As Filed With the Securities and Exchange Commission on July 7, 1998
Registration No. 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
QWEST COMMUNICATIONS INTERNATIONAL INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 84-1339282
(State of Incorporation) (I.R.S. Employer
Identification Number)
1000 QWEST TOWER
555 SEVENTEENTH STREET
DENVER, COLORADO 80202
TEL: 303-992-1400
(Address, including zip code, and telephone number
including area code, of registrant's principal executive offices)
------------------------
ROBERT S. WOODRUFF, EXECUTIVE VICE PRESIDENT-FINANCE
QWEST COMMUNICATIONS INTERNATIONAL INC.
1000 QWEST TOWER
555 SEVENTEENTH STREET
DENVER, COLORADO 80202
TEL: 303-992-1400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
DRAKE S. TEMPEST, ESQ.
O'MELVENY & MYERS LLP
CITICORP CENTER
153 EAST 53RD STREET, 54TH FLOOR
NEW YORK, NEW YORK 10022-4611
TEL: 212-326-2000
FAX: 212-326-2061
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=================================================================================================================
Title of Each Class Proposed Proposed Maximum Proposed Maximum
of Securities to Amount to Offering Price Aggregate Amount of
be Registered be Registered Per Share Offering Price Registration Fee
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 3,414,000 (1) N/A $123,416,100 (2) $42,557.28
$.01 per share...........
=================================================================================================================
</TABLE>
(1) Represents the estimated number of shares of common stock, par value $.01
per share, of the Registrant ("Qwest Common Stock") issued or issuable upon
effectiveness of this Registration Statement on Form S-3 (this "Registration
Statement"). The exact number of shares to be issued will be calculated based
upon a specified average price of the Qwest Common Stock over a specified period
prior to the effectiveness of this Registration Statement. The Registrant does
not expect the number of shares actually issued to exceed the number indicated.
<PAGE>
(2) Estimated solely for purposes of calculating the registration fee required
by Section 6(b) of the Securities Act of 1933, as amended (the "Securities
Act"), and computed pursuant to Rules 457(a) and 457(c) under the Securities Act
on the basis of $36.15 (the average of the high and low price of Qwest Common
Stock on July 2, 1998) multiplied by 3,414,000 (the approximate maximum
aggregate number of shares of Qwest Common Stock issued or issuable in
connection with this Registration Statement.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
QWEST COMMUNICATIONS INTERNATIONAL INC.
PROSPECTUS
COMMON STOCK
This Prospectus relates to approximately 3,414,000 shares (the
"Shares") of common stock, par value $.01 per share (the "Qwest Common Stock"),
of Qwest Communications International Inc., a Delaware corporation ("Qwest").
The Shares are owned by or to be issued to the persons named in this Prospectus
under the caption "Selling Stockholders."
The Selling Stockholders may from time to time sell the Shares on the
National Association of Securities Dealers Automated Quotation System/National
Market (the "Nasdaq") or on any other national securities exchange on which the
Qwest Common Stock may be listed or traded, in negotiated transactions or
otherwise, at prices then prevailing or related to the then current market price
or at negotiated prices. The Shares may be sold directly or through brokers or
dealers. See "Plan of Distribution."
Qwest will receive no part of the proceeds of any sales made hereunder.
See "Use of Proceeds." All expenses of registration incurred in connection with
the offering are being borne by Qwest, but all selling and other expenses
incurred by the Selling Stockholders will be borne by the Selling Stockholders.
See "Selling Stockholders."
The Selling Stockholders and any broker-dealers participating in the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of the Securities Act of 1933, as amended (the "Securities Act"), and profits on
the sale of Shares by the Selling Stockholders and any commissions or discounts
given to any such broker-dealer may be regarded as underwriting commissions or
discounts under the Securities Act.
The Shares have not been registered for sale by the Selling
Stockholders under the securities laws of any state as of the date of this
Prospectus. Brokers or dealers effecting transactions in the Shares should
confirm the registration thereof under the securities laws of the states in
which such transactions occur or the existence of any exemption from
registration.
The Qwest Common Stock is traded on the Nasdaq. On July 2, 1998, the
last sale price of the Qwest Common Stock on the Nasdaq was $35.9375 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
NO DEALER, SALESMAN, OR OTHER PERSON, INCLUDING THE SELLING STOCKHOLDERS, HAS
BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT
CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY QWEST. THE
DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
THE DATE OF THIS PROSPECTUS IS JULY 7, 1998
<PAGE>
AVAILABLE INFORMATION
Qwest is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information may be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the Regional Offices of
the Commission located at Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661, and 7 World Trade Center, Suite 1300, New York, New
York 10048. Please call the Commission at 1-800-SEC-0330 for further information
relating to the public reference rooms. Copies of such information may be
obtained at the prescribed rates from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. In addition, the
Commission maintains a Web site (http://www.sec.gov) that contains certain
reports, proxy statements and other information regarding Qwest. Shares of Qwest
Common Stock traded on the Nasdaq National Market. Material filed by Qwest may
also be inspected at the offices of the National Association of Securities
Dealers, Inc., Market Listing Section, 1735 K Street, N.W., Washington, D.C.
20006.
No person is authorized to give any information or to make any
representations with respect to the matters described in this Prospectus other
than those contained herein or in the documents incorporated by reference
herein. Any information or representations with respect to such matters not
contained herein or therein must not be relied upon as having been authorized by
Qwest. This Prospectus does not constitute an offer to sell or a solicitation of
an offer to buy securities in any jurisdiction to any person to whom it is
unlawful to make such offer or solicitation in such jurisdiction. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of Qwest since the date hereof or that the information in this
Prospectus or in the documents incorporated by reference herein is correct as of
any time subsequent to the date hereof or thereof.
This Prospectus contains or incorporates by reference forward-looking
statements within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act that include, among others, (i) statements by Qwest
concerning (a) 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 Qwest after the closing of such transactions and (b) the
complementary nature of certain acquired businesses and the Qwest Network, (ii)
Qwest's plans to complete the Qwest Network (as defined herein), (iii) Qwest's
expectations as to funding Qwest's capital requirements, (iv) Qwest's
anticipated expansion of Carrier Services and Commercial Services (each as
defined herein), and (v) other statements by Qwest of expectations, beliefs,
future plans and strategies, anticipated developments and other matters that are
not historical facts. The management of Qwest 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, under "RISK FACTORS" and
"QWEST'S MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS" in the documents incorporated or deemed to be herein. The most
important factors that could prevent Qwest from achieving its stated goals
include, but are not limited to, (a) failure by Qwest to manage effectively,
cost efficiently and on a timely basis the construction of the Qwest Network
route segments, (b) failure by Qwest to enter into additional customer contracts
to sell dark fiber or provide high-volume capacity and otherwise expand its
telecommunications customer base on the Qwest Network, (c) failure by Qwest to
obtain and maintain all necessary rights-of-way, (d) intense competition in
Qwest's carrier services and commercial services markets, (e) the potential for
rapid and significant changes in technology and their effect on Qwest's
operations, (f) operating and financial risks related to managing rapid growth
and integrating acquired businesses, (g) adverse changes in the regulatory
environment, (h) failure by Qwest to integrate the respective operations of
Qwest and certain acquired businesses or to achieve the synergies expected from
certain transactions.
The cautionary statements contained or referred to in this section
should be considered in connection with any subsequent written or oral
forward-looking statements that may be issued by Qwest or persons acting on its
behalf. Qwest undertakes no obligation 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.
2
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
The following documents, which have been filed by Qwest with the
Commission, are incorporated herein and specifically made a part hereof by this
reference: (i) Annual Report on Form 10-K for the fiscal year ended December 31,
1997; (ii) Quarterly Report on Form 10-Q for the quarter ended March 31, 1998,
as amended on Form 10-Q/A, filed May 7, 1998; and (iii) Amendment No. 1 to
Registration Statement on Form S-4 (File No. 333-49915) filed May 13, 1998. In
addition, all documents filed with the Commission by Qwest subsequent to the
date of this Prospectus and prior to the termination of the offering made hereby
shall be deemed to be incorporated by reference into this Prospectus and to be a
part hereof from the date of filing of such documents with the Commission. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
THIS PROSPECTUS IS PART OF A REGISTRATION STATEMENT ON FORM S-3
(TOGETHER WITH ANY AMENDMENTS OR SUPPLEMENTS THERETO, THE "REGISTRATION
STATEMENT") FILED BY QWEST PURSUANT TO THE SECURITIES ACT. THIS PROSPECTUS DOES
NOT CONTAIN ALL THE INFORMATION SET FORTH IN THE REGISTRATION STATEMENT, CERTAIN
PARTS OF WHICH ARE OMITTED IN ACCORDANCE WITH THE RULES AND REGULATIONS OF THE
COMMISSION. THE REGISTRATION STATEMENT AND ANY AMENDMENTS THERETO, INCLUDING
EXHIBITS FILED AS A PART THEREOF, ALSO ARE AVAILABLE FOR INSPECTION AND COPYING
AS SET FORTH ABOVE. STATEMENTS CONTAINED IN THIS PROSPECTUS OR IN ANY DOCUMENT
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AS TO THE CONTENTS OF ANY CONTRACT
OR OTHER DOCUMENT REFERRED TO HEREIN OR THEREIN ARE NOT NECESSARILY COMPLETE,
AND IN EACH INSTANCE REFERENCE IS MADE TO THE COPY OF SUCH CONTRACT OR OTHER
DOCUMENT FILED AS AN EXHIBIT TO THE REGISTRATION STATEMENT, EACH SUCH STATEMENT
BEING QUALIFIED IN ALL RESPECTS BY SUCH REFERENCE.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE THAT ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. COPIES OF SUCH DOCUMENTS, OTHER THAN
EXHIBITS TO SUCH DOCUMENTS THAT ARE NOT SPECIFICALLY INCORPORATED BY REFERENCE
HEREIN, ARE AVAILABLE WITHOUT CHARGE TO ANY PERSON, TO WHOM THIS PROSPECTUS IS
DELIVERED, UPON WRITTEN OR ORAL REQUEST TO: INVESTOR RELATIONS, QWEST
COMMUNICATIONS INTERNATIONAL INC., 1000 QWEST TOWER, 555 SEVENTEENTH STREET,
DENVER, COLORADO 80202, TELEPHONE NUMBER 800-567-7296.
QWEST COMMUNICATIONS INTERNATIONAL INC.
Qwest is a facilities-based provider of multimedia communications
services to interexchange carriers and other communications entities ("Carrier
Services") and to businesses and consumers ("Commercial Services"), and it
constructs and installs fiber optic communications systems for interexchange
carriers and other communications entities, as well as for its own use ("Network
Construction Services"). Qwest is expanding its existing long distance network
into an approximately 18,450 route-mile coast-to-coast, technologically
advanced, fiber optic telecommunications network (the "Qwest Network"). Qwest
will employ, throughout substantially all of the Qwest Network, a self-healing
SONET ring architecture equipped with the most advanced commercially available
fiber and transmission electronics manufactured by Lucent Technologies and
Northern Telecom Inc., respectively. The Qwest Network's advanced fiber and
transmission electronics are expected to provide Qwest with lower installation,
operating and maintenance costs than older fiber systems generally in commercial
use today. In addition, Qwest has entered into contracts for the sale of dark
fiber along the route of the Qwest Network, which will reduce Qwest's net cost
per fiber mile with respect to the fiber it retains for its own use. As a result
of these cost advantages, Qwest believes it will be well-positioned to capture
market share and take advantage of the rapidly growing demand for long haul
voice and data transmission capacity and services.
Under Qwest's current plan, the Qwest Network will extend approximately
18,450 route-miles coast-to-coast and connect approximately 130 metropolitan
areas that represent approximately 80% of the originating and terminating long
distance traffic in the United States. Presently, Qwest provides services to its
customers through owned and leased digital fiber optic facilities and more than
15 switches strategically located throughout the United States, connecting Qwest
to metropolitan areas that account for more than 95% of U.S. call volume.
Construction of the Qwest Network is scheduled to be completed in 1999. Through
a combination of the Qwest Network and leased facilities, Qwest will continue to
offer interstate services in all 48 contiguous states. The Qwest Network will
connect to three trans-Atlantic cable heads and two trans-Pacific cable heads,
as well as cross-border points to Canada and Mexico. In addition to the 18,450
route mile U.S. network, Qwest recently extended its network to the United
Kingdom through an exchange of capacity for two 155 megabit circuits that will
carry international data and voice traffic between London and New York. Qwest
also is extending its network approximately 1,400
3
<PAGE>
route miles into Mexico through dark fiber to be owned by Qwest on the fiber
optic system of a third party. Completion of the Mexico network is scheduled for
late 1998. These connections will allow Qwest to participate in the anticipated
growth in demand for international long distance data and voice services.
Qwest believes that demand from interexchange carriers and other
communications entities for advanced, high bandwidth voice, data and video
transmission capacity will increase over the next several years due to
regulatory and technological changes and other industry developments. These
anticipated changes and developments include: (i) continued growth in capacity
requirements for high-speed data transmission, ATM and Frame Relay services,
Internet and multimedia services and other new technologies and applications;
(ii) continued growth in demand for existing long distance services; (iii) entry
into the market of new communications providers; (iv) requirements of the four
principal nationwide carriers (AT&T Corporation, MCI Communications Corporation,
Sprint Corporation and WorldCom, Inc.) to replace or augment portions of their
older systems and (v) reform in regulation of domestic access charges and
international settlement rates, which Qwest expects will lower long distance
rates and fuel primary demand for long distance services.
Qwest's principal executive offices are located at 1000 Qwest Tower,
555 Seventeenth Street, Denver, Colorado 80202, and its telephone number is
(303) 992-1400.
USE OF PROCEEDS
All of the Shares offered hereby are being offered by the Selling
Stockholders. Qwest will receive no part of the proceeds of any sales made
hereunder.
SELLING STOCKHOLDERS
The Shares offered hereby are or will be held by the persons or
entities listed in Annex A.
Qwest will pay all expenses in connection with the registration and
sale of the Shares, except any selling commissions or discounts allocable to
sales of the Shares, fees and disbursements of counsel and other representatives
of the Selling Stockholders, and any stock transfer taxes payable by reason of
any such sale.
PLAN OF DISTRIBUTION
This Prospectus relates to the offer and sale from time to time by the
selling stockholders identified in the section entitled "Selling Stockholders"
and Annex A and their respective pledges, donees and other successors in
interest (collectively, the "Selling Stockholders") of up to approximately
3,414,000 shares of Qwest Common Stock in the aggregate. The Shares may be sold
from time to time by the Selling Stockholders. Such sales may be made in
underwritten offerings or in open market or block transactions or otherwise on
any national securities exchange or automated interdealer quotation system on
which shares of Qwest Common Stock are then listed, including the Nasdaq, in the
over-the-counter market, in private transactions or otherwise at prices related
to prevailing market prices at the time of the sale or at negotiated prices.
Some or all of the Shares may be sold through brokers acting on behalf of the
Selling Stockholders or to dealers for resale by such dealers. In connection
with such sales, such brokers and dealers may receive compensation in the form
of discounts or commissions from the Selling Stockholders and may receive
commissions from the purchasers of such Shares for whom they act as broker or
agent (which discounts and commissions are not anticipated to exceed those
customary in the types of transactions involved). The Selling Stockholders may
offer to sell and may sell shares of Qwest Common Stock in options transactions
or deliver such shares to cover short sales "against the box." If necessary, a
supplemental or amended Prospectus will describe the method of sale in greater
detail. In effecting sales, brokers or dealers engaged by the Selling
Stockholders and/or purchasers of the Shares may arrange for other brokers or
dealers to participate. In addition, any of the Shares covered by this
Prospectus which qualify for sale pursuant to Rule 144 under the Securities Act
may be sold under Rule 144 rather than pursuant to this Prospectus.
If the shares are sold in an underwritten offering, the shares will be
acquired by the underwriters for their own accounts and may be resold from time
to time in one or more transactions, including negotiated transactions, at a
fixed public offering price or prices at the time of the sale or at negotiated
prices. Any initial public offering price and any discounts or commissions
allowed or reallowed or paid to dealers may be changed from time to time.
Underwriters may sell shares to or through brokers or dealers, and such brokers
and dealers may receive compensation in the form of discounts, commissions or
4
<PAGE>
commissions from the underwriters and may receive commissions from the
purchasers of such shares for whom they act as broker or agent (which discounts
and commissions are not anticipated to exceed those customary in the types of
transactions involved).
Qwest has agreed to pay all expenses in connection with the
registration of the Shares. The Selling Stockholders are responsible for paying
any other selling expenses, including underwriting discounts and brokers'
commissions, and expenses of Selling Stockholders' counsel.
The number of Shares that may be actually sold by each Selling
Stockholder will be determined by each such Selling Stockholder, and may depend
upon a number of factors, including, among other things, the market price of the
Shares. Because each of the Selling Stockholders may offer all, some or none of
the Shares, and because the offering contemplated by this Prospectus is
currently not being underwritten, no estimate can be given as to the number of
Shares that will be held by each of the Selling Stockholders upon or prior to
termination of this offering. Accordingly, there can be no assurance that any of
the Selling Stockholders will sell any or all of their respective Shares.
The Selling Stockholders and any underwriter, broker or dealer who acts
in connection with the sale of the Shares hereunder may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, and
any compensation received by them and any profit on any resale of the Shares as
principals may be deemed to be underwriting discounts and commissions under the
Securities Act.
In order to comply with the securities laws of certain jurisdictions,
the securities offered hereby will be offered or sold in such jurisdictions only
through registered or licensed brokers or dealers. In addition, in certain
jurisdictions the securities offered hereby may not be offered or sold unless
they have been registered or qualified for sale in such jurisdictions or an
exemption from registration or qualification is available and is complied with.
EXPERTS
The consolidated financial statements and schedule of Qwest
Communications International Inc. and subsidiaries as of December 31, 1997 and
1996 and for each of the years in the three-year period ended December 31, 1997
have been incorporated herein and in the Registration Statement by reference in
reliance upon the report pertaining to such consolidated financial statements,
dated February 24, 1998, except as to note 22, which is as of March 8, 1998, and
the report dated February 24, 1998 pertaining to such schedule, of KPMG Peat
Marwick LLP, independent certified public accountants, incorporated by reference
herein and in the Registration Statement by reference, and upon the authority of
said firm as experts in accounting and auditing.
The consolidated financial statements and schedules of LCI
International, Inc. and subsidiaries as of December 31, 1997 and 1996 and for
each of the years in the three-year period ended December 31, 1997 incorporated
by reference in this registration statement have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report dated February
16, 1998 (except with respect to the matter discussed in Note 15, as to which
the date is March 16, 1998) with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said reports.
The consolidated financial statements of Phoenix Network, Inc. as of
December 31, 1997 and 1996 and for each of the years in the three-year period
ended December 31, 1997 incorporated by reference herein and in the Registration
Statement have been audited by Grant Thornton LLP, independent certified public
accountants, as indicated in its reports with respect thereto, and are included
herein in reliance on the reports of Grant Thornton LLP and upon the authority
of said firm as experts in accounting and auditing.
5
<PAGE>
<TABLE>
<CAPTION>
ANNEX A
SELLING STOCKHOLDERS
===================================================================================================
NAME OF SHAREHOLDER ADDRESS NUMBER OF SHARES
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Advent Euro-Italian Direct Investment Program 101 Federal Street 27,912
L.P. Boston, MA 02110
USA
- ---------------------------------------------------------------------------------------------------
Advent International Investors II Limited 101 Federal Street 161
Partnership Boston, MA 02110
USA
- ---------------------------------------------------------------------------------------------------
Advent Partners Limited Partnership 101 Federal Street 13,071
Boston, MA 02110
USA
- ---------------------------------------------------------------------------------------------------
Global Private Equity II Europe Limited 101 Federal Street 52,374
Partnership Boston, MA 02110
USA
- ---------------------------------------------------------------------------------------------------
Global Private Equity II Limited Partnership 101 Federal Street 249,550
Boston, MA 02110
USA
- ---------------------------------------------------------------------------------------------------
Global Private Equity II - PGGM Limited 101 Federal Street 53,601
Partnership Boston, MA 02110
USA
- ---------------------------------------------------------------------------------------------------
Charterhouse Venture Nominees Limited 85 Watling Street 30,514
London EC4M 9BX
UK
- ---------------------------------------------------------------------------------------------------
AS Ganger Rolf PO Box 1159 Sentrum 13,685
0107 Oslo, Norway
- ---------------------------------------------------------------------------------------------------
AS Bonheur PO Box 1159 Sentrum 13,685
0107 Oslo, Norway
- ---------------------------------------------------------------------------------------------------
Den Norske Krigforsikring for SKIB PO Box 1464 Vika 8,211
0116 Oslo, Norway
- ---------------------------------------------------------------------------------------------------
Four Seasons Venture II AS Munkedamsveien 4S 61,022
0250 Oslo, Norway
- ---------------------------------------------------------------------------------------------------
Hartog & Co. AS PO Box 6086 Etterstad 17,543
0601 Oslo, Norway
- ---------------------------------------------------------------------------------------------------
Seska AS PO Box 1580 Vika 5,588
0120 Oslo, Norway
- ---------------------------------------------------------------------------------------------------
Simask AS PO Box 1611 Vika 4,470
0119 Oslo, Norway
- ---------------------------------------------------------------------------------------------------
Skaufoss AS PO Box 1611 Vika 6,258
0119 Oslo, Norway
- ---------------------------------------------------------------------------------------------------
</TABLE>
A-1
<PAGE>
<TABLE>
<CAPTION>
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NAME OF SHAREHOLDER ADDRESS NUMBER OF SHARES
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Tvenge, Torstein Fram Management AS 13,685
PO Box 8 TASEN
0801 Oslo, Norway
- ---------------------------------------------------------------------------------------------------
Uranus Invest AS PO Box 6386 Etterstad 6,842
0604 Oslo, Norway
- ---------------------------------------------------------------------------------------------------
Vesta Forsikrung AS 5020 Bergen 22,913
Norway
- ---------------------------------------------------------------------------------------------------
Xnet Netzwerkservice GmbH (c/o Franz Salomon of Saloman 397,762
Automation GmbH)
A-8114
Friesach bei Stuebg
Austria
- ---------------------------------------------------------------------------------------------------
Societe Civile HEF (c/o M. Humberto Lucas), 15 Rue 347,748
Labrouste
75015 Paris, France
- ---------------------------------------------------------------------------------------------------
Helsingius, Johan, Director, EUnet Herengracht 121/B 272,372
1015 BG Amsterdam
Netherlands
- ---------------------------------------------------------------------------------------------------
Poole, Simon, Director, EUnet Bahnhofstrasse 516 97,190
CH-5430 Wettingen
Switzerland
- ---------------------------------------------------------------------------------------------------
de Vos, Luc, Director, EUnet Blauwe Stap 18 83,925
B-3020 Herent, Belgium
- ---------------------------------------------------------------------------------------------------
Lagauw, Martin Kon. Astridlaan 33 82,923
B-3010 Kessel-Lo, Belgium
- ---------------------------------------------------------------------------------------------------
Orshoven, Jan Van Tiensesteenweg 40 82,409
B3001 Heverlee
Belgium
- ---------------------------------------------------------------------------------------------------
Pieters, Eric Mechelsesteenweg 23 bus. 19 82,409
B 2018 Antwerpen
Belgium
- ---------------------------------------------------------------------------------------------------
Eschle, Patrik Falmenstrasse 23 70,577
CH-8610 Uster, Switzerland
- ---------------------------------------------------------------------------------------------------
Rosendorf, Pavel, Director, EUnet Praha 9 65,674
Bechorskal 1112/24
Czech Republic
- ---------------------------------------------------------------------------------------------------
Orsag, Jiri Praha 9 62,868
Smolikova 906
Czech Republic
- ---------------------------------------------------------------------------------------------------
Muller, Jan Praha 5 62,284
Heranova 1545
Czech Republic
- ---------------------------------------------------------------------------------------------------
Naurstad, Gisle, Director, EUnet Fjellskrenten 5 50,809
2044 Frogner, Norway
- ---------------------------------------------------------------------------------------------------
</TABLE>
A-2
<PAGE>
<TABLE>
<CAPTION>
===================================================================================================
NAME OF SHAREHOLDER ADDRESS NUMBER OF SHARES
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Omand, James, Chairman of the Board of EUnet Give Ale Cottage 42,685
Fordwich Canterbury Kent
CT20BB, England
- ---------------------------------------------------------------------------------------------------
Ojala, Petri Ehrensvardintie 40,315
18-20 A5
00150 Helsinki, Finland
- ---------------------------------------------------------------------------------------------------
Hursti, Harri Vehkanityntie 8H15 39,598
02180 Espoo, Finland
- ---------------------------------------------------------------------------------------------------
Rahiala, Esko Merimiehenkatu 39 B 44 39,598
00150 Helsinki, Finland
- ---------------------------------------------------------------------------------------------------
Bjerke, Jon Petter G. Schjelderupsv 15 37,301
0485 Oslo, Norway
- ---------------------------------------------------------------------------------------------------
Reistad, Morten Knut Alvssonsvei 11 35,808
0574 Oslo, Norway
- ---------------------------------------------------------------------------------------------------
Treindl, Alois Toggwilerstrasse 59 35,605
CH-8706 Meilen
Switzerland
- ---------------------------------------------------------------------------------------------------
NUUG (f.a.o. Vildar Bakke), 33,251
Mollergaten 24
N-0179 Oslo, Norway
- ---------------------------------------------------------------------------------------------------
Van Braekel, Luc Felix Verhaeghestraat 8 26,451
8970 Waregem, Belgium
- ---------------------------------------------------------------------------------------------------
Burget, Ivo Praha 6 22,243
Rooseveltova 21
Czech Republic
- ---------------------------------------------------------------------------------------------------
De Brouwer, Walter Avenue Charles Verhagen 32 17,633
1900 Kraainem, Belgium
- ---------------------------------------------------------------------------------------------------
Ionescu, Liviu-Grigore str Pictor Hirlescu 3 14,841
Block A6
appt. 66 Sector 2
Bucharest, Romania
- ---------------------------------------------------------------------------------------------------
Vink, Erwin Willem Cliostraat 47B 12,952
1077 KD Amsterdam
Netherlands
- ---------------------------------------------------------------------------------------------------
De Becker, Geert Leming 121 6,791
3220 Holsbeek, Belgium
- ---------------------------------------------------------------------------------------------------
Devillers, Yves 3 Rue Pablo Picasso 2,024
92160 Antony, France
- ---------------------------------------------------------------------------------------------------
Bauer-Nilsen, Trygve Hans Overlandsvei 45B 14,998
1322 Hovik, Norway
- ---------------------------------------------------------------------------------------------------
Novak, Petr Praha 4 11,122
Podjavorinskee 1601, Norway
- ---------------------------------------------------------------------------------------------------
</TABLE>
A-3
<PAGE>
<TABLE>
<CAPTION>
===================================================================================================
NAME OF SHAREHOLDER ADDRESS NUMBER OF SHARES
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Herding, Bjorn Vaekeroveien 139 10,921
0383 Oslo, Norway
- ---------------------------------------------------------------------------------------------------
Asplem, Arne Haugenveien 24 10,376
N-1823 Knapstad, Norway
- ---------------------------------------------------------------------------------------------------
Companiet AS Postboks 2078 8,195
4301 Sandnes, Norway
- ---------------------------------------------------------------------------------------------------
Amundsen, Une Greverudvn 17 6,146
1415 Oppegard, Norway
- ---------------------------------------------------------------------------------------------------
Avanti A/S Postboks 84 6,146
0321 Oslo, Norway
- ---------------------------------------------------------------------------------------------------
Bakke, Vidar Grefsenkollveien 12 D 4,892
N-0490 Oslo, Norway
- ---------------------------------------------------------------------------------------------------
IT Forum V/Sandnes Assurance Langgt 12 4,097
4330 Sandnes, Norway
- ---------------------------------------------------------------------------------------------------
TronderEnergi Ingvand 4,097
Ystgaarsveien 1
7005 Trondheim, Norway
- ---------------------------------------------------------------------------------------------------
Magnar, Helleren Bjerkehundsvn 27 4,036
1342 Jar, Norway
- ---------------------------------------------------------------------------------------------------
Bergstad, Ide Nobelgsgt 21 3,800
0268 Oslo, Norway
- ---------------------------------------------------------------------------------------------------
Gallagher & Robertson A/S Kongensgt 23 3,800
0153 Oslo, Norway
- ---------------------------------------------------------------------------------------------------
Fischer, Niels Reusmatt 6 3,503
CH-8912 Obfelden
Switzerland
- ---------------------------------------------------------------------------------------------------
Anthonsen, Pal S. Lorenveien 20 3,325
0585 Oslo, Norway
- ---------------------------------------------------------------------------------------------------
Ramont, Gracy Patinjntestraat 238 2,958
9000 Gent, Belgium
- ---------------------------------------------------------------------------------------------------
Pebriga AS c/o Stattle Espeland 2,048
P.O. Box 66
4330 Algard
Norway
- ---------------------------------------------------------------------------------------------------
Svemona AS Bekkelagsterrassen 15B 2,048
1177 Oslo, Norway
- ---------------------------------------------------------------------------------------------------
Tjetland, Bjorn G c/o Staale Espeland, 2,048
P.O. Box 66
4330 Algard, Norway
- ---------------------------------------------------------------------------------------------------
Storrosten, Dag Ole Paul Smeltersvei 16 2,001
1349 Rykkinn, Norway
- ---------------------------------------------------------------------------------------------------
</TABLE>
A-4
<PAGE>
<TABLE>
<CAPTION>
===================================================================================================
NAME OF SHAREHOLDER ADDRESS NUMBER OF SHARES
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Lucas, Humberto 15 Rue Labrouste 2,308
75015 Paris, France
- ---------------------------------------------------------------------------------------------------
Ose, Torbjorn c/o EUnet International BV 1,514
Singel 540
NL-1017
AZ Amsterdam, Netherlands
- ---------------------------------------------------------------------------------------------------
Skarland, Svein Diamantvn 12 1,229
4300 Sandnes, Norway
- ---------------------------------------------------------------------------------------------------
Skarland Eiendom Diamantvn 12 1,229
4300 Sandnes, Norway
- ---------------------------------------------------------------------------------------------------
Jambresic, Neven Spuhlihalde 21 1,167
CH-3098 Schliern, Switzerland
- ---------------------------------------------------------------------------------------------------
Algard Offset A/S c/o Staale Espeland, 1,024
P.O. Box 66
4330 Algard, Norway
- ---------------------------------------------------------------------------------------------------
Ask, Aksjeklubben c/o Staale Espeland, 1,024
P.O. Box 66
4330 Algard, Norway
- ---------------------------------------------------------------------------------------------------
Martinsen, Dag Leo c/o Staale Espeland, 1,024
P.O. Box 66
4330 Algard, Norway
- ---------------------------------------------------------------------------------------------------
Boyesen, Dag Joh Svendsensgt 31 948
0478 Oslo, Norway
- ---------------------------------------------------------------------------------------------------
Laine, Arttu Pekka Uudenmaankatu 34 B 30 870
Fin - 00120 Helsinki, Finland
- ---------------------------------------------------------------------------------------------------
Skarland Finans AS Diamantvn 12 819
4300 Sandnes, Norway
- ---------------------------------------------------------------------------------------------------
Sveinaas AS Diamantvn 12 819
4300 Sandnes, Norway
- ---------------------------------------------------------------------------------------------------
Olsen, Borge Frudenlundsgate 19 753
0169 Oslo, Norway
- ---------------------------------------------------------------------------------------------------
Goson, Aksjekubben c/o Staale Espeland, 717
P.O. Box 66
4330 Algard, Norway
- ---------------------------------------------------------------------------------------------------
Sikveland, Siguvd c/o Staale Espeland, 614
P.O. Box 66
4330 Algard, Norway
- ---------------------------------------------------------------------------------------------------
Breistoel, Ole Byoern Kalkbrenner Vn 23 512
N-1347 Hosle, Norway
- ---------------------------------------------------------------------------------------------------
Nesbak, Kristian Beddingen 20 512
N-0250 Oslo, Norway
- ---------------------------------------------------------------------------------------------------
</TABLE>
A-5
<PAGE>
<TABLE>
<CAPTION>
===================================================================================================
NAME OF SHAREHOLDER ADDRESS NUMBER OF SHARES
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Ellingsen, Ragnhild S c/o Staale Espeland, 307
P.O. Box 66
4330 Algard, Norway
- ---------------------------------------------------------------------------------------------------
Helledal, Britt Nybrotton 26 256
1400 Ski, Norway
- ---------------------------------------------------------------------------------------------------
Myrvang, Eirik Eugeniesgt 3 256
0168 Oslo, Norway
- ---------------------------------------------------------------------------------------------------
Haberler, Michael, Director, EUnet Mariahilfer Strasse 126/27 250
Vienna 1070, Austria
- ---------------------------------------------------------------------------------------------------
Schartner, Thomas 't Ven 5 668
Duivendrecht 1115HA
Netherlands
- ---------------------------------------------------------------------------------------------------
Herdlicka, Herbert, Director, EUnet Wohndorfweg 751
Tulbingerkogel 3001
Austria
- ---------------------------------------------------------------------------------------------------
Harmes, David, Chief Financial Officer, EUnet Veemkade 1196 7,519
Amsterdam 1019BZ
Netherlands
- ---------------------------------------------------------------------------------------------------
Bilse, Per Warmoesstraat 9 668
Amsterdam 1012HT
Netherlands
- ---------------------------------------------------------------------------------------------------
Chytil, Georg Bendlgasse 21/8 668
Vienna 1120, Austria
- ---------------------------------------------------------------------------------------------------
van Loock, Rudi Oplintersesteenweg 217 A4 417
3300 Tienen, Belgium
- ---------------------------------------------------------------------------------------------------
Robustelli, Daniela Im Grund 7 668
8123 Ebmatingern
Switzerland
- ---------------------------------------------------------------------------------------------------
Wild, Markus Breitensteinstrasse 96 417
Zurich 8037, Switzerland
- ---------------------------------------------------------------------------------------------------
Hartman, Michael Borivojova 93 584
Praha 3
13000 Czechoslovakia
- ---------------------------------------------------------------------------------------------------
Zubickova, Zdenka Kpt. Stranskeho 977 835
Praha 9
19800, Czechoslovakia
- ---------------------------------------------------------------------------------------------------
Hellum, Steffen Folingstadv. 7 668
Gjovik
2800 Norway
- ---------------------------------------------------------------------------------------------------
Lyseggen, Jorn Sorkedalsveien 15a 668
0385 Oslo, Norway
- ---------------------------------------------------------------------------------------------------
Skjefstad, Bente Maridalsveien 61 668
Oslo 0458 Norway
- ---------------------------------------------------------------------------------------------------
</TABLE>
A-6
<PAGE>
<TABLE>
<CAPTION>
===================================================================================================
NAME OF SHAREHOLDER ADDRESS NUMBER OF SHARES
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Larilahti, Jyrki Vondelstraat 77 - hs 668
Helsinki 0330 Finland
- ---------------------------------------------------------------------------------------------------
James Omand, William Schmidt, and Gisle Give Ale Cottage 26,726
Naurstadt jointly, as Shareholder Fordwich, Canterbury
Representatives under the Transaction Kent, CT2 0DB England
Agreement dated March 26, 1998 among Qwest
Communications International Inc. and certain
shareholders of EUnet International Limited.
- ---------------------------------------------------------------------------------------------------
Laurent-Ricard, Eric 5 Villa Laugier 1774
75017 Paris, France
- ---------------------------------------------------------------------------------------------------
Man. Risk AS (c/o Management & Finance AS) 22,858
Drammensveien 20A
0255 Oslo, Norway
- ---------------------------------------------------------------------------------------------------
Jucker, Beat Glue Software Engineering 7,004
Zieglerstrasse 34
CH-3007, Bern
Switzerland
- ---------------------------------------------------------------------------------------------------
Klingsheim, Kare Kelppvn 354 2,048
4053 Riege
Norway
- ---------------------------------------------------------------------------------------------------
Omand, Ann Give Ale Cottage 2,048
Fordwich Canterbury Kent
CT20BB, England
- ---------------------------------------------------------------------------------------------------
Omand, Jennifer Give Ale Cottage 2,048
Forwich Canterbury
Kent
CT20BB, England
- ---------------------------------------------------------------------------------------------------
Niessner, Herbert Im Bettliacher 2 1,167
CH-5406 Baden-Rutihof
Switzerland
- ---------------------------------------------------------------------------------------------------
Triton A/S Hoffsun 17 1,024
0275 Oslo, Norway
- ---------------------------------------------------------------------------------------------------
Ogreied, Magne c/o Staale Espeland, 409
P.O. Box 66
4330 Algard, Norway
- ---------------------------------------------------------------------------------------------------
Schiotz, Victoria Augestadveien 8B 256
1413 Tarnasen, Norway
- ---------------------------------------------------------------------------------------------------
Haukeboe, Tove Haukeboe 1280
6400 Molde, Norway
- ---------------------------------------------------------------------------------------------------
Haukeboe, Kari Haukeboe 1280
6400 Molde, Norway
- ---------------------------------------------------------------------------------------------------
Torp, Stein Jotunvelen 10 256
1405 Langhus, Norway
- ---------------------------------------------------------------------------------------------------
</TABLE>
A-7
<PAGE>
<TABLE>
<CAPTION>
===================================================================================================
NAME OF SHAREHOLDER ADDRESS NUMBER OF SHARES
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Peak, AS c/o Knut IIaga 256
Hoegdaveien 7
1315 Nesoeya, Norway
- ---------------------------------------------------------------------------------------------------
Ruef, Beni CH-3158 Gruggisberg 1,899
Switzerland
- ---------------------------------------------------------------------------------------------------
Setsaas, Peter Tidenmannsgt 30 2,048
7016 Trondheim, Norway
- ---------------------------------------------------------------------------------------------------
Zamfir, Elena Bd. Erollor Nr. 30 14,841
B1.C2, Sc.C, Et.4
Apt. 16
R-76242 Bucharest, Romania
- ---------------------------------------------------------------------------------------------------
Ivanoff, Michael (deceased) (c/o Raymond Krebs), Etude de Notaire 1,774
18 Place de La Gare
BP 20181
57403 Sarrebourg Cedex, France
===================================================================================================
</TABLE>
A-8
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is a schedule of the estimated expenses to be incurred by
Qwest in connection with this offering of the Shares of Qwest Common Stock
registered hereby:
SEC registration fee $42,558.00*
Stock exchange listing fees $17,500.00
Legal fees and expenses $20,000.00*
Transfer agent's fees and expenses $ 2,000.00*
----------
Total $82,058.00*
==========
- ---------------
* Estimated.
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL") empowers a
Delaware corporation to indemnify any persons who are, or are threatened to be
made, parties to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation), by reason of the fact that
such person is or was an officer or director of such corporation or is or was
serving at the request of such corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, if such
officer or director acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe such officer's or director's conduct was unlawful. A Delaware
corporation may indemnify officers and directors in an action by or in the right
of the corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation in the performance of his or her duty. Where an
officer or director is successful on the merits or otherwise in the defense of
any action referred to above, the corporation must indemnify such officer or
director against the expense which such officer or director actually and
reasonably incurred.
In accordance with Section 102(b)(7) of the DGCL, the Amended and
Restated Certificate of Incorporation of Qwest, as amended (the "Qwest
Certificate of Incorporation"), provides that directors shall not be personally
liable for monetary damages for breaches of their fiduciary duty as directors
except for (i) breaches of their duty of loyalty to Qwest or its stockholders,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or knowing violations of law, (iii) certain transactions under Section 174 of
the DGCL (unlawful payment of dividends or unlawful stock purchases or
redemptions) or (iv) transactions from which a director derives an improper
personal benefit. The effect of this provision is to eliminate the personal
liability of directors for monetary damages for actions involving a breach of
their fiduciary duty of care, including any actions involving gross negligence.
The Qwest Certificate of Incorporation and the Bylaws of Qwest (the
"Qwest Bylaws") provide for indemnification of Qwest's officers and directors to
the fullest extent permitted by applicable law, except that the Qwest Bylaws
provide that Qwest is required to indemnify an officer or director in connection
with a proceeding initiated by such person only if the proceeding was authorized
by the Board of Directors of Qwest. In addition, Qwest maintains insurance
policies which provide coverage for its officers and directors in certain
situations where Qwest cannot directly indemnify such officers or directors.
Pursuant to Section 145 of the DGCL and the Qwest Certificate of
Incorporation and the Qwest Bylaws, Qwest maintains directors' and officers'
liability insurance coverage.
II-1
<PAGE>
Item 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The following documents are filed as part of this Registration
Statement:
Exhibit No. Description
- ----------- -----------
3.1* Amended and Restated Certificate of Incorporation of Qwest.
3.2 Certificate of Amendment of Amended and Restated Certificate
of Incorporation of Qwest.
3.3** Bylaws of Qwest.
4.1(a)*** Indenture dated as of October 15, 1997 with Bankers Trust
Company (including form of Qwest's 9.47% Senior Discount Notes
due 2007 and 9.47% Series B Senior Discount Notes due 2007 as
an exhibit thereto).
4.1(b)**** Indenture dated as of August 28, 1997 with Bankers Trust
Company (including form of Qwest's 10 7/8% Series B Senior
Notes due 2007 as an exhibit thereto).
4.1(c)**** Indenture dated as of January 29, 1998 with Bankers Trust
Company (including form of Qwest's 8.29% Senior Discount Notes
due 2008 and 8.29% Series B Senior Discount Notes due 2008 as
an exhibit thereto).
4.2**** Registration Agreement dated January 29, 1998 with Salomon
Brothers Inc relating to Qwest's 8.29% Senior Discount Notes
due 2008.
5.1 Opinion of O'Melveny & Myers LLP with respect to the legality
of the Qwest Common Stock being registered.
10.1* Growth Share Plan, as amended, effective October 1, 1996.
10.2* Employment Agreement dated December 21, 1996 with Joseph P.
Nacchio.
10.3* Promissory Note dated November 20, 1996 and Severance
Agreement dated December 1, 1996 with Robert S. Woodruff.
10.4**** Equity Compensation Plan for Non-Employee Directors.
10.5*+ IRU Agreement dated as of October 18, 1996 with Frontier
Communications International Inc.
10.6*+ IRU Agreement dated as of February 26, 1996 with WorldCom
Network Services, Inc.
10.7*+ IRU Agreement dated as of May 2, 1997 with GTE.
10.8* Equity Incentive Plan.
10.9**** Employment Agreement dated March 7, 1997 with Stephen M.
Jacobsen.
10.10**** Employment Agreement dated October 8, 1997 with Lewis O.
Wilks.
10.11**** Employment Agreement dated September 26, 1997 with Brij
Khandelwal.
10.12**** Employment Agreement dated September 19, 1997 with Larry
Seese.
10.13**** Growth Share Plan Agreement with Joseph P. Nacchio, effective
January 1, 1997, and Amendment thereto.
10.14**** Non-Qualified Stock Option Agreement with Joseph P. Nacchio,
effective June 1997.
21.1 Subsidiaries of the Registrant.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Grant Thornton LLP.
23.4 Consent of O'Melveny & Myers LLP (contained in Exhibit 5.1).
24.1 Power of Attorney.
Executive compensation plans and arrangements required to be filed and
identified as such are filed as exhibits 10.1, 10.2, 10.3, 10.4, 10.8, 10.9,
10.10, 10.11 and 10.12.
(ii) Financial Statements Schedules. The following is a complete list of
Financial Statement Schedules filed as part of this Registration Statement,
which are incorporated by reference herein from Amendment No. 1 to Registration
Statement of Form S-4 (File No. 333-49915) filed by Qwest on May 13, 1998.
Schedule IIA Qwest Communications International Inc. Valuation and Qualifying
Accounts.
Schedule IIB LCI International, Inc. Valuation and Qualifying Accounts.
- -----------------------
* Incorporated by reference to the exhibit of the same number in Form S-1
as declared effective on June 23, 1997 (File No. 333-25391).
** Incorporated by reference to exhibit 3 in Form 10-Q for the quarter
ended September 30, 1997 (File No. 000-22609).
II-2
<PAGE>
*** Incorporated by reference to exhibit 4.1 in Form S-4 as declared
effective on January 5, 1998 (File No. 333-42847).
**** Incorporated by reference to the exhibit of the same number in Form 10-K
for the year ended December 31, 1997.
+ Portions have been omitted pursuant to a request for confidential
treatment.
Item 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
II-3
<PAGE>
SIGNATURES
PURSUANT THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED
QWEST COMMUNICATIONS INTERNATIONAL INC. HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY
AUTHORIZED, IN THE CITY OF DENVER, STATE OF COLORADO, ON JULY 6, 1998.
QWEST COMMUNICATIONS INTERNATIONAL INC.
By: /s/ ROBERT S. WOODRUFF
---------------------------------------
Name: Robert S. Woodruff
Title: Executive Vice President--Finance
POWER OF ATTORNEY
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
PHILIP F. ANSCHUTZ* Chairman of the Board July 6, 1998
- ---------------------------------
PHILIP F. ANSCHUTZ
H. BRIAN THOMPSON* Vice Chairman of the Board July 6, 1998
- ---------------------------------
H. BRIAN THOMPSON
JOSEPH P. NACCHIO* Director, President and July 6, 1998
- --------------------------------- Chief Executive Officer
JOSEPH P. NACCHIO (Principal Executive
Officer)
/s/ ROBERT S. WOODRUFF Director and Executive July 6, 1998
- --------------------------------- Vice President--
ROBERT S. WOODRUFF Finance and Chief
Financial Officer and
Treasurer (Principal
Financial Officer and
Principal Accounting Officer)
CANNON Y. HARVEY* Director July 6, 1998
- ---------------------------------
CANNON Y. HARVEY
JORDAN L. HAINES* Director July 6, 1998
- ---------------------------------
JORDAN L. HAINES
DOUGLAS M. KARP* Director July 6, 1998
- ---------------------------------
DOUGLAS M. KARP
VINOD KHOSLA* Director July 6, 1998
- ---------------------------------
VINOD KHOSLA
RICHARD T. LIEBHABER* Director July 6, 1998
- ---------------------------------
RICHARD T. LIEBHABER
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
DOUGLAS L. POLSON* Director July 6, 1998
- ---------------------------------
DOUGLAS L. POLSON
CRAIG D. SLATER* Director July 6, 1998
- ---------------------------------
CRAIG D. SLATER
W. THOMAS STEPHENS* Director July 6, 1998
- ---------------------------------
W. THOMAS STEPHENS
ROY A. WILKENS* Director July 6, 1998
- ---------------------------------
ROY A. WILKENS
*By: /s/ ROBERT S. WOODRUFF, as attorney-in-fact
--------------------------------------------
ROBERT S. WOODRUFF
</TABLE>
II-5
<PAGE>
QWEST COMMUNICATIONS INTERNATIONAL INC.
INDEX TO EXHIBITS
Exhibit
Number Exhibit Description
- ------ -------------------
3.2 Certificate of Amendment of Amended and Restated Certificate
of Incorporation of Qwest.
5.1 Opinion of O'Melveny & Myers LLP with respect to the legality
of Qwest Common Stock being registered.
21.1 Subsidiaries of the Registrant.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Grant Thornton LLP.
24.1 Power of Attorney.
EXHIBIT 3.2
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
QWEST COMMUNICATIONS INTERNATIONAL INC.
The undersigned Executive Vice President-Finance of Qwest
Communications International Inc., a Delaware Corporation (the "Corporation"),
DOES HEREBY CERTIFY:
1. That the Board of Directors of the Corporation adopted at a meeting
duly called and held a resolution (i) setting forth a proposed amendment of the
Amended and Restated Certificate of Incorporation of the Corporation, (ii)
approving such amendment, (iii) declaring such amendment advisable and (iv)
recommending such amendment to the stockholders of the Corporation for approval.
The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Board of Directors hereby approves the
amendment of Article FOURTH of the Amended and Restated Certificate of
Incorporation of the Corporation, which amendment increases the number
of authorized shares of capital stock of the Corporation by increasing
the authorized number of shares of common stock, par value $.01 per
share ("Common Stock"), of the Corporation and that the Board of
Directors hereby proposes and declares to the stockholders of the
Corporation the advisability of amending Article FOURTH and directs
that such amendment be submitted to the stockholders of the Corporation
for their consideration and approval, such amendment to be made by
deleting Article FOURTH from the current Amended and Restated
Certificate of Incorporation of the Corporation and amending and
restating Article FOURTH to be and to read in its entirety as follows:
"FOURTH: (a) AUTHORIZED SHARES. The total number of shares of
stock that the Corporation shall have authority to issue is 625,000,000
shares, divided into the following classes: (i) 600,000,000 shares of
common stock, par value $.01 per share ("Common Stock"), and (ii)
25,000,000 shares of preferred stock, par value $.01 per share
("Preferred Stock").
(b) COMMON STOCK. Each holder of Common Stock shall be
entitled to one vote for each share of such stock held, on all matters
presented to stockholders. Cumulative voting shall not be allowed in
the election of directors or for any other purpose.
(c) PREFERRED STOCK. The Board of Directors is authorized,
subject to any limitations prescribed by law, to provide from time to
time for the issuance of the shares of Preferred Stock in series, and
by filing a certificate pursuant to the applicable law of the State of
Delaware, to establish the characteristics of each series, including
the following:
(i) the number of shares of that series, which may
subsequently be increased or decreased (but not below the
number of shares of that series then outstanding) by
resolution of the Board of Directors, and the distinctive
designation thereof;
(ii) the voting powers, full or limited, if any, of the
shares of that series and the number of votes per share;
(iii) the rights in respect of dividends on the shares of
that series, whether dividends shall be cumulative and,
if so, from which date or dates and the relative rights
or priority, if any, of payment of dividends on shares of
that series and any limitations, restrictions or
conditions on the payment of dividends;
(iv) the relative amounts, and the relative rights of
priority, if any, of payment in respect of shares of that
series, which the holders of the shares of that series
shall be entitled to receive upon any liquidation,
dissolution or winding up of the Corporation;
<PAGE>
(v) the terms and conditions (including the price or
prices, which may vary under different conditions and at
different redemption dates), if any, upon which all or
any part of the shares of that series may be redeemed,
and any limitations, restrictions or conditions on such
redemption;
(vi) the terms, if any, of any purchase, retirement or
sinking fund to be provided for the shares of that
series;
(vii) the terms, if any, upon which the shares of that
series shall be convertible into or exchangeable for
shares of any other class, classes or series, or other
securities, whether or not issued by the Corporation;
(viii) the restrictions, limitations and conditions, if
any, upon issuance of indebtedness of the Corporation so
long as any shares of that series are outstanding; and
(ix) any other preferences and relative, participating,
optional or other rights and limitations not inconsistent
with law, this ARTICLE FOURTH or any resolution of the
Board of Directors pursuant to this ARTICLE FOURTH.
(d) FOREIGN OWNERSHIP. Notwithstanding any other provision of
this Certificate and for so long as Section 310 of the Communications
Act of 1934, as amended, or any successor provision of law ("Section
310") remains in effect, the provisions of this paragraph (d) of this
ARTICLE FOURTH shall apply. For purposes of such paragraph (d), "Alien"
shall mean "aliens," "their representatives," "a foreign government or
representatives thereof" or "any corporation organized under the laws
of a foreign country" as such terms are used in Section 310(b)(4) of
the Communications Act of 1934, as amended, or any successor provision
of law.
(ii) The Corporation may by written notice require a
holder of record of capital stock of the Corporation or any
person that the Corporation knows to have, or has reasonable
cause to believe has, beneficial ownership of capital stock to
certify that, to their knowledge:
(x) No shares of capital stock as to which they
have record ownership or beneficial ownership are
beneficially owned by Aliens; or
(y) The number and class or series of shares of
capital stock owned of record or beneficially owned
by them that are owned of record or beneficially
owned by persons that are Aliens are as set forth in
such certificate.
(iii) With respect to any capital stock identified in
response to clause (ii) above, the Corporation may require the
notified person to provide such further information as the
Corporation may reasonably require to implement the provisions
of this ARTICLE FOURTH.
(iv) For purposes of applying paragraph (d) of this
ARTICLE FOURTH with respect to any capital stock, if any
person fails to provide the certificate or other information
to which the Corporation is entitled under clause (ii) or
(iii), the Corporation, in its sole discretion may presume
that the shares of capital stock in question are, or are not,
beneficially owned by Aliens."
2. That the stockholders of the Corporation approved, adopted and
consented to such amendment in accordance with the provisions of Section 211 of
the General Corporation Law of the State of Delaware.
3. That such amendment was duly adopted in accordance with the
provisions of Sections 242 and 211 of the General Corporation Law of the State
of Delaware.
2
<PAGE>
The undersigned, being duly elected and currently acting Executive Vice
President-Finance of Qwest Communications International Inc., the Corporation to
which reference is made in this Certificate, does make this Certificate and
affirms and acknowledges, under penalties of perjury, that this Certificate is
the act and deed of the Corporation and that the facts stated herein are true.
Date: June 5, 1998 /s/ ROBERT S. WOODRUFF
----------------------------------------
Robert S. Woodruff
Executive Vice President-Finance
Qwest Communications International, Inc.
3
EXHIBIT 5.1
[Letterhead of O'Melveny & Myers LLP]
July 7, 1998
Qwest Communications International Inc.
1000 Qwest Tower
555 Seventeenth Street
Denver, Colorado 80202
Re: Acquisition of Eunet International Limited
------------------------------------------
Ladies and Gentlemen:
We have acted as special counsel to Qwest Communications International
Inc., a Delaware corporation ("Qwest"), in connection with the Transaction
Agreement dated March 26, 1998 (the "Transaction Agreement"), among Qwest and
certain shareholders of EUnet International Limited, a company organized under
the laws of England ("EUnet"), and the Offer Document related thereto (the
"Offer Document" and together with the Transaction Agreement and the other
documents related thereto, the "EUnet Documents"), and certain issuances of
shares of Common Stock, par value $.01 per share, of Qwest ("Qwest Common
Stock") contemplated therein (the "Securities"). Except as otherwise indicated,
capitalized terms used in this opinion and defined in the EUnet Documents will
have the meanings given in the EUnet Documents.
In our capacity as such counsel, we have examined originals or copies
of those corporate and other records and documents we considered appropriate,
including the following:
(a) the Transaction Agreement;
(b) the Offer Document;
(c) the Amended and Restated Certificate of Incorporation of Qwest
(the "Qwest Certificate of Incorporation"); and
(d) the Bylaws of Qwest (the "Qwest Bylaws").
As to relevant factual matters, we have relied upon, among other
things, the representations and warranties contained in the EUnet Documents. In
addition, we have obtained and relied upon those certificates of public
officials we considered appropriate.
We have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals and the conformity with originals of
all documents submitted to us as copies. We have assumed the authorization,
execution and delivery of all documents, including, without limitation, the
Transaction Agreement, and the satisfaction or waiver of the conditions to the
consummation of the transactions contemplated by the EUnet Documents.
For purposes of this opinion, we have assumed that the per share
consideration paid to Qwest upon issuance of the Securities exceeds the par
value of a share of Qwest Common Stock.
On the basis of such examination, our reliance upon the assumptions in
this opinion and our consideration of those questions of law we considered
relevant, and subject to the limitations and qualifications in this
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opinion, we are of the opinion that, assuming the Securities have been duly
authorized by the Board of Directors of Qwest and any other requisite corporate
action and, upon issuance of the Securities as so authorized and in accordance
with the EUnet Documents, and against payment for the Securities and the
countersigning of the certificate or certificates representing the Securities by
a duly authorized signatory of the registrar for shares of Qwest Common Stock,
the Securities will be duly and validly authorized and will be validly issued,
fully paid and non-assessable.
The law covered by this opinion is limited to the present federal law
of the United States, the present law of the State of New York and the General
Corporation Law of the State of Delaware, in each case as in effect on the date
hereof. We express no opinion as to the laws of any other jurisdiction and no
opinion regarding the statutes, administrative decisions, rules, regulations or
requirements of any county, municipality, subdivision or local authority of any
jurisdiction. Additionally, we express no opinion concerning federal or state
securities laws or regulations or compliance with fiduciary requirements, except
as otherwise expressly stated herein.
This opinion is furnished by us as special counsel for Qwest and may be
relied upon by you only in connection with the execution and delivery of the
Transaction Agreement and issuance of the Securities as contemplated therein. It
may not be used or relied upon by you for any other purpose or by any other
person, nor may copies be delivered to any other person, without in each
instance our prior written consent.
Respectfully submitted,
O'Melveny & Myers LLP
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EXHIBIT 21.1
SUBSIDIARIES OF THE REGISTRANT
State or Other Jurisdiction Other Names Under Which
Name of Subsidiary of Incorporation or Organization Subsidiary Does Business
------------------ -------------------------------- ------------------------
<S> <C> <C> <C> <C>
Qwest Communications Corporation(1) Delaware (a) Qwest Communications
Corporation d/b/a Qwest
Communications The Power of
Connections
(b) Qwest Communications
Corporation of Delaware
(c) Qwest Communications d/b/a
The Power of Connections
(d) Qwest Communications The
Power of Connections, Inc.
Qwest Corporation Colorado None
SuperNet, Inc. Colorado None
Phoenix Network, Inc. Delaware None
Phoenix Telecom, Inc. Delaware None
Phoenix Network, Inc. of New Hampshire New Hampshire None
Phoenix Network Acquisition Corp. Delaware None
Phoenix TNC Corporation Delaware None
AmeriConnect, Inc. Delaware None
EUnet International Limited United Kingdom N/A
LCI International, Inc. Delaware None
LCI International Telecom Corp. Delaware None
LCI International of Virginia, Inc. Virginia None
LCI California Assets, LLC Delaware None
LCI International Management Services, Inc. Delaware None
LCI Telecom UK, Ltd. United Kingdom None
LCI SPC I, Inc. Delaware None
LCI International CA, Inc. Delaware None
#1056974 Ontario Inc. Ontario None
USLD Communications Corp. Delaware None
USLD Communications, Inc. Texas None
U.S. Long Distance, Inc. Texas None
U.S. Long Distance Corp. Delaware None
Mega Plus Dialing Inc. British Columbia None
</TABLE>
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(1) Qwest Communications Corporation also uses the trade name "SP Construction
Services."
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Qwest Communications International Inc.:
We consent to the use of our report, dated February 24, 1998, except as
to note 22, which is as of March 8, 1998, relating to the consolidated balance
sheets of Qwest Communications International Inc. and subsidiaries as of
December 31, 1997 and 1996, and the related consolidated statements of
operations, stockholders' equity and cash flows for each of the years in the
three-year period ended December 31, 1997, incorporated herein by reference, and
of our report, dated February 24, 1998, pertaining to the related consolidated
financial statement schedule incorporated herein by reference, and to the
reference to our firm under the heading "EXPERTS" in the Registration Statement.
KPMG PEAT MARWICK LLP
Denver, Colorado
July 6, 1998
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement 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 registration statement.
ARTHUR ANDERSEN LLP
Washington, D.C.
July 6, 1998
EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated February 19, 1998, accompanying the
consolidated financial statements of Phoenix Network, Inc. and subsidiaries as
of December 31, 1996 and 1997 and for each of the three years in the period
ended December 31, 1997, appearing in the Registration Statement. We hereby
consent to the use of our report on the aforementioned consolidated financial
statements in the Registration Statement and to the use of our name as it
appears under the caption "EXPERTS."
GRANT THORNTON LLP
Denver, Colorado
July 6, 1998
EXHIBIT 24.1
POWER OF ATTORNEYS AND SIGNATURES
We, the undersigned officers and directors of Qwest Communications
International Inc. (the "Company"), hereby severally constitute and appoint
Joseph P. Nacchio and Robert S. Woodruff, and each of them singly, our true and
lawful attorneys, with full power to them and each of them singly, to sign for
us in our names in the capacities indicated below, a Registration Statement on a
Form S-3 in connection with the transaction with relating to EUnet International
Limited and all pre-effective and post-effective amendments to such Registration
Statement and any abbreviated Registration Statement in connection with such
Registration Statement pursuant to Rule 462(b) under the Securities Act of 1933,
as amended, and generally to do all things in our names and on our behalf in
such capacities to enable the Company to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities and
Exchange Commission.
This power of attorney may be executed in two or more counterparts,
each of which shall be deemed an original and all of which together shall
constitute one and the same document.
/s/ PHILIP F. ANSCHUTZ /s/ H. BRIAN THOMPSON
- --------------------------------- ---------------------------------
Philip F. Anschutz H. Brian Thompson
/s/ JOSEPH P. NACCHIO /s/ ROBERT S. WOODRUFF
- --------------------------------- ---------------------------------
Joseph P. Nacchio Robert S. Woodruff
/s/ JORDAN L. HAINES /s/ CANNON Y. HARVEY
- --------------------------------- ---------------------------------
Jordan L. Haines Cannon Y. Harvey
/s/ DOUGLAS M. KARP /s/ VINOD KHOSLA
- --------------------------------- ---------------------------------
Douglas M. Karp Vinod Khosla
/s/ RICHARD T. LIEBHABER /s/ DOUGLAS L. POLSON
- --------------------------------- ---------------------------------
Richard T. Liebhaber Douglas L. Polson
/s/ CRAIG D. SLATER /s/ W. THOMAS STEPHENS
- --------------------------------- ---------------------------------
Craig D. Slater W. Thomas Stephens
/s/ ROY A. WILKENS
- ---------------------------------
Roy A. Wilkens
Dated: July 6, 1998
