SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 5, 1998
QWEST COMMUNICATIONS INTERNATIONAL INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
000-22609 84-1339282
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(Commission File Number) (IRS Employer Identification No.)
1000 Qwest Tower, 555 Seventeenth Street Denver, Colorado 80202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 303-992-1400
Not applicable
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(Former name or former address, if changed since last report)
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Item 2 of the Registrant's Current Report on Form 8-K filed June 12,
1998 is amended to read in its entirety as follows:
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 5, 1998, the Registrant announced the consummation of the
merger pursuant to the Agreement and Plan of Merger dated as of March 8, 1998,
as amended (the "Merger Agreement"), among LCI International, Inc. ("LCI"), the
Registrant and a wholly-owned subsidiary of the Registrant, providing for the
merger of such subsidiary with and into LCI. As of June 5, 1998, the effective
date of the merger, each outstanding share of common stock of LCI ("LCI Common
Stock") was converted into the right to receive 1.1661 shares of the
Registrant's common stock ("Qwest Common Stock") and cash in lieu of fractional
shares, in accordance with the terms of the Merger Agreement. The aggregate LCI
purchase price was approximately $3,930.5 million. As part of the acquisition,
the Registrant issued approximately 114.6 million shares of Qwest Common Stock
having a value of approximately $3.7 billion (excluding 15.3 million shares of
Qwest Common Stock having an estimated value of approximately $0.3 billion
subject to issuance upon the exercise of outstanding LCI stock options assumed
by the Registrant in this acquisition), assumed $0.3 billion of net liabilities
and incurred approximately $13.5 million in direct acquisition costs. In
connection with the acquisition, Qwest allocated $750 million to in-process
research and development, $250 million to existing technology and $3,316.8
million to goodwill. Additional information regarding the acquisition is
included in the pro forma financial statements referenced in Item 7 below.
The press release dated June 5, 1998 of the Registrant and LCI
announcing the consummation of the merger is filed with the Securities and
Exchange Commission as Exhibit 99.1 to this Current Report on Form 8-K.
The Registrant cautions that this Current Report on Form 8-K and the
attached press release contain forward-looking statements that may include,
among others, (1) statements by the Registrant concerning the benefits expected
to result from certain transactions, including, without limitation, synergies in
the form of increased revenues, decreased expenses and avoided expenses and
expenditures that are expected to be realized by the Registrant after the
closing of such transactions, (2) the Registrant's plans to complete an
approximately 18,450 route-mile, coast-to-coast, technologically advanced fiber
optic communications network (the "Qwest Network"), and (3) other statements by
the Registrant of expectations, beliefs, future plans and strategies,
anticipated developments and other matters that are not historical facts. The
Registrant cautions the reader that these forward-looking statements are subject
to risks and uncertainties, including financial, regulatory environment, and
trend projections, that could cause actual events or results to differ
materially from those expressed or implied by the statements. Such risks and
uncertainties include those risks, uncertainties and risk factors identified,
among other places, in documents filed with Securities and Exchange Commission.
The most important factors that could prevent the Registrant from achieving its
stated goals include, but are not limited to, (a) failure by the Registrant to
construct the Qwest Network on schedule and on budget, (b) intense competition
in the Registrant's communications services market, (c) rapid and significant
changes in technology and markets, (d) dependence on new product development,
(e) operating and financial risks related to managing rapid growth, integrating
acquired
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businesses and sustaining operating cash deficits, and (f) adverse changes in
the regulatory environment affecting the Registrant. These cautionary statements
should be considered in connection with any subsequent written or oral
forward-looking statements that may be issued by the Registrant or persons
acting on its behalf. The Registrant undertakes no obligation to review or
confirm analysts' expectations or estimates or to release publicly any revisions
to any forward-looking statements to reflect events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events.
Item 7 of the Registrant's Current Report on Form 8-K filed June 12,
1998 is amended to read in its entirety as follows:
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) The audited financial statements of LCI for the years ended December
31, 1995, 1996 and 1997 and the unaudited financial statements of LCI
for the three months ended March 31, 1998 are incorporated by reference
to Amendment No. 1 to the Registration Statement on Form S-4 (File No.
333-49915) filed by the Registrant on May 13, 1998.
(b) The pro forma financial statements of the Registrant giving effect to
the acquisition of LCI and certain other acquisitions and the proposed
acquisition of Icon CMT Corp. are incorporated by reference to
Amendment No. 1 to the Registration Statement on Form S-3 (File No.
333-58617) filed by the Registrant on September 30, 1998.
(c) Exhibits
23.1 Consent of Arthur Andersen LLP.
99.1 Press release of the Registrant and LCI dated June 5, 1998
(previously filed).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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QWEST COMMUNICATIONS INTERNATIONAL INC.
DATE: October 13, 1998 By: /s/ ROBERT S. WOODRUFF
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Robert S. Woodruff
Executive Vice President - Finance,
Chief Financial Officer and
Treasurer
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Current Report of our reports dated February 16, 1998
(except with respect to the matter discussed in Note 15, as to which the date is
March 16, 1998) included in Qwest Communications International Inc.'s Amendment
No. 1 to Form S-4 Registration No. 333-49915 and to all references to our Firm
included in this Current Report.
ARTHUR ANDERSEN LLP
Columbus, Ohio
October 13, 1998
