SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 6, 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.)
555 Seventeenth Street, Suite 1000 Denver, Colorado 80202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 303-291-1400
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Not applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On January 6, 1998, the Registrant and Phoenix Network, Inc., a
Delaware corporation ("Phoenix"), entered into a definitive Agreement and Plan
of Merger (the "Merger Agreement") among Phoenix, the Registrant and a
wholly-owned subsidiary of the Registrant, providing for the merger that will
result in Phoenix becoming a subsidiary of the Registrant. Copies of the mutual
press release dated January 6, 1998 of Phoenix and the Registrant announcing the
merger and the Merger Agreement have been filed with the Securities and Exchange
Commission by Phoenix as Exhibits 99.1 and 99.2 to the Current Report on Form
8-K of Phoenix dated January 8, 1998 and are hereby incorporated by reference
herein.
On January 6, 1998, the Registrant and 21 stockholders of Phoenix
entered into voting agreements providing for, among other things, (1) the
obligation of the stockholders to vote the shares of Phoenix capital stock
beneficially owned by them to approve the Merger Agreement and the merger and
against other business combination transactions involving Phoenix and its
subsidiaries and to grant to the Registrant an irrevocable proxy in connection
therewith and (2) certain restrictions on the sale or other transfer of such
shares of Phoenix capital stock. The stockholders beneficially own 22.22% of the
shares of Phoenix common stock and 100% of the shares of Phoenix preferred
stock, in each case outstanding as of December 31, 1997. A form of the voting
agreements is attached as Exhibit A to the Merger Agreement and is incorporated
by reference herein.
The Registrant cautions that the press release contains forward-looking
statements that include, among others, statements concerning the Registrant's
plans to complete a 16,000 route mile coast-to-coast, technologically advanced,
fiber optic telecommunications network (the "QWEST Network"), expectations as to
funding its capital requirements, anticipated expansion of carrier and
commercial services and other statements of expectations, beliefs, future plans
and strategies, anticipated developments and other matters that are not
historical facts. The Registrant cautions that these forward-looking statements
are subject to risks and uncertainties that could cause actual events or results
to differ materially from those expressed or implied by the statements. The most
important factors that could prevent the Registrant from achieving its stated
goals include, but are not limited to, failure by the Registrant to (i) manage
effectively and cost efficiently the construction of the route segments, (ii)
enter into additional customer contracts to sell dark fiber or provide high
volume capacity and otherwise expand its telecommunications customer base on the
on the QWEST Network and (iii) obtain additional rights-of-way and maintain all
necessary rights-of-way.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit 2.1 Agreement and Plan of Merger dated as of December 31,
1997 among Phoenix Network, Inc., the Registrant and
Qwest 1997-5 Acquisition Corp.(1)
Exhibit 99.1 Press release of Phoenix Network, Inc. and the
Registrant dated January 6, 1998.(2)
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(1) Filed as Exhibit 99.2 to the Current Report on Form 8-K of Phoenix Network,
Inc. dated January 8, 1998 and filed with the Commission on January 8, 1998, and
incorporated herein by reference.
(2) Filed as Exhibit 99.1 to the Current Report on Form 8-K of Phoenix Network,
Inc. dated January 8, 1998 and filed with the Commission on January 8, 1998, and
incorporated herein by reference.
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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: January 12, 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 INDEX
Exhibit 2.1 Agreement and Plan of Merger dated as of December 31,
1997 among Phoenix Network, Inc., the Registrant and
Qwest 1997-5 Acquisition Corp.(1)
Exhibit 99.1 Press release of Phoenix Network, Inc. and the
Registrant dated January 6, 1998.(2)
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(1) Filed as Exhibit 99.2 to the Current Report on Form 8-K of Phoenix Network,
Inc. dated January 8, 1998 and filed with the Commission on January 8, 1998, and
incorporated herein by reference.
(2) Filed as Exhibit 99.1 to the Current Report on Form 8-K of Phoenix Network,
Inc. dated January 8, 1998 and filed with the Commission on January 8, 1998, and
incorporated herein by reference.
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