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): April 14, 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: 303-291-1400
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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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 15, 1998, the Registrant announced the completion of the
acquisition of EUnet International Limited, a company organized under the laws
of England ("EUnet"), effective April 14, 1998. Pursuant to the terms of the
Transaction Agreement dated March 26, 1998 and certain documents related
thereto, the Registrant acquired all of the preference shares, "A" ordinary
shares and options of EUnet and more than 97% of the ordinary shares of EUnet.
The Registrant will acquire the remaining ordinary shares of EUnet by means of a
compulsory purchase under applicable law.
Within three weeks of April 14, 1998, certain EUnet stockholders and
optionholders will receive 3,621,590 shares of newly issued shares of Common
Stock, par value $.01 per share, of the Registrant ("Qwest Common Stock"),
having a deemed value of approximately $135.5 million (based upon a deemed value
of approximately $37.42 per share), and approximately $4.5 million in cash. In
addition, in connection with the registration of the resale of the shares of
Qwest Common Stock issued in the transaction under the Securities Act of 1933,
as amended (the "Securities Act"), as described below, EUnet stockholders will
receive at the Registrant's option, either (i) approximately $14.4 million in
cash (plus interest to the date of payment) or (ii) additional newly issued
shares of Qwest Common Stock having the value of such cash payment, based upon
an average of the Qwest Common Stock closing prices for 15 consecutive trading
days commencing 20 trading days before the effective date of registration. The
shares of Qwest Common Stock will be issued to EUnet stockholders and
optionholders in a private placement exempt from registration under the
Securities Act. The Registrant has agreed to use its best efforts to file with
the Securities and Exchange Commission one or more registration statements to
register the resale of the shares of Qwest Common Stock under the Securities Act
not later than the earlier of (i) three weeks after the closing of the
previously announced merger of a subsidiary of the Registrant and LCI
International, Inc. or (ii) September 30, 1998 (or, under certain circumstances,
a later date, but no later than October 31, 1998).
The press release dated April 15, 1998 of the Registrant and EUnet
announcing the consummation of the transaction is filed with the Securities and
Exchange Commission as Exhibit 99.1 to this Current Report on Form 8-K.
The Registrant cautions that the press release contains
forward-looking statements that may include, among others, statements concerning
the Registrant's plans to complete an approximately 16,250 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. Important factors that could prevent the Registrant
from achieving its stated goals include, but are not limited to:
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(i) failure by the Registrant to manage effectively, cost efficiently and on a
timely basis the construction of the Qwest Network route segments; (ii) failure
by the Registrant to enter into additional customer contracts to sell dark fiber
or provide high-volume capacity and otherwise expand its telecommunications
customer base; (iii) failure by the Registrant to obtain and maintain all
necessary rights-of-way; (iv) intense competition in the Registrant's carrier
services and commercial services markets; (v) the potential for rapid and
significant changes in technology and their effect on the Registrant's
operations; (vi) operating and financial risks related to managing rapid growth
and integrating acquired businesses; (vii) adverse changes in the regulatory
environment; (viii) failure by the Registrant to consummate the previously
announced merger with LCI International Inc. timely or at all; and (ix) risks of
being highly leveraged and sustaining operating cash deficits.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit 99.1 Press release of the Registrant dated April 15,
1998.
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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.
QWEST COMMUNICATIONS INTERNATIONAL INC.
DATE: April 16, 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 99.1 Press release of the Registrant dated April 15, 1998.
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CORPORATE CONTACT: INVESTOR CONTACT: MEDIA CONTACT:
Qwest Communications Qwest Communications Alexander Communications
Diane Reberger Lee Wolfe Erin McKelvey
(303) 291-1662 (800) 567-7296 (303) 615-5070 ext. 108
[email protected] [email protected] [email protected]
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HTTP://WWW.QWEST.NET HTTP://WWW.QWEST.NET HTTP://WWW.ALEXANDER-PR.COM
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QWEST COMPLETES ACQUISITION OF EUNET INTERNATIONAL
QWEST AGGRESSIVELY ENTERS EUROPEAN DATA MARKET
DENVER -- APRIL 15, 1998 -- Qwest today announced the completion of the
acquisition of Amsterdam-based, EUnet International, a leading European Internet
service provider (ISP). With business units operating in 13 countries --
Austria, Belgium, Finland, France, Spain, Portugal, Norway, Sweden, Luxembourg,
Czech Republic, Switzerland, Romania and Estonia -- EUnet serves more than
60,000, primarily business, customers throughout Europe.
EUnet had revenues in 1997 of approximately $55 million, and 1998 revenues are
expected to reach $16 million in the first quarter and over $75 million for the
entire year. In addition, Qwest will fund EUnet's recent acquisition of a 50
percent interest in X-Link, a leading German Internet service provider.
As of April 14, 1998, the requisite number of EUnet shareholders have agreed to
the transaction. EUnet shareholders will receive approximately $135.5 million in
newly issued shares of Qwest common stock, approximately $4.5 million in cash,
and approximately $14.4 million in cash or additional Qwest shares at Qwest's
option.
The acquisition was accounted for as a purchase. Certain customary conditions,
including the receipt of applicable securities law approval, were satisfied.
"Qwest is building the world's most powerful native IP network, and the
acquisition of EUnet complements this network by establishing a significant
presence in the European data market --
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a market expected to reach $55 billion by the year 2000," said Joseph P.
Nacchio, president and CEO of Qwest.
"By combining Qwest's U.S. native IP fiber opting network and extensive
transatlantic capacity with EUnet's technical expertise and substantial European
market presence, a solid foundation has been created giving Qwest an
unparalleled capability to transmit data to and from Europe."
EUnet, established in 1982 as the first European provider of Internet services
for business use, was instrumental in creating Europe's Internet infrastructure.
Today, EUnet provides, via subsidiaries, affiliated companies and business
partners, one-stop shopping for corporate Internet access in Europe with a
network spanning more than 42 countries and more than 400 PoPs (Points of
Presence).
Via its transit-free backbone, EUnet offers the business community a wide range
of turnkey Intranets to mobile access, Webcasting, Web Storefront and E-commerce
solutions.
The Qwest shares to be exchanged in the transaction will be issued in a private
placement exempt from registration under the Securities Act of 1933 (the
"Securities Act").
The shares will be registered for resale under the Securities Act within three
weeks following the closing of the previously announced merger between Qwest and
LCI International, or by Sept. 30, 1998, whichever is earlier (or under certain
circumstances, as late as Oct. 31, 1998).
THE QWEST MACRO CAPACITY(SM) FIBER NETWORK
Qwest's planned domestic 16,285 mile native IP network will serve more than 125
cities, which represent approximately 80 percent of the data and voice traffic
originating in the United States, upon its scheduled completion in the second
quarter of 1999.
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Currently, more than 5,400 miles are activated from California to New York, from
Dallas to Houston and from Phoenix to Austin, Texas. Qwest is also extending its
network 1,400 miles into Mexico with completion slated for late third quarter
1998.
The Qwest Macro Capacity Fiber network is designed with a highly reliable and
secure bi-directional, line switching OC-192 SONET ring architecture. Upon
completion, the native IP network will offer a self-healing system that provides
the ultimate security and reliability by allowing instantaneous rerouting in the
event of a fiber cut.
ABOUT QWEST
Qwest Communications International Inc. (NASDAQ:QWST) is a multimedia
communications company building a high-capacity, native IP fiber optic network
for the 21st century. With its cutting-edge technology, Qwest will deliver
high-quality data, video and voice connectivity securely and reliably to
businesses, consumers and other communications service providers.
Further information is available at www.qwest.net.
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This release may contain forward-looking statements that involve risks and
uncertainties. These statements may differ materially from actual future events
or results. Readers are referred to the documents filed by Qwest with the SEC,
specifically the most recent reports filed under the Securities Exchange Act of
1934, which identify important risk factors that could cause actual results to
differ from those contained in the forward-looking statements, including
potential fluctuations in quarterly results, dependence on new product
development, rapid technological and market change, failure to complete the
network on schedule, failure to consummate the proposed merger with LCI
International timely or at all, volatility of stock price, financial risk
management and future growth subject to risks.
Information regarding EUnet (including forecasts of results of operation for
1998 or portions thereof) have been provided by EUnet and have not been verified
by Qwest or its representatives. No assurance can be given with respect to such
information or that such forecasts will be realized.
This announcement is not an offer to sell or a solicitation to buy any
securities of Qwest. Any offering securities will be made only pursuant to a
prospectus prepared by Qwest.
The Qwest shares to be issued in the transaction have not been registered under
the Securities Act and, unless so registered or an exemption from registration
is available, may not be offered or sold in the United States or its territories
and possessions or to any "U.S. Person" (within the meaning of the Securities
Act) and hedging transactions involving such shares may not be conducted unless
in compliance with the Securities Act.
The Qwest logo is a registered trademark of Qwest Communications International
Inc. in the U.S. and certain other countries.
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