AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 23, 1999
REGISTRATION NO. 333-71603
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT N0. 2 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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QWEST COMMUNICATIONS INTERNATIONAL INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 4813 84-1339282
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NO.)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
700 QWEST TOWER
555 SEVENTEENTH STREET
DENVER, COLORADO 80202
(303) 992-1400
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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ROBERT S. WOODRUFF
EXECUTIVE VICE PRESIDENT--FINANCE
QWEST COMMUNICATIONS INTERNATIONAL INC.
700 QWEST TOWER
555 SEVENTEENTH STREET
DENVER, COLORADO 80202
(303) 992-1400
(NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE FOR THE REGISTRANT)
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COPIES TO:
NICK NIMMO, ESQ.
HOLME ROBERTS & OWEN LLP
1700 LINCOLN STREET, SUITE 4100
DENVER, COLORADO 80203
(303) 861-7000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after this Registration Statement becomes
effective.
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If the securities being registered on this form are being offered in connection
with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
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If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
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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, as amended, or until this registration statement shall
become effective on such date as the Commission, acting pursuant to said section
8(a), may determine.
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This prospectus, dated March __, 1999, is subject to
completion and amendment.
Prospectus
Offer to Exchange All Outstanding
7.50% Senior Notes due 2008
for
7.50% Series B Senior Notes due 2008
of
Qwest Communications International Inc.
Information about the 7.50% Notes:
-----------------------------------------------
* Please consider the following:
- - We will pay interest on the 7.50% notes semi-annually on May 1 and November
1 of each year beginning May 1, 1999, at the rate of 7.50% per year.
- - We have the option to redeem all or a portion of the 7.50% notes at any
time at the redemption price set forth on page __ of this prospectus.
- - Our offer to exchange old 7.50% notes for new 7.50% notes will be open
until 5:00 p.m., New York City time, on _____________, 1999, unless we
extend the offer.
- - The 7.50% notes are senior unsecured obligations and rank equal in right of
payment to our existing future senior debt and senior in right of payment
to our existing and future subordinated debt. As of December 31, 1998, we
had $2,279.5 million of senior debt ranking equal in right of payment to
the 7.50% notes.
- - If you fail to tender your old 7.50% notes, you will continue to hold
unregistered securities and your ability to transfer them could be
adversely affected.
We do not intend to list the new 7.50% notes on any securities exchange
and, therefore, no active public market is anticipated.
You should carefully review the Risk Factors beginning on page 18 of this
prospectus.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
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The date of this prospectus is , 1999
The information in this prospectus is not complete and may be changed. We may
not sell the 7.50% notes until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to buy the 7.50% notes in any state where the offer or sale is not permitted.
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Table of Contents
PAGE
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Prospectus Summary.......................................................... 4
Risk Factors................................................................18
The Exchange Offer..........................................................25
Use of Proceeds.............................................................33
Capitalization..............................................................34
Description of the 7.50% Notes..............................................35
Pro Forma Condensed Combined Financial Statement............................75
Description of Certain Indebtedness.........................................78
United States Federal Income Tax Considerations.............................82
Plan of Distribution........................................................88
Legal Matters...............................................................89
Experts.....................................................................89
Where You Can Find More Information.........................................91
Incorporation of Certain Documents by Reference.............................92
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Prospectus Summary
This brief summary highlights selected information from the prospectus. It does
not contain all of the information that is important to you. We urge you to
carefully read and review the entire prospectus and the other documents it
refers to in order to fully understand the terms of the new 7.50% notes and the
exchange offer.
Our Company
We are a leading communications services provider with a nationwide,
high-capacity fiber optic communications network. We are engaged in two core
business segments: communications services and construction services.
Our communications services business offers Internet and multimedia services as
well as traditional voice communications services. Internet and multimedia
services include a broad range of services related to the transmission of video,
data and voice information. We provide our services to business customers,
governmental agencies and consumers in domestic and international markets. We
also provide wholesale services to other communications providers, including
Internet service providers and other data service companies.
Our network uses both Internet communications technology and traditional
telephone communications technology. Communications on the Internet are governed
by Internet protocol, a standard that allows communication across the Internet
regardless of the hardware and software used.
Our construction services business builds and installs fiber optic systems for
other communications providers, as well as for our own use.
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While our main source of revenue in 1998 was traditional voice communications
services, our strategy for the future is to focus on providing video, data and
voice services using Internet communications protocols that can be more
effectively provided over our high-capacity network than over more
traditional telecommunications networks. We are developing Internet-based
services according to market demand in partnership with leading information
technology companies, including:
o Microsoft Corporation, which provides business applications and
services,
o Netscape Communications Corporation, which provides one-stop access
for various communications services that can be accessed over the
Internet, and
o Covad Communications Group, Inc., which provides high-speed local
network connectivity.
Our Macro Capacity (SM) Fiber Network, a high-capacity fiber optic network that
uses Internet communications protocols, is our principal asset. The network is
designed to allow customers to transmit video, data and voice information with
the traditional public telephone network, seamlessly without the need to dial
access codes or follow other similar special procedures. The network will reach
approximately 18,800 route miles. We expect the initial 18,500 route miles to be
completed in mid-1999 and an additional 300 route mile segment to be completed
by the end of 1999. Our technologically advanced network is designed to
instantaneously re-route traffic in the event of a fiber cut to prevent
interruption in service to our customers. This is accomplished by automatically
re-routing traffic in the opposite direction around the cut. The network is
equipped with technologically advanced fiber and transmission electronics. At
full capacity, our network could transmit two trillion bits of multimedia
information per second. Our network is designed to support Internet
communications protocol, as well as traditional public telephone network
services and alternative information transfer standards used for data
transmission.
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When completed, our network will connect approximately 150 metropolitan areas
coast-to-coast. With our 20 switches throughout the United States and leased
digital fiber optic facilities, our network will reach metropolitan areas that
account for more than 95 percent of all United States call volume. We were the
first network service provider to complete a transcontinental Internet
communications protocol fiber network when we activated our network from Los
Angeles to San Francisco to New York in April 1998.
We are also forming a venture with KPN, a Dutch telecommunications company, to
build and operate an Internet communications protocol fiber optic network in
Europe that will be linked to our network in North America.
We are building a 1,400-route-mile extension of our U.S. network into Mexico. We
expect this extension to be completed in early 1999. We own capacity on three
undersea systems linking our network to Europe. We are also part of a consortium
of communications companies that is building a submarine 13,125-mile, four-fiber
pair cable system connecting the U.S. to Japan that will be capable of
transmitting information at the rate of 640 gigabits per second. The U.S. to
Japan project is scheduled for completion by the second quarter of 2000.
In addition to significant advantages in service, speed, sophistication,
reliability and security, our network's advanced technologies should provide a
cost advantage over older fiber systems generally in commercial use today. We
expect an additional cost benefit from the sale of fiber along the network to
other communications providers, which will reduce our net cost in the network
retained for our own use. We believe that the technological advantages and
growing reach of our network will position us to capture market share and take
full advantage of the rapidly growing global demand for video, data and voice
transmission capacity and services.
Our principal executive offices are located at 700 Qwest Tower, 555 Seventeenth
Street, Denver, Colorado 80202, and our telephone number is (303) 992-1400.
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The Exchange Offer
Securities to be Exchanged...
On November 4, 1998, we issued $750.0 million aggregate principal amount of
7.50% notes to the initial purchaser in a transaction exempt from the
registration requirements of the Securities Act. The terms of the new 7.50%
notes and the old 7.50% notes are substantially identical in all material
respects, except that the new 7.50% notes will be freely transferable by
the holders except as otherwise provided in this prospectus. See
"Description of the 7.50% Notes."
The Exchange Offer...........
$1,000 principal amount of new 7.50% notes in exchange for each $1,000
principal amount of old 7.50% notes. As of the date of this prospectus, old
7.50% notes representing $750.0 million aggregate principal amount are
outstanding.
We believe that new 7.50% notes issued in the exchange offer in exchange
for old 7.50% notes may be offered for resale or resold by holders without
compliance with the registration and prospectus delivery requirements of
the Securities Act, provided that:
o the new 7.50% notes are acquired in the ordinary course of the
holders' business and the holders have no arrangement with any person
to engage in a distribution of new 7.50% notes and
o the holders are not "affiliates" of Qwest or broker-dealers who
purchased old 7.50% notes directly from us to resell under Rule 144A
or any other available exemption under the Securities Act.
We base our belief on interpretations by the staff of the SEC, as set forth
in no-action letters issued to third parties unrelated to us. The SEC has
not, however, considered the exchange offer in the context of a no-action
letter and we cannot be sure that the staff of the SEC would make a similar
determination with respect to this exchange offer.
Each holder, other than a broker-dealer, must acknowledge that it is not
engaged in and does not intend to engage in a distribution of the new 7.50%
notes and has no arrangement to participate in a distribution of new 7.50%
notes. Each broker-dealer that receives new 7.50% notes for its own account
in the exchange offer must acknowledge that it will comply with the
prospectus delivery requirements of the Securities Act in connection with
any resale of the new 7.50% notes. Broker-dealers who acquired old 7.50%
notes directly from us and not as a result of market-making activities or
other trading activities may not rely on the staff's interpretations
discussed above or participate in the exchange offer and must comply with
the prospectus delivery requirements of the Securities Act in order to
resell the old 7.50% notes.
Registration Rights
Agreement..................
We sold the old 7.50% notes on November 4, 1998, in a private placement
relying on Section 4(2) of
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the Securities Act. The initial purchaser immediately resold the old 7.50%
notes in reliance on Rule 144A under the Securities Act. In connection with
the sale, we entered into a registration rights agreement with the initial
purchaser requiring us to make the exchange offer. The registration rights
agreement also provides that we must use our reasonable best efforts to
o cause the registration statement for the exchange offer to be
declared effective by April 2, 1999 and
o close the exchange offer by May 2, 1999.
See "The Exchange Offer -- Purpose and Effect."
Expiration Date..............
The exchange offer will expire at 5:00 p.m., New York City time,
____________, 1999 or a later date and time to which we extend it.
Withdrawal...................
The tender of the old 7.50% notes in the exchange offer may be withdrawn at
any time prior to 5:00 p.m., New York City time, on ____________, 1999, or
a later date and time to which we extend the offer. Any old 7.50% notes not
accepted for exchange for any reason will be returned without expense to
the tendering holder as soon as practicable after the exchange offer
expires or terminates.
Interest on the New 7.50% Notes and
the Old 7.50% Notes..............
Interest on the new 7.50% notes will accrue from the date of the original
issuance of the old 7.50% notes or from the date of the last periodic
payment of interest on the old 7.50% notes, whichever is later. No
additional interest will be paid on old 7.50% notes tendered and accepted
for exchange.
Conditions to the Exchange
Offer......................
The exchange offer is subject to customary conditions. We may waive the
conditions. See "The Exchange Offer -- Conditions to Exchange Offer."
Procedures for Tendering Old 7.50%
Notes......................
To accept the exchange offer, you must complete, sign and date a copy of
the letter of transmittal and
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mail or otherwise deliver it, together with the old 7.50% notes and any
other required documentation, to the exchange agent at the address set
forth in this prospectus. Persons holding the old 7.50% notes through the
Depository Trust Company and wishing to accept the exchange offer must do
so under the Depository Trust Company's automated tender offer program.
Under this program, each tendering participant will agree to be bound by
the letter of transmittal. By signing or agreeing to be bound by the letter
of transmittal, each holder will represent to us that:
o the new 7.50% notes acquired in in the exchange offer are being
obtained in the ordinary course of business,
o the holder is not engaging in and does not intend to engage in a
distribution of the new 7.50% notes,
o the holder does not have an arrangement to participate in the
distribution of the new 7.50% notes, and
o the holder is not an "affiliate" of our company, as defined under Rule
405 under the Securities Act.
We will accept for exchange any old 7.50% notes that are properly tendered and
not withdrawn before the expiration date. The new 7.50% notes will be delivered
promptly after the expiration date. See "The Exchange Offer -- Terms of the
Exchange Offer."
Exchange Agent...............
Bankers Trust Company is serving as exchange agent in connection with the
exchange offer.
Federal Income Tax
Considerations.............
In the opinion of our counsel, the exchange of old 7.50% notes for new
7.50% notes in the exchange offer should not be a taxable exchange for
United States federal income tax purposes. See "United States Federal
Income Tax Considerations."
Effect of not Tendering......
Old 7.50% notes that are not tendered or that are tendered but not accepted
will continue to be subject to the existing restrictions on transfer. We
will have no further obligation to register the old 7.50% notes under the
Securities Act.
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The New 7.50% Notes
The summary below describes the principal terms of the new 7.50% notes.
Some of the terms and conditions described below are subject to
important limitations and exceptions. The "Description of the 7.50% Notes"
section of this prospectus beginning on page 35 contains a more detailed
description of the terms and conditions of the new 7.50% notes.
Issuer.......................
Qwest Communications International Inc.
Securities Offered...........
$750,000,000 principal amount of 7.50% Series B Senior Notes Due 2008
Maturity.....................
November 1, 2008
Interest Rate................
7.50% per year, calculated using a 360-day year
Ranking......................
The new 7.50% notes will be senior unsecured obligations of Qwest and will
rank equal in right of payment to our existing and future senior debt and
senior in right of payment to all of our existing and future subordinated
debt. The new 7.50% notes are not secured by any assets and are effectively
subordinated to our future secured debt to the extent of the value of the
assets securing the debt. As of December 31, 1998, we had approximately
$1,927.8 million of debt outstanding, not counting debt of our
subsidiaries. None of our debt is secured or subordinated.
The new 7.50% notes are effectively subordinated to all of the present and
future debt and other liabilities of our subsidiaries, including trade
payables. The total liabilities of our subsidiaries as of December 31,
1998, after the elimination of loans and advances by us to our
subsidiaries, was approximately $1,901.6 million. Approximately $30.4
million of our subsidiaries' debt was secured. Any rights of us and our
creditors, including the holders of new 7.50% notes, to participate in the
assets of any of our subsidiaries upon any liquidation or reorganization of
any subsidiary will be subject to the prior claims of that subsidiary's
trade and other creditors.
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Optional Redemption..........
We can redeem the 7.50% notes at any time at a price of 100% of the
principal amount plus a premium that is described in the indenture.
Change of Control Offer......
If a "change of control" of our company occurs, we must give holders of the
7.50% notes an opportunity to sell us their 7.50% notes at 101% of their
face amount, plus accrued interest. A change of control is defined in the
indenture.
We might not be able to pay you the required price for new 7.50% notes you
request us to purchase at the time of a change of control because we may
also have to repay our senior credit facility and may not have enough funds
to repay all of our senior debt at that time.
Asset Sale Proceeds..........
If we sell certain assets, we must generally use the proceeds:
o first, to the repayment of debt then outstanding under any credit
facility, to the extent the agreements would require us to do so or
prohibit note repurchases;
o second, to offer to purchase outstanding 7.50% notes at 100% of their
face amount, plus accrued interest;
o third, to the repayment of other debt; and
o fourth, to any other company use.
Certain Indenture
Provisions...................
The indenture contains covenants limiting the ability of us and and most of
our subsidiaries to:
o borrow additional money,
o pay dividends or other distributions to stockholders,
o allow subsidiaries to guarantee our debt,
o limit the ability of subsidiaries to make payments to us,
o make investments,
o create liens on our assets,
o sell assets,
o enter into transactions with affiliates, and
o engage in mergers or consolidations.
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Under the indenture, we have no obligation to comply with most of the
covenants during any period when the 7.50% notes have been assigned
investment grade ratings. If the 7.50% notes later lose an investment grade
rating, the covenants will again apply, but actions taken during the period
generally cannot cause us to be in default if the covenants again become
effective.
Use of Proceeds..............
We will not receive any cash proceeds from the new 7.50% notes.
Risk Factors
We urge you to carefully review the risk factors beginning on page 18 for a
discussion of factors you should consider before exchanging your old 7.50% notes
for new 7.50% notes.
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Selected Historical and Unaudited Pro Forma
Condensed Combined Financial Data
The selected unaudited pro forma condensed combined statement of operations data
for the year ended December 31, 1998 gives effect to the acquisitions of Phoenix
Network, Inc., LCI and Icon as if the acquisitions had occurred on January 1,
1998. The selected unaudited pro forma condensed combined financial data does
not give effect to our acquisition of EUnet and the joint venture with KPN
because the disclosure is not required under Rule 3-05 of SEC Regulation S-X.
The selected unaudited pro forma condensed combined financial data give effect
to the acquisitions described above under the purchase method of accounting and
are based on the assumptions and adjustments described in the notes to the
Unaudited Pro Forma Condensed Combined Financial Statement included in this
prospectus. The fair value of the consideration will be allocated to the assets
and liabilities acquired based upon the fair values of the assets and
liabilities at the date of each respective acquisition and may be revised for a
period of up to one year from the date of each respective acquisition. The
preliminary estimates and assumptions as to the value of the assets and
liabilities of LCI and Icon to the combined company are based upon information
available at the date of preparation of the Unaudited Pro Forma Condensed
Combined Financial Statement, and will be adjusted upon the final determination
of the fair values. The items awaiting final allocation include LCI network
asset valuation and final determination of the costs to sell these assets. It is
anticipated that final allocation of the LCI purchase price will not differ
materially from the preliminary allocation.
The selected historical financial data as of the end of, and for each of the
years in, the five year period ended December 31, 1998 have been taken or
derived from the respective historical consolidated financial statements of
Qwest.
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Selected Pro Forma Condensed Combined Financial Data (Unaudited)
(Amounts in Millions, Except per Share Information)
Year Ended
December 31,
1998
------------
Statement of Operations Data:
Revenue............................................ $3,087
Operating expenses................................. 2,681
Depreciation and amortization...................... 320
------
Earnings from operations........................... 86
Other expense, net................................. 109
------
Earnings before income taxes....................... (23)
Income tax expense................................. 51
------
Net loss........................................... $ (74)
======
Loss per share--basic and diluted.................. $(0.22)
Shares used in calculating basic and diluted loss
per share......................................... 331
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Selected Historical Financial Data
Year Ended December 31,
------------------------------------
1994 1995 1996 1997 1998(1)
------ ------ ------ ---- ------
(In Millions, Except per Share Data)
Statement of Operations
Data:
Total revenue............ $ 71 $ 125 $ 231 $ 697 $2,242
Total operating
expenses................ 82 161 243 673 2,996
Earnings (loss) from
operations.............. (11) (36) (12) 24 (754)
Other (income)
expense................. -- 2 (2) -- 96
Earnings (loss) before
income taxes............ (11) (38) (10) 24 (850)
Net earnings (loss)...... $ (7) $ (25) $ (7) $ 15 $ (844)
====== ====== ====== ===== ======
Earnings (loss) per
share--basic............ $(0.04) $(0.15) $(0.04) $0.08 (3.02)
Earnings (loss) per
share--diluted.......... $(0.04) $(0.15) $(0.04) $0.07 (3.02)
Other Financial Data:
EBITDA(2)................ $ (6) $ (26) $ 7 $ 42 295
Net cash provided by
(used in)
operating activities.... $ 3 $ (57) $ 33 $ (36) 45
Net cash provided by
(used in)
investing activities.... $ (42) $ (59) $ (53) $(357) (1,439)
Net cash provided by
(used in)
financing activities.... $ 34 $ 114 $ 26 $ 766 1,477
Capital expenditures(3).. $ 41 $ 49 $ 86 $ 445 1,413
Ratio of earnings to
fixed charges(4)....... -- -- -- 1.15 --
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>
As of December 31,
-----------------------------------
1994 1995 1996 1997 1998
---- ---- ---- ----- ------
(In Millions)
Summary Balance Sheet Data:
Total assets................... $89 $184 $263 $1,398 $8,068
Long-term debt................. $27 $ 69 $109 $ 630 $2,307
Total stockholders' equity(5).. $25 $ 26 $ 9 $ 382 $4,238
As of December 31,
--------------------------------
1996 1997 1998
------ ------ -----
Operating Data:
Route miles of conduit
installed.............. 3,650 9,500 17,000
Route miles of lit fiber
installed.............. 900 3,400 12,500
Total minutes of use
(In millions, for the
year).................. 382 669 10,800
- --------
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(1) On June 5, 1998, we acquired LCI. The acquisition was accounted for as a
purchase and the results of LCI's operations are included with ours for the
period subsequent to the acquisition.
(2) EBITDA represents net earnings (loss) before interest, income taxes,
depreciation and amortization, a nonrecurring expense of $2.6 million in
the year ended December 31, 1996 to restructure operations, the
non-recurring gain on sale of telecommunications agreements of $6.1 million
in the year ended December 31, 1996, the non-recurring gain on sale of
contract rights of approximately $9.3 million in the year ended December
31, 1997 and non-recurring expenses of $859.4 million in the year ended
December 31, 1998 related to the LCI merger, the Icon merger, the
redemption of $87.5 million of our 10 7/8% notes and the repayment of our
equipment credit facility. EBITDA includes earnings from the construction
contracts for the sale of dark fiber that we will use to provide cash for
the construction cost of our network. EBITDA does not represent cash flow
for the periods presented and should not be considered as an alternative to
net earnings (loss) as an indicator of our operating performance or as an
alternative to cash flows as a source of liquidity, and may not be
comparable with EBITDA as defined by other companies. Qwest believes that
EBITDA is commonly used by financial analysts and others in the
telecommunications industry. Without the effect of Qwest's growth share
plan expense, EBITDA would have been $302.4 million, $115.2 million, $20.0
million, and $1.8 million for the years ended December 31, 1998, 1997 and
1996, respectively.
(3) Capital expenditures include expenditures for property and equipment,
accrued capital expenditures, capital expenditures financed with the
equipment credit facility and initial obligations under capital leases.
(4) Earnings were insufficient to cover fixed charges by $891.3 million, $12.6
million, $40.4 million and 11.0 million for the years ended December 31,
1998, 1996, 1995 and 1994.
(5) We have not declared or paid cash dividends on our common stock since
becoming a public company in June 1997.
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Risk Factors
In addition to the other information in this prospectus, the following risk
factors should be considered carefully in evaluating us and our business before
participating in the exchange offer.
If you do not exchange your old 7.50% notes, they will
continue to be subject to restrictions on transfer.
Holders of old 7.50% notes who do not exchange their old 7.50% notes for new
7.50% notes will continue to be subject to the restrictions on transfer of the
old 7.50% notes as set forth in the legends on the old 7.50% notes. The old
7.50% notes may not be offered or sold unless they are registered under the
Securities Act or are exempt from registration. See "The Exchange
Offer--Consequences of Failure to Exchange."
Subordination of the notes and our holding company
structure may limit payments on the notes.
The 7.50% notes are obligations only of Qwest, which is a holding company with
no material assets other than the stock of its subsidiaries. Our subsidiaries
conduct substantially all of our operations and own substantially all of our
assets. As a result, our cash flow and our ability to meet our debt service
obligations depends on the cash flow of our subsidiaries and the payment of
funds by them to us in the form of loans, dividends or otherwise. Our
subsidiaries generally are not obligated to make funds available to us for
payment on the 7.50% notes or for other purposes. Existing debt agreements of
our subsidiaries impose significant restrictions on the ability of our
subsidiaries to pay dividends or make other distributions or loans and advances
to us. Future debt instruments of our subsidiaries also may impose these
restrictions. In addition, the ability of our subsidiaries to make any payments
to us will depend on their earnings, business and tax considerations and legal
restrictions.
As a result, the 7.50% notes effectively will rank junior to all existing and
future debt, trade payables and other liabilities of our subsidiaries. If a
subsidiary were to become bankrupt or dissolve, our rights and the rights of our
creditors to share in the assets of the subsidiary will be subject to the prior
claims of the subsidiary's creditors. After the payment of the subsidiary's
liabilities, the subsidiary may not have enough assets remaining to pay us and
our creditors, including the holders of the 7.50% notes. At December 31, 1998,
our subsidiaries had approximately $1,901.6 million of outstanding liabilities.
All of these liabilities effectively rank senior to the 7.50% notes. We expect
that our subsidiaries will incur additional debt in the future.
The 7.50% notes are unsecured and are
subordinated to secured debt
The 7.50% notes are general unsecured obligations of Qwest. As a result, the
7.50% notes will rank junior in right of payment to the claims of all of our
secured creditors to the extent of the value of the secured assets. If a default
or acceleration of our secured debt occurs, the holders of the debt could seize
the assets securing the debt and sell the assets to satisfy all or a part of
what is owed. At December 31, 1998, our subsidiaries had approximately $30.4
million of secured debt. Future debt incurred by us and our subsidiaries may
also be secured.
The value of a substantial portion of our fixed assets is derived from employing
the assets in a communications business. These assets are highly specialized and
we expect that, taken individually, they would have limited marketability.
Consequently, in the event of a realization by secured creditors on the assets
of our subsidiaries, creditors would likely seek to sell the business as a going
concern in order to maximize the proceeds realized. The price obtained upon a
sale could be adversely affected by the necessity to obtain approval of the sale
from applicable regulatory authorities and compliance with other applicable
governmental regulations.
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Leverage may impair our financial condition
We have a large amount of debt outstanding. As of December 31, 1998, we had
approximately $2,309.9 million of long-term debt, including the current portion
of long-term debt, and a debt-to-equity ratio of 0.6 to 1.0. A significant
portion of our cash flow from operations must be dedicated to the repayment of
the debt.
The indenture limits, but does not prohibit, us and our subsidiaries from
incurring additional debt. We expect that we and our subsidiaries may incur
substantial additional debt in the future. In February 1999, we received
commitments from several banks to syndicate an unsecured credit facility in the
amount of $1.0 billion. We expect to close by the end of the first
quarter of 1999.
We will be subject to extensive restrictions as a result of
covenants in our indentures and credit facilities.
The indentures for the 7.50% notes and our other outstanding senior notes and
senior credit facilities impose significant operating and financial restrictions
on us, including those listed in "Summary--Certain Indenture Provisions."
These restrictions could limit our ability to obtain future financing, make
needed capital expenditures, withstand a future downturn in our business or in
the economy or otherwise conduct necessary corporate activities. We have no
obligation to comply with most of the covenants during any period when the 7.50%
notes have been assigned investment grade ratings. If the 7.50% notes later lose
an investment grade rating, the covenants will again apply, but actions taken
during that period generally cannot cause us to be in default if the covenants
again become effective. As a result, the protection given by the covenants could
be weakened if the 7.50% notes are assigned investment grade ratings and are
subsequently downgraded to non-investment grade.
We must complete the Qwest network and increase traffic volume.
Our success will depend largely on completion of our network on schedule and
within budget, on maintaining the rights of way for our network and on achieving
substantial traffic volumes on our network. The construction of our network will
be affected by many factors, such as weather and regulatory approvals, that are
beyond our control.
We have had operating losses and working capital deficits.
We have had operating losses and have not had enough cash flow from operations
to allow us to meet our debt service requirements, capital expenditures and
other cash needs. We had a net loss of $844.0 million for the year ended
December 31, 1998 and an accumulated deficit of approximately $875.9 million at
December 31, 1998.
Although we had a working capital surplus of approximately $201.6 million at
December 31, 1998, we had working capital deficits for each of the four fiscal
years before 1998. We expect total capital expenditures for the year ending
December 31, 1999 to be approximately $1.4 billion. We cannot assure you that
our operations will be profitable in the future. We may require additional
capital in order to offset operating losses and working capital deficits and to
support our objectives.
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Our operations are subject to extensive regulation.
Communications services are subject to the provisions of the federal
Communications Act of 1934 and FCC regulations. Communications services also are
covered by laws and regulations of the states, including regulation by public
utility commissions and other state agencies. We must obtain and maintain
certificates of authority from regulatory bodies in most states where we offer
intrastate services. We also must obtain prior regulatory approval of tariffs
for our intrastate services in most of these jurisdictions.
Regulation of the telecommunications industry is changing rapidly and the
regulatory environment varies substantially from state to state. As deregulation
at the federal level occurs, some states are reassessing the level and scope of
regulation that may be applicable to us. Some of our operations are also subject
to various environmental, safety, health and other governmental regulations.
We operate in a highly competitive industry.
Many of our existing and potential competitors, such as AT&T, MCI WorldCom and
Sprint, have financial, marketing and other resources that are significantly
greater than ours, which they are using in the development of their
communications service offerings. Other companies are building networks that
will employ advanced technology similar to ours. The Telecommunications Act
allows local exchange carriers to enter the long distance business. Some
companies, such as telecommunications carriers and cable television companies,
also are beginning to enter into joint ventures for the provision of
communications services. Finally, the Telecommunications Act made it possible
for entities such as power utilities to enter the local exchange market. Entry
of these companies into the long distance business would result in substantial
additional competition in communications services. This may have a material
adverse effect on us and our customers that are communications services
providers themselves.
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Our inability to successfully integrate acquired businesses
with our other businesses could negatively impact us.
We have completed five acquisitions since our initial public offering, including
the acquisitions of LCI in June 1998 for approximately $3,930.5 million and Icon
for approximately $254.1 million in our common stock. We expect this rapid
expansion will continue for the foreseeable future. This growth has increased
our operating complexity. To manage our expansion effectively we must:
o expand, train and manage our employee base and attract and retain highly
skilled personnel;
o expand and improve our systems for serving and communicating with our
customers;
o continue to develop and market new products and services;
o integrate acquired operations with our existing operations; and
o control expenses related to the expansion of our business.
We cannot assure you that we will be able to satisfy these requirements, or
otherwise manage our growth effectively, and any failure to do so could have a
material adverse effect on our business, financial condition and results of
operations.
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Overcapacity in our industry has caused prices to fall.
The long distance transmission industry has had overcapacity and falling prices
since shortly after the AT&T breakup in 1984. We expect that prices for
communications services will continue to fall over the next several years. This
is due primarily to:
o recent technological advances that permit large increases in the
transmission capacity of both new and existing fiber;
o strategic alliances or similar transactions, such as purchasing alliances
for long distance capacity among local exchange carriers that increase the
parties' purchasing power; and
o construction of new networks.
Year 2000 risks.
Many existing computer systems, including hardware and software, use only the
last two digits to identify a year. Consequently, as the year 2000 approaches,
those systems will not recognize the difference in a year that begins with "20"
rather than "19". As a result of the date change in the year 2000, if any of our
computer systems use only two digits to define the year, these defective systems
may cause disruptions in its network operations through which we provide
communications services to our customers and in our internal operations.
Additionally, we depend on outside sources to provide communications services to
our customers and to bill our customers for those services. The greatest risk to
our ability to provide communications services is the failure of third-party
service providers to be year 2000 compliant, especially those third-party
service providers that provide local access and certain of the billing systems
for long distance telecommunications service.
22
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Our industry is subject to rapid
technological changes.
The telecommunications industry is subject to rapid and significant changes in
technology. For instance, recent technological advances permit large increases
in the transmission capacity of both new and existing fiber. The introduction of
new products or emergence of new technologies also may reduce the cost and
increase the supply of certain services similar to those provided by us.
Technological changes could have a material adverse effect on our business,
financial condition and results of operations.
The loss of key executive officers
could adversely affect us
The loss of our Chairman, Joseph Nacchio, or other key members of our senior
management could significantly impede our ability to attain our financial,
expansion, marketing and other objectives.
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We may have conflicts of interest with
Philip F. Anschutz, who controls our company.
Philip F. Anschutz, a director and Chairman of Qwest, beneficially owned
approximately 46.1% of the issued and outstanding shares of our common stock at
December 31, 1998. Mr. Anschutz continues to have the power to elect all the
directors of Qwest and to control the vote on all other matters. Also, Mr.
Anschutz is a director and holds approximately 5% of the stock of Union Pacific
Railroad Company. Subsidiaries of that company own railroad rights of way on
which a significant portion of our network has been and will be built.
A liquid trading market for the
7.50% notes may not develop.
There is no established trading market for the 7.50% notes. The initial
purchaser of the 7.50% notes has informed us that it currently intends to make a
market in the new 7.50% notes. However, the initial purchaser has no obligation
to do so and may discontinue making a market at any time without notice. In
addition, the liquidity of any trading market in the 7.50% notes will depend on:
o the number of holders of the 7.50% notes;
o the overall market for similar securities;
o our financial performance and prospects; and
o prospects for companies in our industry generally.
As a result, we cannot assure you that an active trading market will develop for
the 7.50% notes.
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Cautionary Statement Regarding
Forward-looking Statements
This prospectus contains or incorporates by reference certain "forward-looking
statements" about our financial condition, results of operations and business.
These statements include:
o statements concerning the benefits that we expect will result from our
certain transactions we have completed, such as increased revenues,
decreased expenses and avoided expenses and expenditures,
o our plans to complete our communications network and
o other statements of our expectations, beliefs, future plans and strategies,
anticipated developments and other matters that are not historical facts.
These statements may be made expressly in this document or may be incorporated
by reference to other documents we have filed with the SEC. You can find
many of these statements by looking for words such as "believes," "expects,"
"anticipates," "estimates," or similar expressions.
These forward-looking statements are subject to numerous assumptions, risks and
uncertainties that may cause our actual results, performance or achievements to
be materially different from any future results, performance or achievements
expressed or implied by us in those statements. The risks and uncertainties
include those risks, uncertainties and risk factors identified, among other
places, under "Risk Factors" in this prospectus, beginning on page 18, and under
"Risk Factors" and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" in the documents incorporated by reference in this
prospectus.
Actual results may differ materially from those expressed or implied by the
forward-looking statements. You are cautioned not to place undue reliance on the
statements, which speak only as of the date of this prospectus or, in the case
of documents incorporated by reference, the date of the document.
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 we or persons acting on our behalf may issue. We do not intend
to review or confirm analysts' expectations or estimates or to release publicly
any revisions to any forward-looking statements to reflect events or
circumstances after the date of this prospectus or to reflect the occurrence of
unanticipated events.
The Exchange Offer
Purpose of the Exchange Offer
Qwest originally issued and sold the old 7.50% notes on November 4, 1998
in an offering that was exempt from registration under the Securities Act in
reliance upon the exemptions provided by Section 4(2), Rule 144A and Regulation
S of the Securities Act. Accordingly, the old 7.50% notes may not be transferred
in the United States unless registered or unless an exemption from the
registration requirements of the Securities Act and applicable state securities
laws is available.
As a condition to the sale of the old 7.50% notes, Qwest and the initial
purchaser of the old 7.50% notes entered into a registration rights agreement
as of November 4, 1998. In the registration rights agreement, Qwest agreed that
it would:
o file with the SEC a registration statement under the Securities Act with
respect to the new 7.50% notes by February 2, 1999;
o use its best efforts to cause the registration statement to be declared
effective under the Securities Act by April 2, 1999; and
o close an offer of the new 7.50% notes in exchange for surrender of the old
7.50% notes by May 2, 1999.
We have filed a copy of the registration rights agreement as an exhibit to the
registration statement of which this prospectus is a part. The registration
statement satisfies certain of Qwest's obligations under the registration rights
agreement.
Resale of the New Notes
Based on no-action letters issued by the staff of the SEC to third parties,
Qwest believes that the new 7.50% notes issued in the exchange offer in exchange
for old 7.50% notes would be freely transferable after the exchange offer
without further registration under the Securities Act if the holder of the new
7.50% notes:
o is not an "affiliate," as defined in Rule 405 of the Securities Act, of
Qwest,
o is acquiring the new 7.50% notes in the ordinary course of its business and
o no arrangement to participate in the distribution, within the meaning of
the Securities Act, of the new 7.50% notes;
provided that, in the case of broker-dealers, a prospectus meeting the
requirements of the Securities Act must be delivered if required.
The SEC has not, however, considered this exchange offer in the context of a
no-action letter and Qwest cannot assure you that the staff of the SEC would
make a similar determination with respect to this exchange offer. Holders of old
7.50% notes wishing to accept this exchange offer must represent to Qwest that
the conditions have been met.
A broker-dealer that acquired old 7.50% notes for its own account as a result of
market-making or other trading activities and exchanges them for new 7.50% notes
for its own account in this exchange offer may be deemed to be an "underwriter"
within the meaning of the Securities Act and must deliver a prospectus in
connection with any resale of the new 7.50% notes.
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<PAGE>
Qwest has agreed that it will make this prospectus available to any
broker-dealer for use in connection with a resale for a period of one year after
closing of the exchange offer. A broker-dealer that delivers a prospectus to
purchasers in connection with resales will be subject to the civil liability
provisions under the Securities Act and will be bound by the provisions of the
registration rights agreement, including indemnification and contribution rights
and obligations. See "Plan of Distribution."
Terms of the Exchange Offer; Period for Tendering Old 7.50% Notes
This prospectus and the accompanying letter of transmittal together make up the
exchange offer. On the terms and subject to the conditions set forth in this
prospectus and the letter of transmittal, Qwest will accept for exchange any
old 7.50% notes that are properly tendered on or before the expiration date
unless they are withdrawn as permitted below. Qwest will issue $1,000 principal
amount at maturity of new 7.50% notes in exchange for each $1,000 principal
amount at maturity of outstanding old 7.50% notes surrendered in the exchange
offer. Old 7.50% notes may be exchanged only in integral multiples of $1,000.
The form and terms of the new 7.50% notes are the same as the form and terms of
the old 7.50% notes except that the exchange will be registered under the
Securities Act and so the new 7.50% notes will not bear legends restricting
their transfer,
The new 7.50% notes will evidence the same debt as the old 7.50% notes and will
be issued under the same indenture.
As of the date of this prospectus, an aggregate of $750,000,000 in principal
amount at maturity of the old 7.50% notes is outstanding. This prospectus is
first being sent on or about March __, 1999, to all holders of old 7.50%
notes known to Qwest.
Holders of the old 7.50% notes do not have any appraisal or dissenters' rights
under the indenture in connection with the exchange offer.
Qwest may, at any time or from time to time, extend the period of time during
which the exchange offer is open and delay acceptance for exchange of any old
7.50% notes, by giving written notice of the extension to the holders as
described below. During the extension, all old 7.50% notes previously tendered
will remain subject to the exchange offer and
26
<PAGE>
may be accepted for exchange by Qwest. Any old 7.50% notes not accepted
for exchange for any reason will be returned without expense to the tendering
holder as promptly as practicable after the expiration of the exchange offer.
Qwest reserves the right to amend or terminate the exchange offer if any of the
conditions of the exchange offer are not met. The conditions of the exchange
offer are specified below under "--Conditions of the Exchange Offer."
Qwest will give written notice of any extension, amendment, nonacceptance
or termination to the holders of the old 7.50% notes as promptly as practicable.
Any extension to be issued by means of a press release or other public
announcement will be issued no later than 9:00 a.m., New York City time, on the
next business day after the previously scheduled expiration date.
Procedures for Tendering Old 7.50% Notes
The tender to Qwest of old 7.50% notes by a holder as set forth below and the
acceptance by Qwest will create a binding agreement between the tendering holder
and Qwest upon the terms and subject to the conditions set forth in this
prospectus and in the accompanying letter of transmittal. Except as set forth
below, a holder who wishes to tender old 7.50% notes for exchange must send a
completed and signed letter of transmittal, including all other documents
required by the letter of transmittal, to the exchange agent at one of the
addresses set forth below under "--Exchange Agent" on or before the expiration
date. In addition, either:
o the exchange agent must receive before the expiration date certificates for
the old 7.50% notes along with the letter of transmittal, or
o the exchange agent must receive confirmation before the expiration date of
a book-entry transfer of the old 7.50% notes into the exchange agent's
account at The Depository Trust Company as described below, or
o the holder must comply with the guaranteed delivery procedures described
below.
The method of delivery of old 7.50% notes, letters of transmittal and all other
required documents is at the election and risk of the holders. If the delivery
is by mail, Qwest recommends that holders use registered mail, properly insured,
with return receipt requested. In all cases, holders should allow sufficient
time to assure timely delivery. Holders should not send letters of transmittal
or old 7.50% notes to Qwest.
Some beneficial owners' old 7.50% notes are registered in the name of a broker,
dealer, commercial bank, trustee or other nominee. If one of those beneficial
owners wishes to tender, the beneficial owner should contact the registered
holder of the old 7.50% notes promptly and instruct the registered holder to
tender on the beneficial owner's behalf. If one of those beneficial owners
wishes to tender on its own behalf, then before completing and signing the
letter of transmittal and delivering its old 7.50% notes, the beneficial owner
must either register ownership of the old 7.50% notes in the beneficial owner's
name or obtain a properly completed power of attorney from the registered holder
of old 7.50% notes. The transfer of record ownership may take considerable time.
If the letter of transmittal is signed by
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a person other than the registered holder of the old 7.50% notes, the old 7.50%
notes must be endorsed or accompanied by appropriate powers of attorney. In
either case the letter of transmittal must be signed exactly as the name of the
registered holder that appears on the old 7.50% notes.
Signatures on a letter of transmittal or a notice of withdrawal must be
guaranteed unless the old 7.50% notes surrendered for exchange are tendered:
o by a registered holder of the old 7.50% notes who has not completed the
box entitled "Special Issuance Instructions" or "Special Delivery
Instructions" on the letter of transmittal or
o for the account of a firm or other entity identified in Rule 17Ad-15 under
the Exchange Act as an eligible guarantor institution. Eligible guarantor
institutions include:
o a member of a registered national securities exchange,
o a member of the National Association of Securities Dealers, Inc. or
o a commercial bank or trustee having an office or correspondent in the
United States.
If signatures on a letter of transmittal or a notice of withdrawal are required
to be guaranteed, the guarantees must be by an eligible guarantor institution.
If old 7.50% notes are registered in the name of a person other than a signer of
the letter of transmittal, the old 7.50% notes surrendered for exchange must be
endorsed by the registered holder with the signature guaranteed by an eligible
guarantor institution. Alternatively, the old 7.50% notes may be accompanied by
a written assignment, signed by the registered holder with the signature
guaranteed by an eligible guarantor institution.
All questions as to the validity, form, eligibility, time of receipt and
acceptance of old 7.50% notes tendered for exchange will be determined by Qwest
in its sole discretion, and its determination shall be final and binding. Qwest
reserves the absolute right to reject any tenders of any particular old 7.50%
notes not properly tendered or not to accept any particular old 7.50% notes
whose acceptance might, in the judgment of Qwest or its counsel, be unlawful.
Qwest also reserves the absolute right to waive any defects or irregularities or
conditions of the exchange offer as to any particular old 7.50% notes either
before or after the expiration date. The interpretation of the terms and
conditions of the exchange offer as to any particular old 7.50% notes either
before or after the expiration date by Qwest will be binding on all parties.
Unless waived, any defects or irregularities in connection with tenders of old
7.50% notes for exchange must be cured within a reasonable period of time as
Qwest shall determine. Neither Qwest, the exchange agent nor any other person
shall be under any duty to give notification of any defect or irregularity with
respect to any tender of old 7.50% notes for exchange.
If the letter of transmittal or any old 7.50% notes or powers of attorney are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, those persons should so indicate when signing. Unless waived by Qwest,
those persons must submit proper evidence satisfactory to Qwest of their
authority to act.
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By tendering, each holder will represent to Qwest:
o that it is not an "affiliate," as defined in Rule 405 of the Securities
Act, of Qwest, or if it is an affiliate, it will comply with the
registration and prospectus delivery requirements of the Securities Act to
the extent applicable,
o that it is acquiring the new 7.50% notes in the ordinary course of its
business and
o at the time of the closing of the exchange offer it has no arrangement to
participate in the distribution, within the meaning of the Securities Act,
of the new 7.50% notes.
If the holder is a broker-dealer that will receive new 7.50% notes for its own
account in exchange for old 7.50% notes that were acquired as a result of
market-making activities or other trading activities, the holder may be deemed
to be an "underwriter" within the meaning of the Securities Act. Those holders
will be required to acknowledge in the letter of transmittal that it will
deliver a prospectus in connection with any resale of the new 7.50% notes.
However, by so acknowledging and by delivering a prospectus, the holder will not
be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act.
Acceptance of Old 7.50% Notes for Exchange; Delivery of New 7.50% Notes
Upon satisfaction or waiver of all of the conditions to the exchange offer,
Qwest will accept, promptly after the expiration date, all old 7.50% notes
properly tendered and will issue the new 7.50% notes promptly after acceptance
of the old 7.50% notes. See "--Conditions of the Exchange Offer" below. Qwest
will be deemed to have accepted properly tendered old 7.50% notes for exchange
when Qwest has given oral or written notice to the exchange agent.
The new 7.50% notes will bear interest at the same rate and on the same terms as
the old 7.50% notes. Consequently, cash interest on the new 7.50% notes will
accrue at a rate of 7.50% per annum and will be payable semiannually in arrears
commencing on May 1, 1999 and then on November 1 and May 1 of each year.
Interest on each new 7.50% note will accrue from the last interest payment date
on which interest was paid on the surrendered old 7.50% note. If no interest has
been paid on the old 7.50% note, interest on the new 7.50% notes will accrue
from the date of issuance of the old 7.50% notes. Consequently, holders whose
old 7.50% notes are accepted for exchange will be deemed to have waived the
right to receive any accrued but unpaid interest on the old 7.50% notes.
The issuance of new 7.50% notes for old 7.50% notes that are accepted for
exchange in the exchange offer will be made only after timely receipt by the
exchange agent of certificates for the old 7.50% notes or a timely book-entry
confirmation of the old 7.50% notes into the exchange agent's account at the
book-entry transfer facility, a completed and signed letter of transmittal and
all other required documents. If any tendered old 7.50% notes are not accepted
for any reason set forth in the terms and conditions of the exchange offer, or
if old 7.50% notes are submitted for a greater amount than the holder desires to
exchange, the unaccepted or non-exchanged old 7.50% notes will be returned
without expense to the tendering holder
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<PAGE>
as promptly as practicable after the exchange offer expires or terminates. In
the case of old 7.50% notes tendered by book-entry procedures described below,
the non exchanged old 7.50% notes will be credited to an account maintained with
the book-entry transfer facility.
Conditions of the Exchange Offer
Qwest will not be required to accept for exchange any old 7.50% notes and may
terminate or amend the exchange offer prior to the expiration date, if Qwest
determines that it is not permitted to effect the exchange offer because of:
o any changes in law, or applicable interpretations by the SEC, or
o any action or proceeding is instituted or threatened in any court or
governmental agency with respect to the exchange offer.
Holders may have certain rights and remedies against Qwest under the
registration rights agreement if Qwest fails to close the exchange offer,
whether or not the conditions stated above occur. These conditions are not
intended to modify those rights or remedies.
Book-Entry Transfer
The exchange agent will make a request to establish an account for the old 7.50%
notes at the book-entry transfer facility for the exchange offer within two
business days after the date of this prospectus, and any financial institution
that is a participant in the book-entry transfer facility's systems may make
book-entry delivery of old 7.50% notes by causing the book-entry transfer
facility to transfer the old 7.50% notes into the exchange agent's account at
the book-entry transfer facility in accordance with the book-entry transfer
facility's procedures for transfer. However, although delivery of old 7.50%
notes may be effected through book-entry transfer at the book-entry transfer
facility, the letter of transmittal or facsimile, or an agent's message, with
any required signature guarantees and any other required documents, must be
received by the exchange agent at one of the addresses set forth below under
"--Exchange Agent" on or before the expiration date or the guaranteed delivery
procedures described below must be complied with.
The term "agent's message" means a message, transmitted by Depository Trust
Company to the exchange agent and forming a part of a book-entry confirmation,
which states that DTC has received an express acknowledgment from the tendering
participant stating that the participant has received and agrees to be bound by
the terms of the letter of transmittal, and that Qwest may enforce the letter of
transmittal against the participant.
Guaranteed Delivery Procedures
If a registered holder of the old 7.50% notes wishes to tender the old 7.50%
notes and the old 7.50% notes are not immediately available, or time will not
permit the holder's old 7.50% notes or other required documents to reach the
exchange agent before the expiration date, or the procedure for book-entry
transfer cannot be completed on time, the old 7.50% notes may nevertheless be
exchanged if:
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o the tender is made through an eligible guarantor institution,
o before the expiration date, the exchange agent has received from the
eligible guarantor institution a completed and signed letter of
transmittal, or a facsimile, and a notice of guaranteed delivery,
substantially in the form provided by Qwest. Delivery may be made by
telegram, telex, facsimile transmission, mail or hand deliver. The letter
of transmittal and notice of guaranteed delivery must set forth the name
and address of the holder of the old 7.50% notes and the amount of old
7.50% notes, state that the tender is being made and guarantee that within
five trading days on the Nasdaq National Market after the date of signing
of the notice of guaranteed delivery, the certificates for all physically
tendered old 7.50% notes, in proper form for transfer, or a book-entry
confirmation, and any other documents required by the letter of
transmittal, will be deposited by the eligible guarantor institution with
the exchange agent, and
o the certificates for all physically tendered old 7.50% notes, in proper
form for transfer, or a book-entry confirmation and all other documents
required by the letter of transmittal, are received by the exchange agent
within five Nasdaq National Market trading days after the date of signing
the notice of guaranteed delivery.
WITHDRAWAL RIGHTS
Tenders of old 7.50% notes may be withdrawn at any time prior to the expiration
date.
For a withdrawal to be effective, a written notice of withdrawal must be
received by the exchange agent at one of the addresses set forth below under
"--Exchange Agent." Any notice of withdrawal must:
o specify the name of the person who tendered the old 7.50% notes to be
withdrawn,
o identify the old 7.50% notes to be withdrawn, including the amount of the
old 7.50% notes, and,
o where certificates for old 7.50% notes have been transmitted, specify the
name in which the old 7.50% notes are registered, if different from that of
the withdrawing holder.
If certificates for old 7.50% notes have been delivered or otherwise identified
to the exchange agent, then, prior to the release of the certificates the
withdrawing holder must also submit the serial numbers of the particular
certificates to be withdrawn and a signed notice of withdrawal with signatures
guaranteed by an eligible guarantor institution unless the holder is an eligible
guarantor institution. If old 7.50% notes have been tendered under the
procedure for book-entry transfer described above, any notice of withdrawal must
specify the name and number of the account at the book-entry transfer facility
to be credited with the withdrawn old 7.50% notes and otherwise comply with the
procedures of the facility. All questions as to the validity, form, eligibility
and time of receipt of the notices will be determined by Qwest whose
determination shall be final and binding on all parties. Any old 7.50% notes so
withdrawn will be deemed not to have been validly tendered for exchange for
purposes of the exchange offer. Any old 7.50% notes that have been tendered for
exchange but that are not exchanged for any reason will be returned to the
holder without cost to the holder as soon as practicable after withdrawal,
rejection of tender or termination of the exchange
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offer. In the case of old 7.50% notes tendered by book-entry transfer into the
exchange agent's account at the book-entry transfer facility under the
book-entry transfer procedures described above, the old 7.50% notes will be
credited to an account with the book-entry transfer facility specified by the
holder. Properly withdrawn old 7.50% notes may be retendered by following one of
the procedures described under "--Procedures for Tendering Old 7.50% Notes"
above at any time on or before the expiration date.
Exchange Agent
Bankers Trust Company has been appointed as the exchange agent for the exchange
offer. All signed letters of transmittal should be directed to the exchange
agent at the addresses set forth below. Questions and requests for assistance,
requests for additional copies of this prospectus or of the letter of
transmittal and requests for notices of guaranteed delivery should be directed
to the exchange Agent addressed as follows:
Delivery To: Bankers Trust Company, Exchange Agent
By Mail: By Hand:
BT Services Tennessee, Inc. Bankers Trust Company
Reorganization Unit Corporate Trust and Agency Group
P.O. Box 292737 Receipt & Delivery Window
Nashville, TN 37229-2737 123 Washington Street, 1st Floor
New York, NY 10006
For information, call:
(800) 735-7777
Confirm: (615) 835-3572
Fax: (615) 835-3701
by Overnight Mail or Courier:
BT Services Tennessee, Inc.
Corporate Trust and Agency Group
Reorganization Unit
648 Grassmere Park Road
Nashville, TN 37211
Delivery of a letter of transmittal to an address other than as set forth
above or transmission of instructions via facsimile other than as set forth
above does not constitute a valid delivery of the letter of transmittal.
Fees and Expense
Qwest will not make any payment to brokers, dealers or others soliciting
acceptances of the exchange offer.
Qwest will pay the expenses that will be incurred in connection with the
exchange offer. Qwest estimates the expenses will be approximately $245,000.
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Accounting Treatment
For accounting purposes, Qwest will recognize no gain or loss as a result of the
exchange offer. The expenses of the exchange offer will be amortized over the
term of the new 7.50% notes.
Transfer Taxes
Holders who instruct Qwest to register new 7.50% notes in the name of a person
other than the registered tendering holder will be responsible for paying any
applicable transfer tax, as will holders who request that old 7.50% notes not
tendered or not accepted in the exchange offer be returned to a person other
than the registered tendering holder. In all other cases, no transfer taxes will
be due.
Regulatory Matters
Qwest is not aware of any governmental or regulatory approvals that are required
in order to complete the exchange offer.
Consequences of Failure to Exchange
Participation in the exchange offer is voluntary. Old 7.50% notes that are not
exchanged for new 7.50% notes will remain restricted securities. Accordingly,
those old 7.50% notes may only be transferred:
o to a person who the seller reasonably believes is a qualified
institutional buyer under Rule 144A,
o in an offshore transaction under Rule 903 or Rule 904 of Regulation S under
the Securities Act, or
o under Rule 144 under the Securities Act (if available);
and in accordance with all applicable securities laws of the states of the
United States. Under certain circumstances, Qwest is required to file a shelf
registration statement under the Securities Act. See "Description of the 7.50%
Notes--Exchange Offer; Registration Rights."
Payment of Additional Interest upon Registration Defaults
If Qwest fails to meet its obligations to complete the exchange offer or file a
shelf registration statement, additional interest will accrue on the 7.50%
notes. See "Description of the 7.50% Notes--Exchange Offer; Registration
Rights."
Use of Proceeds
Qwest will not receive any proceeds from the issuance of the new 7.50% notes or
the closing of the exchange offer.
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Capitalization
The following table sets forth the historical consolidated capitalization of
Qwest as of December 31, 1998. All share and per share information with respect
to Qwest included in the table gives effect to the two-for-one stock split that
occurred in February 1998 in the form of a stock dividend. This table should be
read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the Historical Consolidated Financial
Statements and the notes to the financial statements, incorporated by reference
into this prospectus.
December 31,
1998
------
(in millions)
Current portion of long-term debt $ 2.8
=======
10 7/8% senior notes $ 162.5
9.47% senior discount notes 391.8
8.29% senior discount notes 323.5
7.25% senior notes Due 2007 351.7
7.50% senior notes 750.0
7.25% senior notes 300.0
Other long-term debt 27.6
-------
Total long-term debt (excluding current
portion) 2,307.1
-------
Stockholders' equity
Preferred stock, $.01 par value; 25.0
million shares authorized; no
shares issued and outstanding. -
Common stock, $.01 par value; 600.0
million shares authorized; 347.0
million shares issued and
outstanding(1) 3.5
Additional paid-in capital 5,110.6
Accumulated deficit (875.9)
-------
Total stockholders' equity 4,238.2
-------
Total capitalization $6,545.3
========
(1) 35.0 million of the authorized shares of Common Stock are reserved for
issuance under the Equity Incentive Plan, 0.9 million of the authorized
shares of Common Stock are reserved for issuance under the Growth Share
Plan, 2.7 million of the authorized shares of Common Stock are reserved
for issuance under various 401(k) Plans of Qwest, 0.8 million of
the authorized shares of Common Stock are reserved for issuance under
the Employee Stock Purchase Plan and 8.6 million of the authorized
shares of Common Stock are reserved for issuance under the warrant
issued to Anschutz Family Investment Company LLC. See
"Management-Equity Incentive Plan," "Management-Growth Share Plan" and
"Certain Transactions" in the documents incorporated by reference in
this prospectus.
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Description of the 7.50% Notes
The new 7.50% notes will be issued under an indenture between Qwest and Bankers
Trust Company, as trustee under the indenture. Copies of the indenture are
available from Qwest on request.
The new 7.50% notes and the old 7.50% notes are considered together to be a
single class for all purposes under the indenture, including waivers,
amendments, redemptions and offers to purchase.
The following summary of certain provisions of the indenture is not complete and
is subject to the Trust Indenture Act of 1939, and to all of the provisions of
the indenture, including the definitions of certain terms in the indenture and
those terms made a part of the indenture by reference to the Trust Indenture
Act, as in effect on the date of the indenture. The definitions of certain
capitalized terms used in the following summary are set forth below under
"--Certain Definitions."
The new 7.50% notes will be senior unsecured obligations of Qwest, ranking equal
in right of payment with all existing and future senior unsecured debt of Qwest,
and will be senior in right of payment to all existing and future debt of Qwest
that is subordinated in right of payment to the 7.50% notes. As of December 31,
1998, Qwest had $1,927.8 million of debt outstanding, not counting debt of
Qwest's subsidiaries. None of Qwest's debt is secured or subordinated.
The operations of Qwest are conducted through its subsidiaries and, therefore,
Qwest depends on cash flow from those entities to meet its obligations. Qwest's
subsidiaries no direct obligation to pay amounts due on the 7.50% notes and have
not guaranteed the 7.50% notes. As a result, the 7.50% notes effectively will be
subordinated to all existing and future third-party debt and other liabilities
of Qwest's subsidiaries, including trade payables. As of December 31, 1998, the
total liabilities of Qwest's subsidiaries, after the elimination of loans and
advances by Qwest to its subsidiaries, would have been approximately $1,901.6
million. Approximately $30.4 million of our subsidiaries' debt was secured by
the assets of the borrowing subsidiaries. See "Description of Certain
Indebtedness." Qwest expects that it or its subsidiaries will incur
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substantial additional debt in the future. Any rights of Qwest and its
creditors, including the holders of 7.50% notes, to participate in the assets of
any of Qwest's subsidiaries upon any liquidation or reorganization of any
subsidiary will be subject to the prior claims of that subsidiary's creditors,
including trade creditors.
Principal, Maturity and Interest
The 7.50% notes are limited in aggregate principal amount to $750,000,000 and
mature on November 1, 2008. Interest on the 7.50% notes will accrue at a rate of
7.50% per year and will be payable semiannually in arrears on May 1 and November
1 of each year, beginning May 1, 1999, to the holders of record on the
immediately prior April 15 and October 15. Interest will be computed on the
basis of a 360-day year with twelve 30-day months. Payments on the 7.50% notes
will be made and the 7.50% notes may be transferred at the office or agency of
Qwest, which initially will be the offices of the trustee. At the option of
Qwest, interest may be paid by check mailed to the registered holders at their
registered addresses. The 7.50% notes will be issued without coupons and in
fully registered form only, in minimum denominations of $1,000 and integral
multiples. No service charge will be made for any registration of transfer of
the 7.50% notes, but Qwest may require payment to cover any transfer tax or
similar governmental charge. The interest rate on the 7.50% notes is subject to
increase as described under "Exchange Offer; Registration Rights." All
references in this description of the 7.50% notes to interest on the 7.50% notes
includes any increased interest.
Book-Entry System
The new 7.50% notes will initially be issued in the form of global securities
held in book-entry form. The new 7.50% notes will be deposited with the trustee
as custodian for the Depository Trust Company, and DTC or its nominee will
initially be the sole registered holder of the new 7.50% notes. Except as set
forth below, a global security may not be transferred except as a whole by DTC
to a nominee of DTC or by a nominee of DTC to DTC.
When a global security is issued, DTC or its nominee will credit, on
its internal system, the accounts of persons holding through it with the
principal amounts of the individual beneficial interest represented
by the global security purchased by those persons in the offering of the new
7.50% notes. The accounts were initially designated by the initial purchaser
of the old 7.50% notes with respect to old 7.50% notes sold by the initial
purchaser.
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Only participants that have accounts with DTC or persons that hold interests
through participants can own beneficial interests in a global security.
Ownership of beneficial interests by participants in a global security will be
shown on records maintained by DTC or its nominee for the global security, and
that ownership interest will be transferred only through those records.
Ownership of beneficial interests in the global security by persons that hold
through participants will be shown on records maintained by the participant, and
the transfer of that ownership interest within the participant will occur only
through the participant's records.
The laws of some jurisdictions require that certain purchasers of securities
take physical delivery of the securities in definitive form. Those limits and
laws may make it more difficult to transfer beneficial interests in a global
security. Qwest will make payments on new 7.50% notes represented by any global
security to DTC or its nominee as the sole registered owner and the sole holder
of the new 7.50% notes represented by the global security. None of Qwest, the
trustee, any agent of Qwest or the initial purchaser will have any
responsibility for any aspect of DTC's reports relating to beneficial ownership
interests in a global security representing any new 7.50% notes or for reviewing
any of DTC's records relating to the beneficial ownership interests. DTC has
advised Qwest that upon receipt of any payment on any global security, DTC will
immediately credit, on its book-entry registration and transfer system, the
accounts of participants with payments in amounts proportionate to their
beneficial interests in the principal or face amount of the global security.
Qwest expects that payments by participants to owners of beneficial interests in
a global security held through those participants will be governed by standing
instructions and customary practices as is now the case with securities held for
customer accounts registered in "street name" and will be the sole
responsibility of the participants.
So long as DTC or its nominee is the registered owner of the global security,
DTC or the nominee will be considered the sole owner or holder of the new 7.50%
notes represented by the global security for the purposes of receiving payment
on the new 7.50% notes, receiving notices and for all other purposes under the
indenture and the new 7.50% notes. Except as provided above, owners of
beneficial interests in a global security will not be considered the holders of
the global security for any purposes under the indenture. Accordingly, each
person owning a beneficial interest in a global security must rely on the
procedures of DTC and, if the person is not a participant, on the procedures of
the participant through which the person owns its interest, to exercise any
rights of a holder under the indenture. Qwest understands that under existing
industry practices, if Qwest requests any action of holders or an owner of a
beneficial interest in a global security wants to take any action that a holder
is entitled to take under the indenture, DTC would authorize the participants
holding the beneficial interest to
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<PAGE>
take that action, and the participants would authorize beneficial owners owning
through the participants to take the action on the instructions of beneficial
owners owning through them. DTC has advised Qwest that it will take any action
permitted to be taken by a holder of new 7.50% notes only at the direction of a
participant to whose account with DTC interests in the global security are
credited and only as to the portion of the aggregate principal amount of the new
7.50% notes as to which the participant has given that direction.
DTC has advised Qwest that DTC is a limited-purpose trust company organized
under the Banking Law of the State of New York, a "banking organization" within
the meaning of New York Banking Law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform Commercial
Code and a "clearing agency" registered under the Exchange Act. DTC was created
to hold the securities of its participants and to facilitate the clearance and
settlement of securities transactions among its participants in the securities
through electronic book-entry changes in accounts of the participants. This
eliminates the need for physical movement of securities certificates. DTC's
participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations, some of whom own DTC.
Access to DTC's book-entry system is also available to others, such as banks,
brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a participant.
Certificated New 7.50% Notes
New 7.50% notes represented by a global security are exchangeable for
certificated new 7.50% notes only if:
o DTC notifies Qwest that it is unwilling or unable to continue as a
depository for the global security or if at any time DTC ceases to be a
registered clearing agency, and a successor depository is not appointed by
Qwest within 90 days;
o Qwest notifies the trustee that the global security
will be so transferable, registrable and exchangeable; or
o an event of default with respect to the new 7.50% notes has occurred and is
continuing.
Any global security that is exchangeable for certificated new 7.50% notes
under the preceding sentence will be transferred to, and registered and
exchanged for, certificated new 7.50% notes in authorized denominations and
registered in names that DTC or its nominee holding the global
security may direct. Subject to the foregoing, a global security is not
exchangeable, except for a global security of the same denomination to be
registered in the name of DTC or its nominee. If a global security
becomes exchangeable for certificated new 7.50% notes:
o certificated new 7.50% notes will be issued only in fully registered form
in denominations of $1,000 or integral multiples,
o payments will be made and transfers will be registered at the office or
agency of Qwest maintained for that purposes and
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<PAGE>
o no service charge will be made for any issuance of the certificated new
7.50% notes, although Qwest may require payment to cover any tax or
governmental charge imposed.
Optional Redemption
The 7.50% notes will be subject to redemption at the option of Qwest, in whole
or in part, at any time on not less than 30 and not more than 60 days' prior
notice at a redemption price equal to the principal amount plus any accrued and
unpaid interest to the redemption date plus the Applicable Make-Whole Premium.
For purposes of this "Optional Redemption" provision, the following definitions
apply:
"Applicable Make-Whole Premium" means, with respect to any 7.50% note, the
excess of:
o the present value at the redemption date of the required interest and
principal payments due on the 7.50% note, computed using a discount rate
equal to the Treasury Rate plus 37.5 basis points, over
o the then outstanding principal amount of the 7.50% note.
"Treasury Rate" means, with respect to any redemption date, the rate per annum
equal to the semiannual equivalent yield to maturity of the Comparable Treasury
Issue (as defined below), assuming a price for the Comparable Treasury Issue,
expressed as a percentage of its principal amount, equal to the Comparable
Treasury Price (as defined below) for the redemption date.
"Comparable Treasury Issue" means the United States Treasury security selected
by a Reference Treasury Dealer (as defined below) appointed by Qwest as
having a maturity comparable to the remaining term of the 7.50% notes to be
redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of the 7.50% notes.
"Comparable Treasury Price" means, with respect to any redemption date,
o the average of the bid and asked prices for the Comparable Treasury Issue
on the third business day preceding the redemption date, as set forth in
the daily statistical release (or any successor release) published by the
Federal Reserve Bank of New York and designated "Composite 3:30 p.m.
Quotations for U.S. Government Securities." In each case prices are
expressed as a percentage of the principal amount; or
o if the release (or any successor release) is not published or does not
contain the prices on that business day,
o the average of the Reference Treasury Dealer Quotations (as defined
below) for the redemption date, after excluding the highest and lowest
Reference Treasury Dealer Quotations, or
o if Qwest obtains fewer than four Reference Treasury Dealer
Quotations, the average of all Quotations.
"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by Qwest of
the bid and asked prices for the Comparable Treasury Issue quoted in writing to
Qwest by that Reference Treasury Dealer at 5:00 p.m. on the third business day
preceding that redemption date. In each case prices are expressed as a
percentage of the principal amount
"Reference Treasury Dealer" means each of Salomon Smith Barney Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Donaldson Lufkin & Jenrette
Securities Corporation and Lehman Brothers Inc. and their respective successors;
provided, however, that if any of
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<PAGE>
the foregoing shall cease to be a primary U.S. Government securities dealer in
The City of New York, Qwest shall substitute another.
Mandatory Redemption
Except as set forth under "--Certain Covenants--Change of Control" and
"--Certain Covenants-- Limitation on Asset Dispositions," Qwest is not
required to make mandatory redemption payments or sinking fund payments with
respect to the 7.50% notes.
Certain Covenants
Suspended Covenants
During any period of time that:
o the ratings assigned to the 7.50% notes by both the Rating Agencies are
Investment Grade Ratings and
o no default has occurred and is continuing under the indenture,
Qwest and its Restricted Subsidiaries will not be subject to the following
Suspended Covenants:
"--Limitation on Consolidated Debt,"
"--Limitation on Debt and Preferred Stock of Restricted Subsidiaries,"
"--Limitation on Restricted Payments,"
"--Limitation on Dividend and Other Payment Restrictions Affecting
Restricted Subsidiaries,"
"--Limitation on Issuances of Certain Guarantees by, and Debt Securities
of, Restricted Subsidiaries,"
"--Limitation on Asset Dispositions,"
"--Limitation on Issuances and Sales of Capital Stock of Restricted
Subsidiaries,"
"--Transactions with Affiliates and other Related Persons," clause (ii)
of "--Limitation on Sale and Leaseback Transactions" and clause (d) of
"--Mergers, Consolidations and Certain Sales of Assets."
If Qwest and its Restricted Subsidiaries are not subject to the Suspended
Covenants with respect to the 7.50% notes for any period of time as a result of
the preceding sentence and, subsequently, one or both Rating Agencies withdraws
or downgrades the ratings assigned to the 7.50% notes below the required
Investment Grade Ratings, then Qwest and its Restricted Subsidiaries will again
be subject to the Suspended Covenants and compliance with respect to Restricted
Payments made after the time of the withdrawal or downgrade will be calculated
in accordance with the terms of the covenant described below under "Limitation
on Restricted Payments" as if the covenant had been in effect since the date of
the indenture. Nevertheless, neither
o the continued existence, after the date of the withdrawal or downgrade, of
facts and circumstances or obligations that were Incurred or otherwise came
into existence during a Suspension Period nor
o the performance of any of those obligations, shall constitute a breach of
any covenant set forth in the indenture or cause a default or event of
default; provided that
o Qwest and its Restricted Subsidiaries did not Incur or otherwise cause
those facts and circumstances or obligations to exist in anticipation
of a withdrawal or downgrade below investment grade and
o Qwest reasonably believed that the Incurrence or actions would not
result in a withdrawal or downgrade.
Qwest's anticipation and reasonable belief may be determined by Qwest and shall
be conclusively evidenced by a board resolution to that effect adopted in good
faith by the Board of Directors of Qwest. In reaching its determination, the
Board of Directors may, but need not, consult with the Rating Agencies.
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The indenture contains, among others, the following covenants:
Limitation on Consolidated Debt. Qwest may not, and may not permit any
Restricted Subsidiary to, Incur any Debt, unless, after giving effect to the
application of the proceeds of the Debt, no default or event of default would
occur as a consequence of the Incurrence or be continuing following the
Incurrence and either
o the ratio of
o the aggregate consolidated principal amount of Debt of Qwest
outstanding as of the most recent available quarterly or annual
balance sheet, after giving pro forma effect to the Incurrence of the
Debt and any other Debt Incurred or repaid since the balance sheet
date and the receipt and application of the proceeds of the Debt, to
o Consolidated Cash Flow Available for Fixed Charges for the four
full fiscal quarters next preceding the Incurrence of the Debt for
which consolidated financial statements are available, determined on a
pro forma basis as if the Debt had been Incurred and the proceeds of
the Debt had been applied at the beginning of the four fiscal
quarters,
would be less than 5.5 to 1.0 for Debt Incurred on or prior to April 1, 2000 and
5.0 to 1.0 for Debt Incurred after that date, or
o Qwest's Consolidated Capital Ratio as of the most recent available
quarterly or annual balance sheet, after giving pro forma effect to the
Incurrence of the Debt and any other Debt Incurred or repaid since that
balance sheet date and the receipt and application of the proceeds of the
Debt, is less than 2.0 to 1.0.
As of December 31, 1998, Qwest's Consolidated Capital Ratio was approximately
0.6 to 1.0.
Despite the foregoing limitation, Qwest and any Restricted Subsidiary may Incur
any and all of the following, each of which shall be given independent effect:
o Debt under the 7.50% notes, the indenture and any Restricted Subsidiary
Guarantee;
o the sum of
o Debt Incurred subsequent to March 31, 1997 under Credit Facilities
in an aggregate principal amount at any time outstanding not to exceed
$150 million plus
o Debt Incurred subsequent to March 31, 1997 under one or more Credit
Facilities that are revolving credit facilities in an aggregate
principal amount at any time outstanding not to exceed the greater of
o $100 million or
o 85% of Eligible Receivables;
o Purchase Money Debt, provided that the amount of the Purchase Money Debt
does not exceed 100% of the cost of the construction, installation,
acquisition or improvement of the applicable Telecommunications Assets;
o Debt owed by Qwest to any Restricted Subsidiary of Qwest or Debt owed by a
Restricted Subsidiary of Qwest to Qwest or a Restricted Subsidiary of
Qwest; provided, however, that upon either
o the transfer or other disposition by that Restricted Subsidiary or
Qwest of any Debt so permitted to a Person other than Qwest or another
Restricted Subsidiary of Qwest or
o the issuance, sale, lease, transfer or other disposition of shares,
other than directors' qualifying shares, of Capital Stock of that
Restricted Subsidiary to a Person other than Qwest or another
Restricted Subsidiary,
the provisions of this clause shall no longer be applicable to the Debt and
the Debt shall be deemed to have been Incurred by the issuer of the Debt at
the time of the transfer or other disposition;
o Debt Incurred to renew, extend, refinance, defease or refund (each, a
"refinancing") the 7.50% notes, the notes issued under the Qwest's other
senior note indentures or Purchase Money Debt, subject to the limitation
set forth above,
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in an aggregate principal amount not to exceed the aggregate principal
amount of and accrued interest on the Debt so refinanced plus the amount of
any premium required to be paid in connection with the refinancing under
the terms of the Debt so refinanced or the amount of any premium reasonably
determined by the board of directors of as necessary to accomplish the
refinancing by means of a tender offer or privately negotiated repurchase,
plus the expenses of Qwest Incurred in connection with the refinancing;
provided, however, that Debt the proceeds of which are used to refinance
the 7.50% notes or Debt which is equal to the 7.50% notes or Debt which is
subordinate in right of payment to the 7.50% notes shall only be permitted
under this clause if
o in the case of any refinancing of the 7.50% notes or Debt which is
equal to the 7.50% notes, the refinancing Debt is made equal to the
7.50% notes or constitutes Subordinated Debt, and, in the case of any
refinancing of Subordinated Debt, the refinancing Debt constitutes
Subordinated Debt and
o in any case, the refinancing Debt by its terms, or by the terms of any
agreement or instrument under which the Debt is issued,
o does not provide for payments of principal of the Debt at stated
maturity or by way of a sinking fund applicable to the Debt or by
way of any mandatory redemption, defeasance, retirement or
repurchase of the Debt by Qwest, including any redemption,
retirement or repurchase which is contingent upon events or
circumstances, but excluding any retirement required by virtue of
the acceleration of any payment with respect to the Debt upon any
event of default, in each case prior to the time the same are
required by the terms of the Debt being refinanced and
o does not permit redemption or other retirement, including in an
offer to purchase made by Qwest, of the Debt at the option of the
holder of the Debt prior to the time the same are required by the
terms of the Debt being refinanced, other than a redemption or
other retirement at the option of the holder of the Debt,
including in an offer to purchase made by Qwest, which is
conditioned upon a change of control under provisions
substantially similar to those described under "--Change of
Control";
o Debt consisting of Permitted Interest Rate and Currency Protection
Agreements;
o Debt secured by Receivables originated by Qwest or any Restricted
Subsidiary and related assets, provided that the Debt is nonrecourse to
Qwest and any of its other Restricted Subsidiaries and provided further
that Receivables shall not be available at any time to secure Debt of Qwest
under this clause to the extent that they are used at that time as
the basis for the Incurrence of Debt in excess of $100 million as described
above; and
o Debt not otherwise permitted to be Incurred as described above, which,
together with any other outstanding Debt Incurred under this clause, has an
aggregate principal amount not in excess of $25 million at any time
outstanding.
Limitation on Debt and Preferred Stock of Restricted Subsidiaries. Qwest
may not permit any Restricted Subsidiary that is not a Guarantor to Incur any
Debt or issue any Preferred Stock except any and all of the following, each of
which shall be given independent effect:
o Restricted Subsidiary Guarantees;
o Debt of Restricted Subsidiaries under Credit Facilities permitted to be
Incurred as described above;
o Purchase Money Debt of Restricted Subsidiaries permitted to be Incurred
as described above;
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o Debt owed by a Restricted Subsidiary of Qwest to Qwest or a Restricted
Subsidiary of Qwest permitted to be Incurred as described above;
o Debt of Restricted Subsidiaries consisting of Permitted Interest Rate and
Currency Protection Agreements permitted to be Incurred as described above;
o Debt of Restricted Subsidiaries secured by Receivables originated by Qwest
or any Restricted Subsidiary and related assets permitted to be Incurred
as described above;
o Debt of Restricted Subsidiaries permitted to be Incurred as described
above;
o Preferred Stock issued to and held by Qwest or a Restricted Subsidiary;
o Debt Incurred or Preferred Stock issued by a Person prior to the time
o the Person became a Restricted Subsidiary,
o the Person merges into or consolidates with a Restricted
Subsidiary or
o another Restricted Subsidiary merges into or consolidates with
the Person in a transaction in which the Person becomes a
Restricted Subsidiary, and the Debt or Preferred Stock was not
Incurred or issued in anticipation of the transaction and was
outstanding prior to the transaction; and
o Debt or Preferred Stock which is exchanged for, or the proceeds of which
are used to renew, extend, refinance, defease, refund or redeem any
Purchase Money Debt of a Restricted Subsidiary permitted to be Incurred as
described above or any Debt or Preferred Stock of a Restricted Subsidiary
permitted to be Incurred as described above, or any extension or renewal (a
"refinancing"), in an aggregate principal amount, in the case of Debt, or
with an aggregate liquidation preference, in the case of Preferred Stock,
not to exceed the aggregate principal amount of the Debt so refinanced or
the aggregate liquidation preference of the Preferred Stock so refinanced,
plus the amount of any premium required to be paid in connection with the
refinancing under the terms of the Debt or Preferred Stock so refinanced or
the amount of any premium reasonably determined by Qwest as necessary to
accomplish the refinancing by means of a tender offer or privately
negotiated repurchase, plus the amount of expenses of Qwest and the
applicable Restricted Subsidiary Incurred in connection with the tender
offer or privately negotiated repurchaseand provided the Debt or Preferred
Stock Incurred or issued upon the refinancing, by its terms, or by the
terms of any agreement or instrument under which the Debt or Preferred
Stock is Incurred or issued,
o does not provide for payments of principal or liquidation value
at the stated maturity of the Debt or Preferred Stock or by way
of a sinking fund applicable to the Debt or Preferred Stock or by
way of any mandatory redemption, defeasance, retirement or
repurchase of the Debt or Preferred Stock by Qwest or any
Restricted Subsidiary, including any redemption, retirement or
repurchase which is contingent upon events or circumstances, but
excluding any retirement required by virtue of acceleration of
the Debt upon an event of default, in each case prior to the time
the same are required by the terms of the Debt or Preferred Stock
being refinanced and
o does not permit redemption or other retirement, including in an
offer to purchase made by Qwest or a Restricted Subsidiary, of
the Debt or Preferred Stock at the option of the holder prior to
the stated maturity of the Debt or Preferred Stock being
refinanced, other than a redemption or other retirement at the
option of the holder of the Debt or Preferred Stock, including in
an offer to purchase made by Qwest
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or a Restricted Subsidiar, which is conditioned upon the change
of control of Qwest under provisions substantially similar to
those contained in the indenture described under "--Change of
Control," and provided further that in the case of any exchange
or redemption of Preferred Stock of a Restricted Subsidiary, the
Preferred Stock may only be exchanged for or redeemed with
Preferred Stock of the Restricted Subsidiary.
Limitation on Restricted Payments. Qwest may not, and may not permit any
Restricted Subsidiary to, do any of the following (a "Restricted Payment") :
o declare or pay any dividend, or make any distribution, in respect of its
Capital Stock or to the holders, excluding any dividends or distributions
which are made solely to Qwest or a Restricted Subsidiary and, if the
Restricted Subsidiary is not a Wholly Owned Subsidiary, to the other
stockholders of the Restricted Subsidiary on a pro rata basis, or any
dividends or distributions payable solely in shares of its Capital Stock
other than Disqualified Stock or in options, warrants or other rights to
acquire its Capital Stock other than Disqualified Stock;
o purchase, redeem, or otherwise retire or acquire for value
o any Capital Stock of Qwest, any Restricted Subsidiary or any Related
Person of Qwest, other than a permitted refinancing, or
o any options, warrants or rights to purchase or acquire shares of
Capital Stock of Qwest, any Restricted Subsidiary or any Related
Person of Qwest or any securities convertible or exchangeable into
shares of Capital Stock of Qwest, any Restricted Subsidiary or any
Related Person of Qwest, other than a permitted refinancing, except
any purchase, redemption or retirement or acquisition for value paid
to Qwest or a Restricted Subsidiary, or, in the case of any purchase,
redemption or other retirement or acquisition for value with respect
to a Restricted Subsidiary that is not a Wholly Owned Subsidiary, paid
to Qwest or a Restricted Subsidiary, or to the other stockholders of
the Restricted Subsidiary that is not a Wholly Owned Subsidiary, on a
pro rata basis;
o make any Investment in, or payment on a Guarantee of any obligation of, any
Person, other than Qwest or a Restricted Subsidiary; and
o redeem, defease, repurchase, retire or otherwise acquire or retire for
value, prior to any scheduled maturity, repayment or sinking fund payment,
Debt of Qwest which is subordinate in right of payment to the 7.50% notes,
other than a permitted refinancing,
if:
o an event of default, or an event that with the passing of time or the
giving of notice, or both, would constitute an event of default, shall have
occurred and be continuing, or
o upon giving effect to the Restricted Payment, Qwest could not Incur at
least $1.00 of additional Debt under the terms of the indenture described
in "--Limitation on Consolidated Debt" above, or
o upon giving effect to the Restricted Payment, the aggregate of all
Restricted Payments from March 31, 1997 exceeds the sum of:
o 50% of cumulative Consolidated Net Income, or, in the case that
Consolidated Net Income shall be negative, 100% of the negative
amount, since the end of the last full fiscal quarter prior to March
31, 1997 through the last day of the last full fiscal quarter ending
at least 45 days prior to the date of the Restricted Payment,
o plus $5 million,
o less, in the case of any Designation with respect to a Restricted
Subsidiary that was made after March 31, 1997, an amount equal to the
Designation Amount with respect to the Restricted Subsidiary,
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o plus, in the case of any Revocation made after March 31, 1997, an
amount equal to the lesser of the Designation Amount with respect to
the Subsidiary with respect to which the Designation was made or the
Fair Market Value of the Investment of Qwest and its Restricted
Subsidiaries in the Subsidiary at the time of Revocation; provided,
however, that Qwest or a Restricted Subsidiary of Qwest may make any
Restricted Payment with the aggregate net cash proceeds received after
March 31, 1997 as capital contributions to Qwest or from the issuance,
other than to a Subsidiary, of Capital Stock other than Disqualified
Stock of Qwest and warrants, rights or options on Capital Stock other
than Disqualified Stock of Qwest and the principal amount of Debt of
Qwest that has been converted into Capital Stock other than
Disqualified Stock and other than by a Subsidiary of Qwest after March
31, 1997.
On November 19, 1998, the Company and KPN entered into a letter of intent to
form a joint venture company to create a pan-European Internet protocol-based
fiber optic network linked to the Qwest Network in North America for data, video
and voice services. The venture is expected to be formed in the first quarter of
1999, subject to definitive documentation and customary regulatory approvals.
Qwest anticipates that any contributions that it makes to the joint venture
would constitute Restricted Payments which could be made under the indenture.
Notwithstanding the foregoing limitation,
o Qwest and any Restricted Subsidiary may make Permitted Investments;
o Qwest may pay any dividend on Capital Stock of any class of Qwest within 60
days after the declaration of the dividend if, on the date when the
dividend was declared, Qwest could have paid the dividend in accordance
with the foregoing provisions;
o Qwest may repurchase any shares of its Common Stock or options to acquire
its Common Stock from Persons who were formerly directors, officers or
employees of Qwest or any of its Subsidiaries or Affiliates, provided that
the aggregate amount of all the repurchases made under this clause
shall not exceed $1 million in any twelve-month period;
o Qwest and any Restricted Subsidiary may refinance any Debt as permitted
under "--Limitation on Consolidated Debt" above or "--Limitation on Debt
and Preferred Stock of Restricted Subsidiaries" above; and
o Qwest and any Restricted Subsidiary may retire or repurchase any Capital
Stock of Qwest or of any Restricted Subsidiary in exchange for, or out of
the proceeds of the substantially concurrent sale, other than to a
Subsidiary of Qwest, of Capital Stock other than Disqualified Stock of
Qwest.
Limitation on Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries. Qwest may not, and may not permit any Restricted Subsidiary to,
directly or indirectly, create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary:
o to pay dividends, in cash or otherwise, or make any other distributions in
respect of its Capital Stock owned by Qwest or any other Restricted
Subsidiary or pay any Debt or other obligation owed to Qwest or any other
Restricted Subsidiary;
o to make loans or advances to Qwest or any other Restricted Subsidiary; or
o to transfer any of its property or assets to Qwest or any other Restricted
Subsidiary.
Notwithstanding the foregoing limitation, Qwest may, and may permit any
Restricted Subsidiary to, create or otherwise cause or suffer to exist any
encumbrance or restriction:
o under any agreement in effect on March 31, 1997;
o any customary encumbrance or restriction applicable to a Restricted
Subsidiary that is contained in an agreement or instrument governing or
relating to Debt contained in any Credit Facilities or Purchase Money Debt,
provided that the provisions of the agreement permit the payment of
interest and mandatory payment or prepayment of principal under the terms
of the indenture and the 7.50% notes and other Debt that is solely an
obligation of Qwest,
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but provided further that the agreement may nevertheless contain customary
net worth, leverage, invested capital and other financial covenants,
customary covenants regarding the merger of or sale of all or any
substantial part of the assets of Qwest or any Restricted Subsidiary,
customary restrictions on transactions with Affiliates, and customary
subordination provisions governing Debt owed to Qwest or any Restricted
Subsidiary;
o under an agreement relating to any Acquired Debt, which encumbrance or
restriction is not applicable to any Person, or the properties or assets of
any Person, other than the Person so acquired;
o under an agreement effecting a renewal, refunding, permitted refinancing or
extension of Debt Incurred under an agreement referred to above in the
three preceding clauses, provided, however, that the provisions contained
in the renewal, refunding or extension agreement relating to the
encumbrance or restriction are no more restrictive in any material respect
than the provisions contained in the agreement;
o in the case of a transfer of any of its property or assets to Qwest or any
other Restricted Subsidiary, restrictions contained in any security
agreement, including a Capital Lease Obligation, securing Debt of Qwest or
a Restricted Subsidiary otherwise permitted under the indenture, but only
to the extent the restrictions restrict the transfer of the property
subject to the security agreement;
o in the case of a transfer of any of its property or assets to Qwest or any
other Restricted Subsidiary, customary nonassignment provisions entered
into in the ordinary course of business in leases and other agreements and
customary restrictions contained in asset sale agreements limiting the
transfer of the property or assets pending the closing of the sale;
o any restriction with respect to a Restricted Subsidiary imposed under an
agreement which has been entered into for the sale or disposition of all or
substantially all of the Capital Stock or assets of the Restricted
Subsidiary, provided that the closing of the transaction would not result
in a default or an event of default, that the restriction terminates if the
transaction is not consummated and that the closing or abandonment of the
transaction occurs within one year of the date the agreement was entered
into;
o under applicable law; and
o under the indenture, the 7.50% notes, Qwest's other senior note indentures
and the notes outstanding under the other senior note indentures.
Limitation on Liens. Qwest may not, and may not permit any Restricted Subsidiary
to, Incur or suffer to exist any Lien on or with respect to any property or
assets now owned or acquired after March 31, 1997 to secure any Debt without
making, or causing the Restricted Subsidiary to make, effective provision for
securing the 7.50% notes (x) equally and ratably with the Debt as to the
property for so long as the Debt will be so secured or (y) in the event the
Debt is Debt of Qwest which is subordinate in right of payment to the 7.50%
notes, prior to the Debt as to the property for so long as the Debt will be
so secured.
The foregoing restrictions shall not apply to:
o Liens existing on March 31, 1997 and securing Debt outstanding on March 31,
1997;
o Liens in favor of Qwest or any Restricted Subsidiary;
o Liens to secure the 7.50% notes;
o Liens to secure Restricted Subsidiary Guarantees;
o Liens to secure Debt under Credit Facilities permitted to be Incurred
as described under "--Limitation on Consolidated Debt";
o Liens on real or personal property of Qwest or a Restricted Subsidiary
constructed, installed, acquired or constituting improvements made after
the date of original issuance of the 7.50% notes to secure Purchase Money
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Debt permitted to be Incurred under clause (iii) of paragraph (b) of
"--Limitation on Consolidated Debt"; provided, however, that:
o the principal amount of any Debt secured by a Lien does not exceed
100% of the purchase price or cost of construction, installation or
improvement of the property subject to the Lien,
o the Lien attaches to the property prior to, at the time of or within
270 days after the acquisition, the completion of construction,
installation or improvement or the commencement of operation of the
property and
o the Lien does not extend to or cover any property other than the
specific item of property (or portion of the property) acquired,
constructed, installed or constituting the improvements financed by
the proceeds of the Purchase Money Debt;
o Liens to secure Acquired Debt, provided, however, that:
o the Lien attaches to the acquired asset prior to the time of the
acquisition of the asset; and
o the Lien does not extend to or cover any other asset;
o Liens to secure Debt Incurred to extend, renew, refinance or refund, or
successive extensions, renewals, refinancings or refundings, in whole or in
part, Debt secured by any Lien permitted by the foregoing clauses, so long
as the Lien does not extend to any other property and the principal amount
of Debt so secured is not increased except as otherwise permitted for
refinancing as described under "--Limitation on Consolidated Debt" above or
"--Limitation on Debt and Preferred Stock of Restricted Subsidiaries"
above;
o Liens to secure debt consisting of Permitted Interest Rate and Currency
Protection Agreements permitted to be Incurred as described under
"--Limitation on Consolidated Debt";
o Liens to secure Debt secured by Receivables permitted to be Incurred as
described under "--Limitation on Consolidated Debt";
o Liens to secure Debt of Restricted Subsidiaries permitted to be Incurred as
described under "--Limitation on Consolidated Debt";
o Liens not otherwise permitted in an amount not to exceed 5% of Qwest's
Consolidated Tangible Assets; and
o Permitted Liens.
Limitation on Issuances of Certain Guarantees by, and Debt Securities of,
Restricted Subsidiaries. Qwest may not:
o permit any Restricted Subsidiary to, directly or indirectly, guarantee
any Debt Securities of Qwest or
o permit any Restricted Subsidiary to issue any Debt Securities
unless, in either case, the Restricted Subsidiary simultaneously signs and
delivers Restricted Subsidiary Guarantees providing for a Guarantee of payment
of the 7.50% notes.
Limitation on Sale and Leaseback Transactions. Qwest may not, and may not
permit any Restricted Subsidiary to, directly or indirectly, enter into, assume,
Guarantee or otherwise become liable with respect to any Sale and Leaseback
Transaction, other than a Sale and Leaseback Transaction between Qwest or
a Restricted Subsidiary on the one hand and a Restricted Subsidiary or Qwest
on the other hand, unless:
o Qwest or the Restricted Subsidiary would be entitled to Incur a Lien to
secure Debt by reason of the provisions described under "--Limitation on
Liens" above, equal in amount to the Attributable Value of the Sale and
Leaseback Transaction without equally and ratably securing the 7.50% notes
and
o the Sale and Leaseback Transaction is treated as an Asset Disposition and
all of the conditions of the indenture
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described under "--Limitation on Asset Dispositions" below, including the
provisions concerning the application of Net Available Proceeds, are satisfied
with respect to the Sale and Leaseback Transaction, treating all of the
consideration received in the Sale and Leaseback Transaction as Net Available
Proceeds for purposes of the covenant.
Limitation on Asset Dispositions. Qwest may not, and may not permit any
Restricted Subsidiary to, make any Asset Disposition unless:
o Qwest or the Restricted Subsidiary, as the case may be, receives
consideration for the disposition at least equal to the Fair Market Value
for the assets sold or disposed of as determined by the board of directors
of Qwest in good faith and evidenced by a resolution of the board of
directors of Qwest filed with the trustee; and
o at least 75% of the consideration for the disposition consists of cash or
Cash Equivalents or the assumption of Debt of Qwest, other than Debt that
is subordinated to the 7.50% notes, or of the Restricted Subsidiary and
release from all liability on the Debt assumed.
If the aggregate amount of Net Available Proceeds within any 12-month period
exceeds $5 million, then all Net Available Proceeds shall be applied within
360 days of the last Asset Disposition:
o first, to the permanent repayment or reduction of Debt then outstanding
under any Credit Facility, to the extent the agreements would require the
application or prohibit payments under the next clause;
o second, to the extent of remaining Net Available Proceeds, to make an offer
to purchase outstanding 7.50% notes at a price in cash equal to 100% of the
principal amount plus accrued and unpaid interest to the purchase date and,
to the extent required by its terms, any other Debt of Qwest that is equal
in ranking with the 7.50% notes at a price no greater than 100% of the
principal amount plus accrued and unpaid interest to the purchase date, or
100% of the accreted value plus accrued and unpaid interest and premium, if
any, to the purchase date in the case of original issue discount Debt;
o third, to the extent of any remaining Net Available Proceeds following the
completion of the offer to purchase, to the repayment of other Debt of
Qwest or Debt of a Restricted Subsidiary, to the extent permitted under the
terms of the Debt; and
o fourth, to the extent of any remaining Net Available Proceeds, to any other
use as determined by Qwest which is not otherwise prohibited by the
indenture.
Limitation on Issuances and Sales of Capital Stock of Restricted Subsidiaries.
Qwest may not, and may not permit any Restricted Subsidiary to, issue,
transfer, convey, sell or otherwise dispose of any shares of Capital Stock of a
Restricted Subsidiary or securities convertible or exchangeable into, or
options, warrants, rights or any other interest with respect to, Capital Stock
of a Restricted Subsidiary to any Person other than Qwest or a Restricted
Subsidiary except:
o a sale of all of the Capital Stock of the Restricted Subsidiary owned by
Qwest and any Restricted Subsidiary that complies with the provisions
described under "--Limitation on Asset Dispositions" above to the extent
those provisions apply,
o in a transaction that results in the Restricted Subsidiary becoming a
Permitted Joint Venture, provided (x) the transaction complies with the
provisions described under "--Limitation on Asset Dispositions" above to
the extent the provisions apply and (y) Qwest's remaining Investment in the
Permitted Joint Venture would have been permitted as a new Investment under
the provisions of "--Limitation on Restricted Payments" above,
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o the transfer, conveyance, sale or other disposition of shares required by
applicable law or regulation,
o if required, the issuance, transfer, conveyance, sale or other disposition
of directors' qualifying shares, or
o (v) Disqualified Stock issued in exchange for, or upon conversion of, or
the proceeds of the issuance of which are used to redeem, refinance,
replace or refund shares of Disqualified Stock of the Restricted
Subsidiary, provided that the amounts of the redemption obligations of the
Disqualified Stock shall not exceed the amounts of the redemption
obligations of, and the Disqualified Stock shall have redemption
obligations no earlier than those required by, the Disqualified Stock being
exchanged, converted, redeemed, refinanced, replaced or refunded.
Transactions with Affiliates and Related Persons. Qwest may not, and may
not permit any Restricted Subsidiary to, enter into any transaction or series
of related transactions with an Affiliate or Related Person of Qwest,
other than Qwest or a Restricted Subsidiary, including any Investment,
unless the transaction is on terms no less favorable to Qwest or the
Restricted Subsidiary than those that could be obtained in a comparable arm's-
length transaction with an entity that is not an Affiliate or Related Person and
is in the best interests of Qwest or the Restricted Subsidiary, provided
that Qwest or any Restricted Subsidiary may enter into:
o transactions under Qwest's existing tax sharing agreement entered into with
Anschutz Company described under the caption "Certain Relationships and
Related Transactions" in Qwest's annual report on Form 10-K for the year
ended December 31, 1997, provided that any amendment of, supplement to or
substitute for the agreement is on terms that are no less favorable to
Qwest or the Restricted Subsidiary than the existing agreement,
o transactions under employee compensation arrangements approved by the board
of directors of Qwest, either directly or indirectly, and
o Receivables Sales between Qwest or a Restricted Subsidiary and an Affiliate
of Qwest or the Restricted Subsidiary, provided that the amount and form of
the consideration received in the Receivables Sales satisfy the provisions
of "--Limitation on Asset Dispositions."
For any transaction that involves in excess of $10 million but less than or
equal to $15 million, Qwest shall deliver to the trustee an officers'
certificate stating that the transaction satisfies the above criteria.
For any transaction that involves in excess of $15 million, a majority of
the disinterested members of the board of directors of Qwest shall
determine that the transaction satisfies the above criteria and shall
evidence a determination by a board resolution filed with the trustee. If
there are n disinterested members of the board of directors with respect
to the transaction, Qwest may instead file with the trustee a written
opinion stating that the transaction satisfies the above criteria from an
investment banking firm of national standing in the United States which, in
the good faith judgment of the board of directors of Qwest, is independent
with respect to Qwest and its Affiliates and qualified to perform the task.
Change of Control. Within 30 days of the occurrence of a change of control,
Qwest will be required to make an offer to purchase all outstanding 7.50% notes
at a price in cash equal to 101% of the principal amount of the 7.50% notes plus
any accrued and unpaid interest to the purchase date. A "change of control"
means that a Rating Decline has occurred and either:
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o the sale, conveyance, transfer or lease of all or substantially all of the
assets of Qwest to any Person or any Persons acting together that would
constitute a "group" for purposes of Section 13(d) of the Exchange Act,
together with any Affiliates or Related Persons, other than any Permitted
Holder or any Restricted Subsidiary, has occurred;
o any Person or group, together with any Affiliates or Related Persons, other
than any Permitted Holder or any Restricted Subsidiary, beneficially owns,
within the meaning of Rule 13d-3 under the Exchange Act, except that a
Person will be deemed to have beneficial ownership of all shares that the
Person has the right to acquire, whether the right is exercisable
immediately or only after the passage of time) at least 50% of the
aggregate voting power of all classes of Voting Stock of Qwest at a time
when Permitted Holders own less than or equal to 25% of the aggregate
voting power of all classes of Voting Stock of Qwest; or
o during any period of two consecutive years, Continuing Directors no longer
are a majority of Qwest's board of directors then in office.
The right of the holders to require Qwest to repurchase 7.50% notes upon a
change of control may deter a third party from acquiring Qwest in a transaction
that results in a change of control. If an offer to purchase is made, there can
be no assurance that Qwest will have sufficient funds to pay the Purchase Price
for all 7.50% notes tendered by holders seeking to accept the offer to purchase.
In addition, instruments governing other Debt of Qwest may prohibit Qwest from
purchasing any 7.50% notes prior to their Stated Maturity, including in an offer
to purchase. See "Description of Certain Indebtedness." If an offer to purchase
occurs at a time when Qwest does not have sufficient available funds to pay the
Purchase Price for all 7.50% notes tendered in the offer to purchase or a time
when Qwest is prohibited from purchasing the 7.50% notes and Qwest is unable
either to obtain the consent of the holders of the relevant Debt or to repay the
Debt, an event of default would occur under the indenture. In addition, one of
the events that constitutes a change of control under the indenture is a sale,
conveyance, transfer or lease of all or substantially all of the property of
Qwest.
The indenture will be governed by New York law, and there is no established
definition under New York law of "substantially all" of the assets of a
corporation. Accordingly, if Qwest were to engage in a transaction in which it
disposed of less than all of its assets, a question of interpretation could
arise as to whether the disposition was of "substantially all" of its assets
and whether Qwest was required to make an offer to purchase. Except as described
in this prospectus with respect to a change of control, the indenture does not
contain any other provisions that permit holders of 7.50% notes to require that
Qwest repurchase or redeem 7.50% notes upon a takeover, recapitalization or
similar restructuring.
Reports. Qwest will file with the trustee on the date on which it files
them with the SEC copies of the annual and quarterly reports and the
information, documents, and other reports that Qwest is required to file
with the SEC under Section 13(a) or 15(d) of the Exchange Act.
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If Qwest shall cease to be required to file SEC reports under the Exchange Act,
Qwest will nevertheless continue to file reports with the SEC, unless the SEC
will not accept filing, and the trustee. Qwest will furnish copies of the
SEC reports to the holders of 7.50% notes at the time Qwest is required to file
them with the trustee and will make the information available to investors who
request it in writing.
Limitation on Designations of Unrestricted Subsidiaries. The indenture will
provide that Qwest will not designate any Subsidiary of Qwest, other
than a newly created Subsidiary in which no Investment has previously been made,
as an "Unrestricted Subsidiary" under the indenture (a "Designation") unless:
o no default or event of default shall have occurred and be continuing at the
time of or after giving effect to the Designation;
o immediately after giving effect to the Designation, Qwest would be able to
Incur $1.00 of Debt under paragraph (a) of "--Limitation on Consolidated
Debt"; and
o Qwest would not be prohibited under the indenture from making an Investment
at the time of Designation, assuming the effectiveness of the Designation,
in an amount (the "Designation Amount") equal to the Fair Market Value of
the net Investment of Qwest or any other Restricted Subsidiary in the
Restricted Subsidiary on that date.
If the Designation is made, Qwest shall be deemed to have made an Investment
constituting a Restricted Payment pursuant to the covenant "--Limitation on
Restricted Payments" for all purposes of the indenture in the Designation
Amount.
The indenture further provides that neither Qwest nor any Restricted Subsidiary
shall at any time
o provide credit support for, or a guarantee of, any Debt of any Unrestricted
Subsidiary, including any undertaking, agreement or instrument evidencing
the Debt; provided that Qwest or a Restricted Subsidiary may pledge Capital
Stock or Debt of any Unrestricted Subsidiary on a nonrecourse basis where
the pledgee has no claim whatsoever against Qwest other than to obtain the
pledged property,
o be directly or indirectly liable for any Debt of any Unrestricted
Subsidiary,
except in either case to the extent permitted under "--Limitation on Restricted
Payments" and "--Transactions with Affiliates and Related Persons," or
o be directly or indirectly liable for any Debt which provides that the
holder may, upon notice, lapse of time or both, declare a default or cause
the payment to be accelerated or payable prior to its final scheduled
maturity upon the occurrence of a default with respect to any Debt of any
Unrestricted Subsidiary, including any right to take enforcement action
against the Unrestricted Subsidiary.
The indenture further provides that a Designation may be revoked (a
"Revocation") by a resolution of the board of directors of Qwest delivered to
the trustee, provided that Qwest will not make any Revocation unless:
o no default or event of default shall have occurred and be continuing at the
time of and after giving effect to the Revocation; and
o all Liens and Debt of the Unrestricted Subsidiary outstanding immediately
following the Revocation would, if Incurred at the time, have been
permitted to be Incurred at the time for all purposes of the indenture. All
Designations and Revocations must be evidenced by resolutions of the board
of directors of Qwest delivered to the trustee certifying compliance with
the foregoing provisions.
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Mergers, Consolidations and Certain Sales of Assets
Qwest may not, in a single transaction or a series of related
transactions,
o consolidate with or merge into any other Person or Persons or permit any
other Person to consolidate with or merge into Qwest, other than a merger
of Qwest Corporation into Qwest in which Qwest shall be the surviving
Person, or
o directly or indirectly, transfer, sell, lease or otherwise dispose of all
or substantially all of its assets to any other Person or Persons unless:
o in a transaction in which Qwest is not the surviving Person or in
which Qwest sells, leases or otherwise disposes of all or
substantially all of its assets to any other Person, the resulting
surviving or transferee Person (the "successor entity") is organized
under the laws of the United States of America or any State or the
District of Columbia and shall expressly assume, by a supplemental
indenture signed and delivered to the trustee in form satisfactory to
the trustee, all of Qwest's respective obligations under the
indenture;
o immediately before and after giving effect to the transaction and
treating any Debt which becomes an obligation of Qwest or a Restricted
Subsidiary as a result of the transaction as having been Incurred by
Qwest or the Restricted Subsidiary at the time of the transaction, no
default or event of default shall have occurred and be continuing;
o immediately after giving effect to the transaction, the Consolidated
Net Worth of Qwest or other successor entity to Qwest is equal to or
greater than that of Qwest immediately prior to the transaction;
o immediately after giving effect to the transaction and treating any
Debt which becomes an obligation of Qwest or a Restricted Subsidiary
as a result of the transaction as having been Incurred by Qwest or the
Restricted Subsidiary at the time of the transaction, Qwest, including
any successor entity to Qwest, could Incur at least $1.00 of
additional Debt under the provisions of the indenture described under
"--Limitation on Consolidated Debt" above;
o if, as a result of any the transaction, property or assets of Qwest
would become subject to a Lien prohibited by the provisions of the
indenture described under "--Limitation on Liens" above, Qwest or the
successor entity to Qwest shall have secured the 7.50% notes as
required by said covenant; and
o certain other conditions are met.
Certain Definitions
Set forth below is a summary of certain of the defined terms used in the
indenture. Reference is made to the indenture for the full definition of all
the terms, as well as any other terms used in this prospectus for which no
definition is provided.
"Acquired Debt" means, with respect to any specified Person:
o Debt of any other Person existing at the time the Person merges with or
into or consolidates with or becomes a Subsidiary of the specified Person
and
o Debt secured by a Lien encumbering any asset acquired by the specified
Person, which Debt was not incurred in anticipation of, and was outstanding
prior to, the merger, consolidation or acquisition.
"Affiliate" of any Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
the Person. For the purposes of this definition, "control" when used with
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respect to any Person means the power to direct the management and policies of
the Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
"Asset Disposition" means any transfer, conveyance, sale, lease or other
disposition by Qwest or any Restricted Subsidiary in one or more related
transactions occurring within any 12-month period, including a consolidation or
merger or other sale of the Restricted Subsidiary with, into or to another
Person in a transaction in which the Restricted Subsidiary ceases to be a
Restricted Subsidiary of Qwest, but excluding a disposition by a
Restricted Subsidiary to Qwest or a Restricted Subsidiary or by Qwest
to a Restricted Subsidiary, of
o shares of Capital Stock or other ownership interests of a Restricted
Subsidiary, other than as permitted by the provisions of the indenture
described in clauses (iii), (iv) and (v) under the caption "--Limitation on
Issuances and Sales of Capital Stock of Restricted Subsidiaries",
o substantially all of the assets of Qwest or any Restricted Subsidiary
representing a division or line of business or
o other assets or rights of Qwest or any Restricted Subsidiary outside of the
ordinary course of business, excluding any transfer, conveyance, sale,
lease or other disposition of equipment that is obsolete or no longer used
by or useful to Qwest, provided that Qwest has delivered to the trustee an
officers' certificate stating that the criteria are satisfied; provided in
each case that the aggregate consideration for the transfer, conveyance,
sale, lease or other disposition is equal to $500,000 or more in any
12-month period and provided further that the following shall not be Asset
Dispositions:
o Permitted Telecommunications Capital Asset Dispositions,
o exchanges of Telecommunications Assets for other Telecommunications
Assets where the Fair Market Value of the Telecommunications Assets
received is at least equal to the Fair Market Value of the
Telecommunications Assets disposed of or, if less, the difference is
received in cash and the cash is Net Available Proceeds and
o Liens permitted to be Incurred pursuant to the second paragraph under
"--Limitation on Liens."
"Attributable Value" means, as to any particular lease under which any Person is
at the time liable other than a Capital Lease Obligation, and at any date as of
which the amount is to be determined, the total net amount of rent required to
be paid by the Person under the lease during the initial term as determined in
accordance with generally accepted accounting principles, discounted from the
last date of the initial term to the date of determination at a rate per annum
equal to the discount rate which would be applicable to a Capital Lease
Obligation with like term in accordance with generally accepted accounting
principles. The net amount of rent required to be paid under the lease for
the period shall be the aggregate amount of rent payable by the lessee with
respect to the period after excluding amounts required to be paid on account of
insurance, taxes, assessments, utility, operating and labor costs and similar
charges. In the case of any lease which is terminable by the lessee upon the
payment of penalty, the net amount shall also include the lesser of the amount
of the penalty, in which case no rent shall be considered as required to be
paid under the lease subsequent to the first date
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upon which it may be so terminated, or the rent which would otherwise be
required to be paid if the lease is not so terminated.
"Attributable Value" means, as to a Capital Lease Obligation, the principal
amount of the Capital Lease Obligation.
"Capital Lease Obligation" of any Person means the obligation to pay rent or
other payment amounts under a lease of or other Debt arrangements conveying the
right to use real or personal property of the Person which is required to be
classified and accounted for as a capital lease or a liability on the face of a
balance sheet of the Person in accordance with generally accepted accounting
principles (a "Capital Lease"). The stated maturity of the obligation shall be
the date of the last payment of rent or any other amount due under the lease
prior to the first date upon which the lease may be terminated by the lessee
without payment of a penalty. The principal amount of the obligation shall be
the capitalized amount of the obligation that would appear on the face of a
balance sheet of the Person in accordance with generally accepted accounting
principles.
"Capital Stock" of any Person means any and all shares, interests,
participations or other equivalents, however designated, of corporate stock or
other equity participations, including partnership interests, whether general or
limited, of the Person.
"Cash Equivalents" means:
o any Debt with a maturity of 365 days or less issued or directly and fully
guaranteed as insured by the United States or any agency or instrumentality
of the United States, provided that the full faith and credit of the United
States is pledged in support of the Debt or the Debt constitutes a general
obligation of the country;
o deposits, certificates of deposit or acceptances with a maturity of 365
days or less of any financial institution that is a member of the Federal
Reserve System, in each case having combined capital and surplus and
undivided profits, or any similar capital concept, of not less than $500
million and whose senior unsecured debt is rated at least "A- 1" by
Standard & Poor's Corporation Ratings Service, a division of McGraw Hill,
Inc. or "P-1" by Moody's Investors Service, Inc.;
o commercial paper with a maturity of 365 days or less issued by a
corporation other than an Affiliate of Qwest organized under the laws of
the United States or any State and rated at least "A-1" by Standard &
Poor's Corporation Ratings Service, a division of McGraw Hill, Inc. or
"P-1" by Moody's Investors Service, Inc.; and
o repurchase agreements and reverse repurchase agreements relating to
marketable direct obligations issued or unconditionally guaranteed by the
United States or issued by any agency or instrumentality of the United
States and backed by the full faith and credit of the United States
maturing within 365 days from the date of acquisition.
"Common Stock" of any Person means Capital Stock of the Person that does not
rank prior, as to the payment of dividends or as to the distribution of assets
upon any voluntary or involuntary liquidation, dissolution or winding up of the
Person, to shares of Capital Stock of any other class of the Person.
"Consolidated Capital Ratio" of any Person as of any date means the ratio of
o the aggregate consolidated principal amount of Debt of the Person then
outstanding to
o the greater of either
o the aggregate consolidated paid-in capital of the Person as of that
date or
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o the stockholders' equity as of that date as shown on the consolidated
balance sheet of the Person in accordance with generally accepted
accounting principles.
"Consolidated Cash Flow Available for Fixed Charges" for any period means the
Consolidated Net Income of Qwest and its Restricted Subsidiaries for the
period increased by the sum of
o Consolidated Interest Expense of Qwest and its Restricted Subsidiaries for
the period, plus
o Consolidated Income Tax Expense of Qwest and its Subsidiaries for the
period, plus
o the consolidated depreciation and amortization expense or other non-cash
write-offs of assets included in the income statement of Qwest and its
Restricted Subsidiaries for the period, plus
o any charge related to any premium or penalty paid in connection with
redeeming or retiring any Debt prior to its stated maturity; provided,
however, that there shall be excluded the Consolidated Cash Flow Available
for Fixed Charges, if positive, of any Restricted Subsidiary, calculated
separately for the Restricted Subsidiary in the same manner as provided
above for Qwest, that is subject to a restriction which prevents the
payment of dividends or the making of distributions to Qwest or another
Restricted Subsidiary to the extent of the restriction.
"Consolidated Income Tax Expense" for any period means the aggregate amounts of
the provisions for income taxes of Qwest and its Subsidiaries for the
period calculated on a consolidated basis in accordance with generally accepted
accounting principles.
"Consolidated Interest Expense" means for any period the interest expense
included in a consolidated income statement, excluding interest income, of Qwest
and its Restricted Subsidiaries for the period in accordance with
generally accepted accounting principles, including without limitation or
duplication, or, to the extent not so included, with the addition of,
o the amortization of Debt discounts;
o any payments or fees with respect to letters of credit, bankers'
acceptances or similar facilities;
o fees with respect to interest rate swap or similar agreements or foreign
currency hedge, exchange or similar agreements;
o Preferred Stock dividends of Qwest and its Subsidiaries, other than
dividends paid in shares of Preferred Stock that is not Disqualified Stock,
declared and paid or payable;
o accrued Disqualified Stock dividends of Qwest and its Restricted
Subsidiaries, whether or not declared or paid;
o interest on Debt guaranteed by Qwest and its Restricted Subsidiaries; and
o the portion of any Capital Lease Obligation paid during the period that is
allocable to interest expense.
"Consolidated Net Income" for any period means the net income (or loss) of
Qwest and its Restricted Subsidiaries for the period determined on a
consolidated basis in accordance with generally accepted accounting principles;
provided that there shall be excluded
o the net income (or loss) of any Person acquired by Qwest or a Restricted
Subsidiary in a pooling-of-interests transaction for any period prior to
the date of the transaction,
o the net income (or loss) of any Person that is not a Restricted Subsidiary
except to the extent of the amount of dividends or other distributions
actually paid to Qwest or a Restricted Subsidiary by the Person during the
period,
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o gains or losses on Asset Dispositions by Qwest or its Restricted
Subsidiaries,
o all extraordinary gains and extraordinary losses, determined in accordance
with generally accepted accounting principles,
o the cumulative effect of changes in accounting principles,
o non-cash gains or losses resulting from fluctuations in currency exchange
rates,
o any non-cash expense related to the issuance to employees or directors of
Qwest or any Restricted Subsidiary or any Affiliate of Qwest of
o options to purchase Capital Stock of Qwest or the Restricted
Subsidiary or
o other compensatory rights, including under Qwest's Growth Share Plan,
provided, in either case, that the options or rights, by their terms,
can be redeemed only for Capital Stock,
o with respect to a Restricted Subsidiary that is not a Wholly Owned
Subsidiary, any aggregate net income (or loss) in excess of Qwest's or any
Restricted Subsidiary's pro rata share of the net income (or loss) of the
Restricted Subsidiary that is not a Wholly Owned Subsidiary shall be
excluded and
o the tax effect of any of these items;
provided further that for purposes of any determination under the provisions
described under "--Limitation on Restricted Payments," there shall further be
excluded the net income, but not net loss, of any Restricted Subsidiary that is
subject to a restriction which prevents the payment of dividends or the making
of distributions to Qwest or another Restricted Subsidiary to the extent of the
restriction.
"Consolidated Net Worth" of any Person means the stockholders' equity of the
Person, determined on a consolidated basis in accordance with generally accepted
accounting principles, less amounts attributable to Disqualified Stock of the
Person; provided that, with respect to Qwest, adjustments following March
31, 1997 to the accounting books and records of Qwest in accordance with
Accounting Principles Board Opinions Nos. 16 and 17 or successor opinions
or otherwise resulting from the acquisition of control of Qwest by another
Person shall not be given effect to.
"Consolidated Tangible Assets" of any Person means the total amount of assets
less applicable reserves and other properly deductible items which under
generally accepted accounting principles would be included on a consolidated
balance sheet of the Person and its Subsidiaries after deducting all goodwill,
trade names, trademarks, patents, unamortized debt discount and expense and
other like intangibles, which in each case under generally accepted accounting
principles would be included on the consolidated balance sheet.
"Continuing Director" means, as of any date of determination, any member of the
board of directors of Qwest who (i) was a member of the board of
directors of Qwest on March 31, 1997, or (ii) was nominated for election
or elected to the board of directors of Qwest with the affirmative vote of
a majority of the Continuing Directors who were members of the board of
directors of Qwest at the time of the nomination or election or the
affirmative vote of Permitted Holders.
"Credit Facilities" means one or more credit agreements, loan agreements or
similar facilities, secured or unsecured, entered into from time to time by
Qwest and its Restricted Subsidiaries, and including any related notes,
Guarantees, collateral documents, instruments and agreements signed in
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connection with those agreements, as the same may be amended, supplemented,
modified, restated or replaced from time to time.
"Debt" means, without duplication, with respect to any Person, whether recourse
is to all or a portion of the assets of the Person and whether or not
contingent,
o every obligation of the Person for money borrowed,
o every obligation of the Person evidenced by bonds, debentures, notes or
other similar instruments, including obligations incurred in connection
with the acquisition of property, assets or businesses,
o every reimbursement obligation of the Person with respect to letters of
credit, bankers' acceptances or similar facilities issued for the account
of the Person,
o every obligation of the Person issued or assumed as the deferred purchase
price of property or services, including securities repurchase agreements
but excluding trade accounts payable or accrued liabilities arising in the
ordinary course of business,
o every Capital Lease Obligation of the Person,
o all Receivables Sales of the Person, together with any obligation of the
Person to pay any discount, interest, fees, indemnities, penalties,
recourse, expenses or other amounts in connection with the Receivables
Sales,
o all obligations to redeem Disqualified Stock issued by the Person,
o every obligation under Interest Rate and Currency Protection Agreements of
the Person and
o every obligation of these types of another Person and all dividends of
another Person the payment of which, in either case, the Person has
Guaranteed.
The "amount" or "principal amount" of Debt at any time of determination as used
in this prospectus represented by
o any Debt issued at a price that is less than the principal amount at
maturity of the Debt, shall be the amount of the liability determined in
accordance with generally accepted accounting principles,
o any Receivables Sale shall be the amount of the unrecovered capital or
principal investment of the purchaser, other than Qwest or a Wholly Owned
Subsidiary of Qwest, excluding amounts representative of yield or interest
earned on the investment or
o any Disqualified Stock shall be the maximum fixed redemption or repurchase
price.
"Debt Securities" means any debt securities, including any guarantee of the
securities, issued by Qwest or any Restricted Subsidiary of Qwest in connection
with a public offering or a private placement, excluding Debt permitted to be
Incurred as described under "--Limitation on Consolidated Debt."
"Default" means any event, act or condition the occurrence of which is, or after
notice or the passage of time or both would be, an event of default.
"Disqualified Stock" of any Person means any Capital Stock of the Person which,
by its terms or by the terms of any security into which it is convertible or for
which it is exchangeable, or upon the happening of any event, matures or is
mandatorily redeemable, under a sinking fund obligation or otherwise, or is
redeemable at the option of the Person, any Subsidiary of the Person or the
holder, in whole or in part, on or prior to the final Stated Maturity of the
7.50% notes; provided, however, that any Preferred Stock which would not
constitute Disqualified Stock but for provisions giving holders the right to
require Qwest to repurchase or redeem the Preferred Stock upon the occurrence
of a change of control occurring prior to the final Stated Maturity of the 7.50%
notes shall not constitute Disqualified Stock if the
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change of control provisions applicable to the Preferred Stock are no more
favorable to the holders of the Preferred Stock than the provisions applicable
to the 7.50% notes contained in the covenant described under "--Change of
Control" and the Preferred Stock specifically provides that Qwestwill not
repurchase or redeem the stock under those provisions prior to Qwest's
repurchase of the 7.50% notes as are required to be repurchased under the
covenant described under "--Change of Control."
"Eligible Institution" means a commercial banking institution that has combined
capital and surplus of not less than $500 million or its equivalent in foreign
currency, whose debt is rated "A" (or higher) according to Standard & Poor's
Ratings Service, a division of McGraw Hill, Inc. or any successor to its rating
agency business or Moody's Investors Service, Inc. or any successor to its
rating agency business at the time as of which any investment or rollover
is made.
"Eligible Receivables" means, at any time, Receivables of Qwest and its
Restricted Subsidiaries, as evidenced on the most recent quarterly consolidated
balance sheet of Qwest as at a date at least 45 days prior to that time,
less Receivables of Qwest or any Restricted Subsidiary employed to secure
Debt permitted to be Incurred under "--Limitation on Consolidated Debt."
"Event of default" has the meaning set forth under "Events of Default" below.
"Exchange Act" means the Securities Exchange Act of 1934 and the rules and
regulations under that act.
"Fair Market Value" means, with respect to any asset or property, the price that
could be negotiated in an arm's-length free market transaction, for cash,
between a willing seller and a willing buyer, neither of whom is under pressure
or compulsion to complete the transaction. Unless otherwise specified in the
indenture, Fair Market Value shall be determined by the board of directors of
Qwest acting in good faith and shall be evidenced by a resolution of the
board of directors of Qwest delivered to the trustee.
"Government Securities" means direct obligations of, or obligations guaranteed
by, the United States of America for the payment of which guarantee or
obligations the full faith and credit of the United States is pledged and which
have a remaining weighted average life to maturity of not less than one year
from the date of investment.
"Guarantee" by any Person means any obligation, contingent or otherwise, of the
Person guaranteeing, or having the economic effect of guaranteeing, any Debt of
any other Person (the "primary obligor") in any manner, whether directly or
indirectly, and including, without limitation, any obligation of the Person,
o to purchase or pay or advance or supply funds for the purchase or
payment of the Debt or to purchase or to advance or supply funds for the
purchase of any security for the payment of the Debt,
o to purchase property, securities or services for the purpose of assuring
the holder of the Debt of the payment of the Debt, or
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o to maintain working capital, equity capital or other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay the Debt; provided, however, that the Guarantee by any
Person shall not include endorsements by the Person for collection or
deposit, in either case, in the ordinary course of business. "Guaranteed",
"Guaranteeing" and "Guarantor" shall have meanings correlative to the
foregoing
"Guarantor" means a Restricted Subsidiary of Qwest that has signed a Restricted
Subsidiary Guarantee.
"Incur" means, with respect to any Debt or other obligation of any Person, to
create, issue, incur, by conversion, exchange or otherwise, assume, Guarantee or
otherwise become liable in respect of the Debt or other obligation including by
acquisition of Subsidiaries or the recording, as required under generally
accepted accounting principles or otherwise, of any the Debt or other
obligation on the balance sheet of the Person (and "Incurrence", "Incurred",
"Incurrable" and "Incurring" shall have meanings correlative to the foregoing);
provided, however, that a change in generally accepted accounting principles
that results in an obligation of the Person that exists at the time becoming
Debt shall not be deemed an Incurrence of the Debt and that neither the accrual
of interest nor the accretion of original issue discount shall be deemed an
Incurrence of Debt.
"Interest Rate or Currency Protection Agreement" of any Person means any forward
contract, futures contract, swap, option or other financial agreement or
arrangement, including, without limitation, caps, floors, collars and similar
agreements, relating to, or the value of which is dependent upon, interest rates
or currency exchange rates or indices.
"Investment" by any Person means any direct or indirect loan, advance or other
extension of credit or capital contribution, by means of transfers of cash or
other property to others or payments for property or services for the account or
use of others, or otherwise to, or purchase or acquisition of Capital Stock,
bonds, notes, debentures or other securities or evidence of Debt issued by, any
other Person, including any payment on a Guarantee of any obligation of the
other Person.
"Investment Grade Rating" means a rating equal to or higher than Baa3 or the
equivalent and BBB- or the equivalent by Moody's Investors Service, Inc. or
any successor to its rating agency business and Standard & Poor's Ratings
Service, a division of McGraw Hill, Inc. or any successor to its rating agency
business, respectively.
"Lien" means, with respect to any property or assets, any mortgage or deed of
trust, pledge, hypothecation, assignment, Receivables Sale, deposit arrangement,
security interest, lien, charge, easement, other than any easement not
materially impairing usefulness, encumbrance, preference, priority or other
security agreement or preferential arrangement of any kind or nature whatsoever
on or with respect to the property or assets, including, without limitation,
any conditional sale or other title retention agreement having substantially the
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same economic effect as any of the foregoing. For purposes of this definition
the sale, lease, conveyance or other transfer by Qwest or any Subsidiary
of, including the grant of indefeasible rights of use or equivalent arrangements
with respect to, dark or lit communications fiber capacity or communications
conduit shall not constitute a Lien.
"Net Available Proceeds" from any Asset Disposition by any Person means cash or
cash equivalents received, including amounts received by way of sale or
discounting of any note, installment receivable or other receivable, but
excluding any other consideration received in the form of assumption by the
acquiror of Debt or other obligations relating to the properties or assets,
by the Person, net of
o any portion Invested within 360 days of the Asset Disposition in
Telecommunications Assets,
o all legal, title and recording tax expenses, commissions and other fees and
expenses Incurred and all federal, state, provincial, foreign and local
taxes required to be accrued as a liability as a consequence of the Asset
Disposition,
o all payments made by the Person or its Subsidiaries on any Debt which is
secured by the assets in accordance with the terms of any Lien upon or with
respect to the assets or which must by the terms of the Lien, or in order
to obtain a necessary consent to the Asset Disposition or by applicable
law, be repaid out of the proceeds from the Asset Disposition,
o all distributions and other payments made to minority interest holders in
Subsidiaries of the Person or Permitted Joint Ventures as a result of the
Asset Disposition and
o appropriate amounts to be provided by the Person or any Subsidiary of the
Person, as the case may be, as a reserve in accordance with generally
accepted accounting principles against any liabilities associated with the
assets and retained by the Person or any Subsidiary of the Person, as the
case may be, after the Asset Disposition, including, without limitation,
liabilities under any indemnification obligations and severance and other
employee termination costs associated with the Asset Disposition, in each
case as determined by the board of directors of the Person, in its
reasonable good faith judgment evidenced by a resolution of the board of
directors filed with the trustee; provided, however, that any reduction in
the reserve within twelve months following the closing of the Asset
Disposition will be for all purposes of the indenture and the 7.50% notes
as a new Asset Disposition at the time of the reduction with Net Available
Proceeds equal to the amount of the reduction.
"Offer to purchase" means a written offer sent by Qwest by first class mail,
postage prepaid, to each holder of 7.50% notes at its address appearing in the
7.50% note Register on the date of the offer offering to purchase up to the
principal amount of 7.50% notes specified in the offer at the purchase price
specified in the offer, as determined under the indenture. Unless otherwise
required by applicable law, the offer shall specify an expiration date of the
offer to purchase which shall be, subject to any contrary requirements of
applicable law, not less than 30 days or more than 60 days after the date of
the offer and a settlement date (the "Purchase Date") for purchase of 7.50%
notes within five business days after the expiration date. Qwest shall notify
the trustee at least 15 business days, or a shorter period that is acceptable
to the trustee, prior to the mailing of the offer of Qwest's obligation to make
an offer to purchase, and the offer shall be mailed by Qwest or, at Qwest's
request, by the trustee in the name and at
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the expense of Qwest. The offer shall contain information concerning the
business of Qwest and its Subsidiaries which Qwest in good faith
believes will enable the holders to make an informed decision with respect to
the offer to purchase, which at a minimum will include
o the most recent annual and quarterly financial statements and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
contained in the documents required to be filed with the trustee under the
indenture (which requirements may be satisfied by delivery of the documents
together with the offer),
o a description of material developments in Qwest's business subsequent to
the date of the latest of the financial statements referred to in the
preceding clause (including a description of the events requiring Qwest to
make the offer to purchase),
o if applicable, appropriate pro forma financial information concerning the
offer to purchase and the events requiring Qwest to make the offer to
purchase and
o any other information required by applicable law to be included.
The offer shall contain all instructions and materials necessary to enable the
holders to tender 7.50% notes in the offer to purchase. The offer shall also
state:
o the section of the indenture pursuant to which the offer to purchase is
being made;
o the expiration date and the Purchase Date;
o the aggregate principal amount of the outstanding 7.50% notes offered to be
purchased by Qwest in the offer to purchase, including, if less than 100%,
the manner by which the amount has been determined under the section
requiring the offer to purchase (the "Purchase Amount");
o the purchase price to be paid by Qwest for each $1,000 aggregate principal
amount of 7.50% notes accepted for payment as specified im the indenture
(the "Purchase Price");
o that the holder may tender all or any portion of the 7.50% notes registered
in the name of the holder and that any portion of a 7.50% note tendered
must be tendered in an integral multiple of $1,000 principal amount;
o the place or places where 7.50% notes are to be surrendered for tender in
the offer to purchase;
o that any 7.50% notes not tendered or tendered but not purchased by Qwest
will continue to accrue interest;
o that on the Purchase Date the Purchase Price will become due and payable
upon each 7.50% note being accepted for payment pursuant to the purchase
and that any interest shall cease to accrue on and after the Purchase Date;
o that each holder electing to tender a 7.50% note in the purchase will be
required to surrender the 7.50% note at the place or places specified in
the offer prior to the close of business on the expiration date with the
7.50% note being, if Qwest or the trustee so requires, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to
Qwest and the trustee duly signed by, the holder or his attorney duly
authorized in writing;
o that holders will be entitled to withdraw all or any portion of 7.50% notes
tendered if Qwest or their Paying Agent receives, not later than the close
of business on the expiration date, a telegram, telex, facsimile
transmission or letter setting forth the name of the holder, the principal
amount of the 7.50% note the holder tendered, the certificate number of the
7.50% note the holder tendered and a statement that the holder is
withdrawing all or a portion of his tender;
o that if
o 7.50% notes in an aggregate principal amount less than or equal to the
Purchase Amount are duly tendered and not withdrawn in the purchase,
Qwest shall purchase all the 7.50% notes and
o if 7.50% notes in an aggregate principal amount at maturity in excess
of the Purchase Amount are tendered and not withdrawn in the offer to
purchase, Qwest shall purchase
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7.50% notes having an aggregate principal amount equal to the Purchase
Amount on a pro rata basis with adjustments that Qwest may deem
appropriate so that only 7.50% notes in denominations of $1,000 or
integral multiples shall be purchased; and
o that in the case of any holder whose 7.50% note is purchased only in part,
Qwest shall sign, and the trustee shall authenticate and deliver to the
holder of the 7.50% note without service charge, a new 7.50% note or 7.50%
notes, of any authorized denomination as requested by the holder, in an
aggregate principal amount at maturity equal to and in exchange for the
unpurchased portion of the 7.50% note so tendered. Any offer to purchase
shall be governed by and effected in accordance with the offer for the
offer to purchase.
"Officers' certificate" means a certificate signed by the Chairman of the board
of directors of Qwest, a Vice Chairman of the board of directors of
Qwest, the President or a Vice President, and by the Chief Financial Officer,
the Chief Accounting Officer, the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary of Qwest and delivered to the trustee,
which shall comply with the indenture.
"Opinion of counsel" means an opinion of counsel acceptable to the trustee, who
may be counsel to Qwest, including an employee of Qwest.
"Permitted Holders" means any Person who was the beneficial owner, within the
meaning of Rule 13d-3 under the Exchange Act, of stock of Qwest on March
31, 1997 and any Affiliates of the Person
o who were Affiliates of the Person on March 31, 1997 or
o who were formed, directly or indirectly, by the Person after March 31,
1997, provided, however, that Persons who were beneficial owners, within
the meaning of Rule 13d-3 under the Exchange Act, of the Person on March
31, 1997 continued to be beneficial owners, within the meaning of Rule
13d-3 under the Exchange Act, at the time of formation of the Affiliate.
"Permitted Interest Rate or Currency Protection Agreement" of any Person means
any Interest Rate or Currency Protection Agreement entered into with one or more
financial institutions in the ordinary course of business that is designed to
protect the Person against fluctuations in interest rates or currency exchange
rates with respect to Debt Incurred and which shall have a notional amount no
greater than the payments due with respect to the Debt being hedged and not for
purposes of speculation.
"Permitted Investments" means
o Cash Equivalents;
o Investments in prepaid expenses, negotiable instruments held for collection
and lease, utility and workers' compensation, performance and other similar
deposits;
o loans, advances or extensions of credit to employees and directors made in
the ordinary course of business and consistent with past practice;
o obligations under Interest Rate or Currency Protection Agreements;
o bonds, notes, debentures and other securities received as a result of Asset
Dispositions in compliance with "--Limitation on Asset Dispositions";
o Investments made in the ordinary course of business as partial payment for
constructing a network relating to a Telecommunications Business;
o commercially reasonable extensions of trade credit;
o Investments in any Person as a result of which the Person becomes a
Restricted Subsidiary;
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o Investments in Permitted Joint Ventures in an aggregate amount not to
exceed $25 million;
o Investments in Affiliates or Related Persons in an aggregate amount not to
exceed $11 million, provided that the making of the Investments is
permitted under "--Transactions with Affiliates and Related Persons"; and
o Investments in an aggregate amount not to exceed $15 million consisting of
the contribution by Qwest or any Restricted Subsidiary of assets located in
Mexico to joint ventures in which Qwest or a Restricted Subsidiary has an
interest.
"Permitted Joint Venture" means a corporation, partnership or other entity other
than a Restricted Subsidiary engaged in one or more Telecommunications
Businesses over which Qwest and/or one or more Strategic Investors have,
directly or indirectly, the power to direct the policies, management and
affairs.
"Permitted Liens" means
o Liens for taxes, assessments, governmental charges, levies or claims which
are not yet delinquent or which are being contested in good faith by
appropriate proceedings, if a reserve or other appropriate provision, if
any, as shall be required in conformity with generally accepted accounting
principles shall have been made;
o other Liens incidental to the conduct of Qwest's and its Restricted
Subsidiaries' businesses or the ownership of its property and assets not
securing any Debt, and which do not in the aggregate materially detract
from the value of Qwest's and its Restricted Subsidiaries' property or
assets when taken as a whole, or materially impair the use of the property
or assets in the operation of its business;
o Liens with respect to assets of a Restricted Subsidiary granted by the
Restricted Subsidiary to Qwest or a Restricted Subsidiary to secure Debt
owing to Qwest or the Restricted Subsidiary;
o Liens, pledges and deposits made in the ordinary course of business in
connection with workers' compensation, unemployment insurance and other
types of statutory obligations;
o Liens, pledges or deposits made to secure the performance of tenders, bids,
leases, public or statutory obligations, sureties, stays, appeals,
indemnities, performance or other similar bonds and other obligations of
like nature Incurred in the ordinary course of business, exclusive of
obligations for the payment of borrowed money;
o zoning restrictions, servitudes, easements, rights-of-way, restrictions and
other similar charges or encumbrances Incurred in the ordinary course of
business which, in the aggregate, do not materially detract from the value
of the property or materially interfere with the ordinary conduct of the
business of Qwest or its Restricted Subsidiaries;
o Liens arising out of judgments or awards against or other court proceedings
concerning Qwest or any Restricted Subsidiary with respect to which Qwest
or the Restricted Subsidiary is prosecuting an appeal or proceeding for
review and Qwest or the Restricted Subsidiary is maintaining adequate
reserves in accordance with generally accepted accounting principles; and
o any interest or title of a lessor in the property subject to any lease
other than a Capital Lease.
"Permitted Telecommunications Capital Asset Disposition" means the transfer,
conveyance, sale, lease or other disposition of a capital asset that is a
Telecommunications Asset, including fiber, conduit and related equipment,
o the proceeds of which are treated as revenues by Qwest in accordance with
generally accepted accounting principles and
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o that, in the case of the sale of fiber, would not result in Qwest retaining
less than 24 fibers per route mile on any segment of Qwest's network.
"Person" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization, government
or agency or political subdivision or any other entity.
"Preferred Dividends" for any Person means for any period the quotient
determined by dividing the amount of dividends and distributions paid or
accrued, whether or not declared, on Preferred Stock of the Person during the
period calculated in accordance with generally accepted accounting principles,
by 1 minus the maximum statutory income tax rate then applicable to Qwest,
expressed as a decimal.
"Preferred Stock" of any Person means Capital Stock of the Person of any class
or classes, however designated, that ranks prior, as to the payment of dividends
or as to the distribution of assets upon any voluntary or involuntary
liquidation, dissolution or winding up of the Person, to shares of Capital
Stock of any other class of the Person.
"Public Equity Offering" means an underwritten public offering of common stock
made on a primary basis by Qwest under a registration statement filed with, and
declared effective by, the SEC in accordance with the Securities Act.
"Purchase Money Debt" means Debt Incurred at any time within 270 days of, and
for the purposes of financing all or any part of the cost of, the construction,
installation, acquisition or improvement by Qwest or any Restricted
Subsidiary of Qwest of any new Telecommunications Assets constructed,
installed, acquired or improved after March 31, 1997, provided that the proceeds
of the Debt are expended for those purposes within the 270-day period.
"Rating Agencies" means Moody's Investors Service, Inc. or any successor to its
rating agency business and Standard & Poor's Ratings Service, a division of
McGraw Hill, Inc. or any successor to its rating agency business.
"Rating Decline" means the 7.50% notes cease to be rated B` or the equivalent
or better by Standard & Poor's Ratings Service, a division of McGraw Hill, Inc.
or B2 or the equivalent or better by Moody's Investors Service, Inc.
"Receivables" means receivables, chattel paper, instruments, documents or
intangibles evidencing or relating to the right to payment of money, excluding
allowances for doubtful accounts.
"Receivables Sale" of any Person means any sale of Receivables of such Person,
in a purchase facility or otherwise, other than in connection with a disposition
of the business operations of such Person relating to the Receivables or a
disposition of defaulted Receivables for purposes of collection and not as a
financing arrangement.
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"Related Person" of any Person means any other Person directly or indirectly
owning
o 5% or more of the outstanding Common Stock of such Person, or, in the case
of a Person that is not a corporation, 5% or more of the outstanding equity
interest in such Person, or
o 5% or more of the combined outstanding voting power of the Voting Stock of
such Person.
"Restricted Subsidiary" means a Subsidiary of Qwest, or of a Restricted
Subsidiary that is a Wholly Owned Subsidiary of Qwest, that has not been
designated by the board of directors of Qwest by a board resolution delivered to
the trustee as an Unrestricted Subsidiary in compliance with "--Limitations on
Designations of Unrestricted Subsidiaries."
"Restricted Subsidiary Guarantee" means a supplemental indenture to the
indenture in form satisfactory to the trustee, providing for an unconditional
Guarantee of payment in full of the principal of, premium, if any, and interest
on the 7.50% notes. The Restricted Subsidiary Guarantee shall not be
subordinate in right of payment to any Debt of the Restricted Subsidiary
providing the Restricted Subsidiary Guarantee.
"Sale and Leaseback Transaction" of any Person means an arrangement with any
lender or investor or to which the lender or investor is a party providing for
the leasing by the Person of any property or asset of the Person which has
been or is being sold or transferred by the Person more than 365 days after the
acquisition or the completion of construction or commencement of operation to
the lender or investor or to any Person to whom funds have been or are to be
advanced by the lender or investor on the security of the property or asset.
The stated maturity of the arrangement shall be the date of the last payment of
rent or any other amount due under the arrangement prior to the first date on
which the arrangement may be terminated by the lessee without payment of a
penalty.
"Stated Maturity," when used with respect to a 7.50% note or any installment of
interest, means the date specified in the 7.50% note as the fixed date
on which the principal of the 7.50% note or the installment of interest is due
and payable.
"Strategic Investor" means a corporation, partnership or other entity engaged in
one or more Telecommunications Businesses that has, or 80% or more of the Voting
Stock of which is owned by a Person that has, an equity market capitalization,
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at the time of its initial Investment in Qwest or in a Permitted Joint
Venture with Qwest, in excess of $2 billion.
"Subordinated Debt" means Debt of Qwest as to which the payment of principal of
and premium, if any, and interest and other payment obligations in respect of
the Debt shall be subordinate to the prior payment in full of the 7.50% notes
to at least the following extent:
o no payments of principal of or premium, if any, or interest on or otherwise
due in respect of the Debt may be permitted for so long as any default in
the payment of principal or premium, if any, or interest on the 7.50% notes
exists;
o if any other default exists with respect to the 7.50% notes, upon notice by
25% or more in principal amount of the 7.50% notes to the trustee, the
trustee shall have the right to give notice to Qwest and the holders of the
Debt or trustees or agents for the holders of a payment blockage, and after
the notice no payments of principal of or premium, if an, or interest on or
otherwise due in respect of the Debt may be made for a period of 179 days
from the date of the notice; and
o the Debt may not
o provide for payments of principal of the Debt at the stated maturity
or by way of a sinking fund or by way of any mandatory redemption,
defeasance, retirement or repurchase of the Debt by Qwest, including
any redemption, retirement or repurchase which is contingent upon
events or circumstances but excluding any retirement required by
virtue of acceleration of the Debt upon an event of default, in each
case prior to the final Stated Maturity of the 7.50% notes or
o permit redemption or other retirement, including in an offer to
purchase made by Qwest, of the other Debt at the option of the holder
prior to the final Stated Maturity of the 7.50% notes, other than a
redemption or other retirement at the option of the holder of the
Debt, including in an offer to purchase made by Qwest, which is
conditioned upon a change of control of Qwest under provisions
substantially similar to those described under "--Change of Control"
and which shall provide that the Debt will not be repurchased under
those provisions prior to Qwest's repurchase of the 7.50% notes
required to be repurchased by Qwest under the provisions described
under "--Change of Control".
"Subsidiary" of any Person means
o a corporation more than 50% of the combined voting power of the outstanding
Voting Stock of which is owned, directly or indirectly, by the Person or by
one or more other Subsidiaries of the Person or by the Person and one or
more Subsidiaries of the Person or
o any other Person other than a corporation in which the Person, or one or
more other Subsidiaries of the Person or the Person and one or more other
Subsidiaries of the Person, directly or indirectly, has at least a majority
ownership and power to direct the policies, management and affairs of the
Person.
"Telecommunications Assets" means all assets, rights, contractual or otherwise,
and properties, whether tangible or intangible, used or intended for use in
connection with a Telecommunications Business.
"Telecommunications Business" means the business of
o transmitting, or providing services relating to the transmission of, voice,
video or data through owned or leased transmission facilities,
o constructing, creating, developing or marketing communications related
network equipment, software and other devices for use in a
telecommunications business or
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o evaluating, participating or pursuing any other activity or opportunity
that is primarily related to those identified in the preceding two clauses;
provided that the determination of what constitutes a Telecommunications
Business shall be made in good faith by the board of directors of Qwest.
"Unrestricted Subsidiary" means any Subsidiary of Qwest designated as such
in compliance with "--Limitation on Designations of Unrestricted Subsidiaries."
"Voting Stock" of any Person means Capital Stock of the Person which ordinarily
has voting power for the election of directors or persons performing similar
functions of such Person, whether at all times or only for so long as no senior
class of securities has that voting power by reason of any contingency.
"Wholly Owned Subsidiary" of any Person means a Subsidiary of the Person all of
the outstanding Voting Stock or other ownership interests, other than directors'
qualifying shares, of which shall at the time be owned by the Person or by one
or more Wholly Owned Subsidiaries of the Person or by the Person and one or
more Wholly Owned Subsidiaries of the Person.
Events of Default
The following will be events of default under the indenture:
o failure to pay principal of or premium, if any, on any 7.50% note when due;
o failure to pay any interest on any 7.50% note when due, continued for 30
days;
o default in the payment of principal and interest on 7.50% notes required to
be purchased in an offer to purchase as described under "--Change of
Control" when due and payable;
o failure to perform or comply with the provisions described under
"--Mergers, Consolidations and Certain Sales of Assets" and "--Limitation
on Asset Dispositions";
o failure to perform any other covenant or agreement of Qwest under the
indenture or the 7.50% notes continued for 60 days after written notice to
Qwest by the trustee or holders of at least 25% in aggregate principal
amount of the outstanding 7.50% notes;
o default under the terms of any instrument evidencing or securing Debt of
Qwest or any Restricted Subsidiary having an outstanding principal amount
of $10 million individually or in the aggregate which default results in
the acceleration of the payment of the indebtedness or constitutes the
failure to pay the indebtedness when due after expiration of any applicable
grace period;
o the rendering of a final judgment or judgments not subject to appeal
against Qwest or any Restricted Subsidiary in an amount in excess of $10
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million which remains undischarged or unstayed for a period of 45 days
after the date on which the right to appeal has expired; and
o certain events of bankruptcy, insolvency or reorganization affecting Qwest
or any Restricted Subsidiary.
Subject to the provisions of the indenture relating to the duties of the trustee
in case an event of default shall occur and be continuing, the trustee will not
be under any obligation to exercise any of its rights or powers under the
indenture at the request or direction of any of the holders of 7.50% notes,
unless the holders shall have offered to the trustee reasonable indemnity.
Subject to the provisions for the indemnification of the trustee, the holders
of a majority in aggregate principal amount of the outstanding 7.50% notes will
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the trustee or exercising any trust or power
conferred on the trustee.
If any event of default other than an event of bankruptcy, insolvency or
reorganization shall occur and be continuing, either the trustee or the holders
of at least 25% in aggregate principal amount at maturity of the outstanding
7.50% notes may accelerate the maturity of all 7.50% notes; provided, however,
that after the acceleration, but before a judgment or decree based on
acceleration, the holders of a majority in aggregate principal amount of the
outstanding 7.50% notes may, under certain circumstances, rescind and annul the
acceleration if all events of default, other than the non-payment of accelerated
principal, have been cured or waived as provided in the indenture. If an event
of bankruptcy, insolvency or reorganization occurs, the outstanding 7.50% notes
will ipso facto become immediately due and payable without any declaration or
other act on the part of the trustee or any holder. For information as to waiver
of defaults, see "--Amendment, Supplement and Waiver."
No holder of any 7.50% note will have any right to institute any proceeding with
respect to the indenture or for any remedy under the indenture, unless the
holder shall have previously given to the trustee written notice of a continuing
event of default (as defined) and unless also the holders of at least 25% in
aggregate principal amount of the outstanding 7.50% notes shall have made
written request and offered reasonable indemnity to the trustee to institute
the proceeding as trustee, and the trustee shall not have received from the
holders of a majority in aggregate principal amount of the outstanding 7.50%
notes a direction inconsistent with the request and shall have failed to
institute the proceeding within 60 days. However, those limitations do not apply
to a suit instituted by a holder of a 7.50% note for enforcement of payment of
the principal of and premium, if any, or interest on the 7.50% note on or after
the respective due dates expressed in the 7.50% note. Qwest will be required to
furnish to the trustee quarterly a statement as to the performance by Qwest of
certain of its obligations under the indenture and as to any default in its
performance.
Amendment, Supplement and Waiver
Qwest and the trustee may, at any time and from time to time, without
notice to or consent of any holder of 7.50% notes, enter into one or more
indentures supplemental to the indenture
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o evidence the succession of another Person to Qwest and the assumption by
the successor of the covenants of Qwest in the indenture and the 7.50%
notes;
o to add to the covenants of Qwest, for the benefit of the holders, or to
surrender any right or power conferred upon Qwest by the indenture;
o to add any additional events of default;
o to provide for uncertificated 7.50% notes in addition to or in place of
certificated 7.50% notes;
o to evidence and provide for the acceptance of appointment under the
indenture of a successor trustee;
o to secure the 7.50% notes; or
o to cure any ambiguity in the indenture to correct or supplement any
provision in the indenture which may be inconsistent with any other
provision in the indenture or to add any other provisions with respect to
matters or questions arising under the indenture;
provided the actions shall not adversely affect the interests of the holders in
any material respect. With the consent of the holders of not less than a
majority in principal amount of the outstanding 7.50% notes, Qwest and the
trustee may enter into one or more indentures supplemental to the indenture for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the indenture or modifying in any manner the rights of
the holders, provided that no supplemental indenture shall, without the
consent of the holder of each outstanding 7.50% note
o change the Stated Maturity of the principal of, or any installment of
interest on, any 7.50% note, or alter the redemption provisions of the
7.50% note, or reduce the principal amount of the 7.50% note or premium, if
any, or interest that would be due and payable upon maturity of the 7.50%
note, or change the place of payment where, or the coin or currency in
which, any 7.50% note or any premium or interest is payable, or impair the
right to institute suit for the enforcement of the payment on or after the
maturity of the 7.50% note;
o reduce the percentage in principal amount of the outstanding 7.50% notes,
the consent of whose holders is necessary for the supplemental indenture or
required for any waiver of compliance with certain provisions of the
indenture or certain defaults under the indenture;
o subordinate in right of payment, or otherwise subordinate, the 7.50% notes
to any other Debt; or
o modify any provision of this paragraph, except to increase any percentage
set forth in this paragraph.
The holders of not less than a majority in principal amount of the outstanding
7.50% notes may, on behalf of the holders of all the 7.50% notes, waive any past
default under the indenture and its consequences, except default (1) in the
payment of the principal of or premium, if any, or interest on any 7.50% note,
or (2) in respect of a covenant or provision which under the proviso to the
prior paragraph cannot be modified or amended without the consent of the holder
of each outstanding 7.50% note affected.
Satisfaction and Discharge of the indenture, Defeasance
Qwest may terminate its obligations under the indenture when
o either
o all outstanding 7.50% notes have been delivered to the trustee for
cancellation or
o all 7.50% notes not previously delivered to the trustee for
cancellation have become due and payable, will become due and payable
within one year or are to be called for redemption within one year
under irrevocable arrangements satisfactory to the trustee for the
giving of notice of redemption by the trustee in the name and at the
expense of Qwest, and Qwest has irrevocably deposited or caused to be
deposited with the trustee funds in an amount sufficient to pay and
discharge the entire indebtedness on
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the 7.50% notes not previously delivered to the trustee for
cancellation, for principal of or premium, if any, on and interest to
the date of deposit or maturity or date of redemption on the 7.50%
notes;
o Qwest has paid or caused to be paid all other sums payable by Qwest
under the indenture; and
o Qwest has delivered an officers' certificate and an opinion of counsel
relating to compliance with the conditions set forth in the indenture.
Qwest, at its election, shall
o be deemed to have paid and discharged its debt on the 7.50% notes and the
indenture shall cease to be of further effect as to all outstanding 7.50%
notes, except as to
o rights of registration of transfer, substitution and exchange of 7.50%
notes and Qwest's right of optional redemption,
o rights of holders to receive payments of principal of, premium, if
any, and interest on the 7.50% notes, but not the Purchase Price
referred to under "--Change of Control," and any rights of the holders
with respect to the amounts,
o the rights, obligations and immunities of the trustee under the
indenture and
o certain other specified provisions in the indenture, or
o cease to be under any obligation to comply with certain restrictive
covenants including those described under "--Certain Covenants," after the
irrevocable deposit by Qwest with the trustee, in trust for the benefit of
the holders, at any time prior to the maturity of the 7.50% notes, of
o money in an amount,
o Government Securities which through the payment of interest and
principal will provide, not later than one day before the due date of
payment in respect of the 7.50% notes, money in an amount, or
o a combination,
sufficient to pay and discharge the principal of, and interest on, the
7.50% notes then outstanding on the dates on which the payments are due in
accordance with the terms of the indenture and of the 7.50% notes.
Such defeasance or covenant defeasance shall be deemed to occur only if certain
conditions are satisfied, including, among other things, delivery by Qwest
to the trustee of an opinion of counsel acceptable to the trustee to the effect
that
o the deposit, defeasance and discharge will not be deemed, or result in, a
taxable event for federal income tax purposes with respect to the holders;
and
o Qwest's deposit will not result in the trust or the trustee being subject
to regulation under the Investment Company Act of 1940.
Governing Law
The indenture and the 7.50% notes will be governed by the laws of the State of
New York.
The Trustee
Bankers Trust Company will be the trustee under the indenture and Qwest's other
senior note indentures. The trustee's current address is Four Albany Street, New
York, New York 10006. The holders of not less than a majority in principal
amount of the outstanding 7.50% notes will have the right to direct the time,
method and place of conducting any proceeding for exercising any remedy
available to the trustee, subject to certain exceptions. Except during the
continuance of an event of default, the trustee will perform only the duties
that are specifically set forth in the indenture. The indenture provides that in
case an event of default shall occur which shall not be cured or waived, the
trustee will be required, in the exercise of its rights and powers under the
indenture, to use the degree of care of a prudent person in the conduct of the
person's own affairs.
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No Personal Liability of Directors, Officers, Employees and Stockholders
No director, officer, employee, incorporator or stockholder of Qwest, as
such, shall have any liability for any obligations of Qwest under the
7.50% notes or the indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation, solely by reason of its status as
a director, officer, employee, incorporator or stockholder of Qwest. By
accepting a 7.50% note each holder waives and releases all such liability but
only such liability. The waiver and release are part of the consideration for
issuance of the 7.50% notes. Nevertheless, such waiver may not be effective to
waive liabilities under the federal securities laws and it has been the view of
the SEC that such a waiver is against public policy.
Transfer and Exchange
A holder may transfer or exchange 7.50% notes in accordance with the indenture.
Qwest, the Registrar and the trustee may require a holder, among other
things, to furnish appropriate endorsements and transfer documents and
Qwest may require a holder to pay any taxes and fees required by law or
permitted by the indenture.
Exchange Offer; Registration Rights
Qwest has entered into a registration rights agreement with the initial
purchaser in which Qwest agreed, for the benefit of the holders of the old 7.50%
notes, at Qwest's cost, (a) by February 2, 1999, to file a registration
statement with the SEC with respect to a registered offer to exchange the old
7.50% notes for the new 7.50% notes, (b) to use its best efforts to cause the
registration statement to be declared effective under the Securities Act by
April 2, 1999, and (c) to consummate the exchange offer by May 2, 1999. For each
old 7.50% note surrendered to Qwest in the exchange offer, the holder of the
old 7.50% note will receive a new 7.50% note having a principal amount at
maturity equal to that of the surrendered old 7.50% note.
Based upon no-action letters issued by the staff of the SEC to third parties,
Qwest believes that the new 7.50% notes issued in the exchange offer in exchange
for old 7.50% notes would in general be freely transferable after the exchange
offer without further registration under the Securities Act if the holder of the
new 7.50% notes represents:
o that it is not an "affiliate," as defined in Rule 405 of the Securities
Act, of Qwest,
o that it is acquiring the new 7.50% notes in the ordinary course of its
business and
o that it has no arrangement or understanding with any person to participate
in the distribution (within the meaning of the Securities Act) of the new
7.50% notes;
provided that, in the case of broker-dealers, a prospectus meeting the
requirements of the Securities Act be delivered as required. However, the SEC
has not considered the exchange offer in the context of a no-action letter and
there can
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be no assurance that the staff of the SEC would make a similar determination
with respect to the exchange offer. Holders of old 7.50% notes wishing to accept
the exchange offer must represent to Qwest that the conditions have been met.
Each broker-dealer that receives new 7.50% notes for its own account in the
exchange offer, where it acquired the old 7.50% notes exchanged for the new
7.50% notes for its own account as a result of market-making or other trading
activities, may be deemed to be an "underwriter" within the meaning of the
Securities Act and must acknowledge that it will deliver a prospectus in
connection with the resale of the new 7.50% notes. The letter of transmittal
states that by so acknowledging and by delivering a prospectus, a broker-dealer
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act. This prospectus, as it may be amended or supplemented from
time to time, may be used by a broker-dealer in connection with resales of new
7.50% notes received in exchange for old 7.50% notes where the old 7.50% notes
were acquired by the broker-dealer as a result of market-making activities or
other trading activities. Qwest has agreed that, for a period of one year after
closing of the exchange offer, it will make this prospectus available to any
broker-dealer for use in connection with the resale. A broker-dealer that
delivers a prospectus to purchasers in connection with those resales will be
subject to certain of the civil liability provisions under the Securities Act,
and will be bound by the provisions of the Registration Agreement (including
certain indemnification and contribution rights and obligations). See "The
Exchange Offer--Resale of the New 7.50% Notes" and "Plan of Distribution."
Each holder of the old 7.50% notes (other than certain specified holders) who
wishes to exchange old 7.50% notes for new 7.50% notes in the exchange offer
will be required to represent that
o it is not an affiliate of Qwest,
o any new 7.50% notes to be received by it will be acquired in the ordinary
course of its business and
o at the time of commencement of the Exchange Offer, it has no arrangement
with any person to participate in the distribution (within the meaning of
the Securities Act) of the new 7.50% notes.
If the holder is a broker-dealer who acquired the old 7.50% notes for its own
account as a result of market-making or other trading activities, it may be
deemed to be an "underwriter" within the meaning of the Securities Act and will
be required to acknowledge that it must deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of the new
7.50% notes. The SEC has taken the position that those broker-dealers may
fulfill their prospectus delivery requirements with respect to the new 7.50%
notes with the prospectus contained in the exchange offer registration
statement, except that the prospectus cannot be used for a resale of an unsold
allotment from the original sale of the old 7.50% notes. Under the registration
rights agreement, Qwest is required to allow those broker-dealers and any other
persons subject to similar prospectus delivery requirements to use the
prospectus contained in the exchange offer registration statement in connection
with the resale of the new 7.50% notes.
If,
o because of any change in law or applicable interpretations by the SEC's
staff, Qwest determines upon advice of its outside counsel that it is not
permitted to effect the exchange offer as contemplated by the Registration
Agreement, or
o for any other reason the exchange offer is not consummated within 180 days
of the closing date of the old 7.50% notes, or
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o the initial purchaser so requests with respect to old 7.50% notes held by
it following closing of the exchange offer, or
o any holder of old 7.50% notes other than the initial purchaser of the old
7.50% notes is not eligible to participate in the exchange offer or
o if the initial purchaser participates in the exchange offer or acquires new
7.50% notes issued and delivered to it by Qwest in exchange for old 7.50%
notes, the purchaser does not receive freely tradeable new 7.50% notes in
exchange for old 7.50% notes constituting any portion of an unsold
allotment,
Qwest will, at its cost,
o as promptly as practicable, file a shelf registration statement with the
SEC relating to the offer and sale of the old 7.50% notes or the new 7.50%
notes,
o cause the shelf registration statement to be declared effective under the
Securities Act and
o use its best efforts to keep the shelf registration statement continuously
effective under the Securities Act for a period of three years or a shorter
period that will terminate when all the old 7.50% notes or new 7.50% notes,
as applicable, covered by the shelf registration statement have been sold.
If Qwest files a shelf registration statement, it will:
o provide to each holder of the old 7.50% notes copies of the prospectus that
is a part of the shelf registration statement,
o notify each holder when the shelf registration statement for the old
7.50% notes has been filed with the SEC and when the shelf registration
statement or any post-effective amendment has become effective and
o take certain other actions as are required to permit unrestricted resales
of the 7.50% notes.
A holder of 7.50% notes that sells the 7.50% notes under a shelf registration
statement generally will be required to be named as a selling security holder in
the related prospectus and to deliver a prospectus to purchasers, will be
subject to certain of the civil liability provisions under the Securities Act in
connection with the sales and will be bound by the provisions of the
registration rights agreement which are applicable to the holder, including
indemnification and contribution rights and obligations.
Each of the following events is a "Registration Default":
o the exchange offer registration statement has not been filed with the SEC
within 90 days after the closing date of the old 7.50% notes or declared
effective within 150 days after the closing date of the old 7.50% notes, or
the exchange offer has not been consummated within 180 days after the
closing date of the old 7.50% notes or
o instead, the shelf registration statement has not been filed with the SEC
and declared effective within 210 days after the closing date of the old
7.50% notes or
o after either the exchange offer registration statement or the shelf
registration statement has been declared effective, as the case may be, the
registration statement ceases to be effective or usable (subject to certain
exceptions) in connection with resales of old 7.50% notes or new 7.50%
notes in accordance with and during the periods specified in the
registration rights agreement.
If a Registration Default occurs, additional interest ("Liquidated Interest")
will accrue on the old 7.50% notes (in addition to the stated interest on the
old 7.50% notes) from and including the date on which the event shall occur up
to but excluding the date on which all those events have been cured. Liquidated
Interest will be payable in cash semiannually in arrears each November 1 and May
1, at a rate per annum equal to 0.50% of the principal amount of the old 7.50%
notes during the 90-day period immediately following the occurrence of any
Registration Default and shall increase by 0.25% per annum of the principal
amount of the old 7.50% notes at the end of each subsequent 90-day period,
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but in no event shall the rates exceed 2.00% per annum in the aggregate
regardless of the number of Registration Defaults.
The summary in this prospectus of certain provisions of the Registration
Agreement does not purport to be complete and is subject to, and is qualified in
its entirety by reference to, all the provisions of the registration rights
agreement, a copy of which is filed as an exhibit to the registration statement
of which this prospectus is a part.
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PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENT
The unaudited pro forma condensed combined financial statement presented below
is derived from the historical consolidated financial statement of Qwest,
Phoenix, LCI and Icon. The unaudited pro forma condensed combined statement of
operations for the year ended December 31, 1998 gives pro forma effect to the
acquisitions of Phoenix, LCI and Icon as if such acquisitions had occurred on
January 1, 1998. The unaudited pro forma condensed combined financial statement
does not give effect to Qwest's acquisition of EUnet International Limited or
the proposed joint venture with KPN Telecom B.V. because such disclosure is not
required under Rule 3-05 of the Securities and Exchange Commission Regulation
S-X.
The unaudited pro forma condensed combined financial statement gives effect to
the acquisitions described above under the purchase method of accounting and is
based on the assumptions and adjustments described in the accompanying notes to
the unaudited pro forma condensed combined financial statement presented on the
following pages. The fair value of the consideration has been allocated to the
assets and liabilities acquired based upon the fair values of such assets and
liabilities at the date of each respective acquisition and may be revised for a
period of up to one year from the date of each respective acquisition. The
preliminary estimates and assumptions as to the value of the assets and
liabilities of LCI and Icon to the combined company is based upon information
available at the date of preparation of these unaudited pro forma condensed
combined financial statement, and will be adjusted upon the final determination
of such fair values. Qwest will complete final allocation of purchase price
within one year from the acquisition date. The items awaiting final allocation
include LCI network asset valuation and final determination of the costs to sell
these assets. It is anticipated that final allocation of the LCI purchase price
will not differ materially from the preliminary allocation.
The unaudited pro forma condensed combined financial statement does not purport
to represent what Qwest's results of operations would have actually been or what
operations would be if the transactions that give rise to the pro forma
adjustments had occurred on the date assumed and is not indicative of future
results. The unaudited pro forma condensed combined financial statement below
should be read in conjunction with the historical consolidated financial
statements and related notes thereto of Qwest, Phoenix, LCI and Icon.
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QWEST COMMUNICATIONS INTERNATIONAL INC.
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
Twelve Months Ended December 31, 1998
(Unaudited)
(Amounts in Millions, Except Per Share Information)
<TABLE>
<CAPTION>
Historical
------------------------------------------------- Pro Forma Pro Forma
Qwest LCI(1) Phoenix(1) Icon(1) Adjustments Combined
----------- --------- ---------- ---------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Revenue:
Communications services $ 1,554 $ 745 $ 17 $ 82 $ 2,398
-
Construction services 689 - - - - 689
----------- --------- ---------- ---------- -------- -------------
2,243 745 17 82 - 3,087
----------- --------- ---------- ---------- -------- -------------
Operating expenses:
Access and network operations 962 445 13 64 - 1,484
Construction services 447 - - - - 447
Selling, general and administrative 540 163 7 40 - 750
Depreciation and amortization 202 45 1 2 13 (2) 320
8 (3)
32 (4)
16 (5)
1 (6)
Merger costs 86 - - 5 (91) (7) -
Provision for In-process R&D 760 - - - (760) (7) -
----------- --------- ---------- ---------- -------- -------------
2,997 653 21 111 (781) 3,001
----------- --------- ---------- ---------- -------- -------------
Income (loss) from operations (754) 92 (4) (29) 781 86
Other expense (income):
Interest expense, net 96 14 - (1) - 109
----------- --------- ---------- ---------- -------- -------------
Income (loss) before income taxes (850) 78 (4) (28) 781 (23)
Income tax expense (benefit) (6) 30 - - 27 (8) 51
----------- --------- ---------- ---------- -------- -------------
Net income (loss) $ (844) $ 48 $ (4) $ (28) 754 $ (74)
=========== ========= ========== ========== ======== =============
Loss per share - basic and diluted $ (3.02) $ (0.22)
=========== =============
Weighted average shares used for
calculating loss per share -
basic and diluted 279 331
=========== =============
</TABLE>
See accompanying notes to unaudited pro forma
condensed combined financial statements.
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NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(1) Represents the results of operations of LCI, Phoenix and Icon from January
1, 1998 through the date of acquisition. LCI was acquired on June 5, 1998,
Phoenix was acquired on March 30, 1998 and Icon was acquired on December
31, 1998. All acquisitions were accounted for using the purchase method of
accounting. Results of operations of the acquired companies are included in
Qwest's operations from dates of acquisition.
(2) Represents the amortization of goodwill from the preliminary Icon purchase
price allocation. The amortization is calculated using an estimated useful
life of 15 years.
(3) Represents the amortization of other intangible assets on straight-line
basis that result from the preliminary Icon purchase price allocation using
estimated useful lives of 4 to 10 years.
(4) Represents the amortization of goodwill that resulted from the preliminary
LCI purchase price allocation. Goodwill amortization is calculated using an
estimated useful life of 40 years.
(5) Represents the amortization of developed technology and other intangible
assets that results from the preliminary LCI purchase price allocation.
Developed technology and other intangible assets amortization is calculated
using an estimated useful life of 10 years.
(6) Represents the amortization of goodwill that resulted from the Phoenix
purchase price allocation. Goodwill amortization is calculated using an
estimated useful life of 15 years.
(7) Merger costs and the provision for in-process R&D are eliminated because
they are non-recurring in nature. Merger costs and the provision for
in-process R&D for Qwest are directly attributable to the LCI Merger and
Icon Merger, as applicable. These charges are non-deductible for federal
tax purposes.
(8) Represents the assumed income tax effect of the pro forma adjustment
relating to the amortization of developed technology, other intangible
assets and the reversal of historical merger costs.
(9) Effective with the LCI merger, Qwest is no longer included in the
consolidated federal income tax return of Anschutz Company. As a result,
the tax sharing agreement with Anschutz Company is no longer effective.
Qwest previously recognized a deferred tax asset attributable to its net
operating loss carryforwards under the tax sharing agreement. Qwest
currently believes the tax benefits previously recognized under the tax
sharing agreement may be realized through tax planning strategies.
Accordingly, any in-substance dividend resulting from the deconsolidation
from Anschutz Company is not expected to be material to the consolidated
balance sheet of Qwest.
(10) Transactions among Qwest, Phoenix, LCI and Icon are not significant.
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Description of Certain Indebtedness
In March 1997, Qwest sold $250.0 million in principal amount of its 10 7/8%
senior notes due 2007 and used the proceeds to repay debt of Qwest and also to
fund capital expenditures for the construction and activation of Qwest's
network. Qwest is amortizing issuance costs totaling approximately $8.0 million
over the term of the 10 7/8% notes. Interest on the 10 7/8% notes is payable
semi-annually on April 1 and October 1 of each year, beginning on October 1,
1997, and the principal amount of the 10 7/8% notes is due and payable in full
on April 1, 2007. The 10 7/8% note indenture contains certain covenants that,
among other things, limit the ability of Qwest and its Restricted Subsidiaries
to incur additional debt and issue preferred stock, pay dividends or make other
distributions, repurchase capital stock or subordinated debt, create liens,
enter into transactions with affiliates, sell assets of Qwest or its Restricted
Subsidiaries, issue or sell capital stock of Qwest's Restricted Subsidiaries or
enter into mergers and consolidations. In addition, under certain limited
circumstances, Qwest will be required to offer to purchase the 10 7/8% notes at
a price equal to 100% of the principal amount plus accrued and unpaid interest
to the date of purchase with the excess proceeds of certain asset sales. In the
event of a change of control as defined in the 10 7/8% note indenture, holders
of the 10 7/8% notes will have the right to require Qwest to purchase all of
their 10 7/8% notes at a price equal to 101% of the aggregate principal amount
plus accrued and unpaid interest. Generally, the 10 7/8% notes are redeemable,
at the option of Qwest, in whole or in part at stated premiums over par on or
after April 1, 2002, and up to 35% of the 10 7/8% notes may be redeemed at a
premium over par prior to April 1, 2000 with the proceeds of certain public
stock offerings. In December 1998, we redeemed $87.5 million of the 10 7/8%
notes.
In October 1997, Qwest sold $555.9 million in principal amount at maturity of
its 9.47% senior discount notes due 2007. The sale
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generated net proceeds of approximately $342.1 million, after deducting offering
costs. Offering costs are included in intangible and other long-term assets and
are being amortized to interest expense over the term of the 9.47% notes. Qwest
used the net proceeds to fund capital expenditures for continuing construction
and activation of Qwest's network and to fund further growth in the business.
The principal amount of the 9.47% notes increases at a rate of 9.47% per annum,
compounded semi-annually, to an aggregate principal amount of $555.9 million by
October 15, 2002. The principal amount of the 9.47% notes is due and payable in
full on October 15, 2007. The 9.47% notes are redeemable at Qwest's option, in
whole or in part, at any time on or after October 15, 2002, at specified
redemption prices over par. In addition, prior to October 15, 2000, Qwest may
use the net cash proceeds from certain specified equity transactions to redeem
up to 35% of the 9.47% notes at specified redemption prices over par. Cash
interest on the 9.47% notes will not accrue until October 15, 2002, and then
will accrue at a rate of 9.47% per annum, and will be payable semi-annually in
arrears commencing on April 15, 2003 and then on April 15 and October 15 of each
year. Qwest has the option of beginning to accrue cash interest on any interest
payment date on or after October 15, 2000. In that case the outstanding
principal amount at maturity of the 9.47% notes will be reduced to the then
increased principal value, and cash interest will be payable on each subsequent
interest payment date. The indenture for the 9.47% notes contains certain
covenants that are substantially identical to the 10 7/8% notes described above.
In January 1998, Qwest sold $450.5 million in principal amount at maturity of
its 8.29% senior discount notes due 2008. The sale generated net proceeds of
approximately $299.2 million, after deducting offering costs. Offering costs are
included in intangible and other long-term assets and will be amortized to
interest expense over the term of the 8.29% notes. Qwest used the net proceeds
to fund capital expenditures for continuing construction and activation of
Qwest's network and to fund further growth in the business. The principal amount
of the 8.29% notes increases at a rate of 8.29% per annum, compounded
semi-annually, to an aggregate principal amount of $450.5 million by February 1,
2003. The principal amount of the 8.29% notes is due and payable in full on
February 1, 2008. The 8.29% notes are redeemable at Qwest's option, in whole or
in part, at any time on or after February 1, 2003, at specified redemption
prices over par. In addition, prior to February 1, 2001, Qwest may use the net
cash proceeds from certain specified equity transactions to redeem up to 35% of
the 8.29% notes at specified redemption prices over par. Cash interest on the
8.29% notes will not accrue until February 1, 2003, and then will accrue at a
rate of 8.29% per annum, and will be payable semi-annually in arrears beginning
August 1, 2003 and then on February 1 and August 1 of each year. Qwest has the
option of beginning to
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accrue cash interest on an interest payment date on or after February 1, 2001.
In that case the outstanding principal amount at maturity of the 8.29% notes
will be reduced to the then increased value, and cash interest will be payable
on each succeeding interest payment date. The indenture for the 8.29% notes
contains certain covenants that are substantially identical to the 10 7/8%notes
and the 9.47% notes described above.
In connection with the acquisition of LCI, Qwest assumed LCI's existing debt
instruments, including $350.0 million of 7.25% senior notes due 2007.
In November 1998, Qwest sold the 7.50% notes and used the proceeds to fund
initiatives to further develop and deploy Qwest's network, gain additional
market share in the traditional telecommunications market segment, expand the
Qwest data market strategy and to fund general working capital needs. Pending
the application of the net proceeds of the offering of the 7.50% notes,
Qwest applied a portion of the proceeds to pay down the outstanding balances
under Qwest's existing credit facilities. Unamortized issuance costs
totaling approximately $9.0 million are being amortized over the term of the
7.50% notes. Interest on the 7.50% notes is payable semi-annually on May 1 and
November 1 of each year, beginning on May 1, 1999, and the principal amount of
the 7.50% notes is due and payable in full on November 1, 2008. The indenture
for the 7.50% notes contains certain covenants that are substantially identical
to the 10 7/8% notes, the 9.47% notes and the 8.29% notes described above,
except that under the indenture for the 7.50% notes, Qwest has no
obligation to comply with most of the covenants during any period when the 7.50%
notes have been assigned investment grade ratings. If the 7.50% notes later lose
an investment grade rating, the covenants will again apply. See "Description of
the 7.50% Notes."
In late November 1998, the Company sold $300.0 million in principal amount of
its 7.25% notes due 2008 and used the proceeds to fund initiatives to further
develop and deploy Qwest's network, gain additional market share in the
traditional telecommunications market segment, expand the Qwest data market
strategy and to fund general working capital needs. These initiatives may
be effected directly by Qwest or through joint venture and similar
arrangements and will include construction, development and
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lighting of Qwest's network, expansion of the data and other business services
offered by Qwest, development of sales channels and other needs. Unamortized
issuance costs totaling approximately $2.3 million are being amortized over the
term of the 7.25% notes due 2008. Interest on the 7.25% notes due 2008 is
payable semi-annually on May 1 and November 1 of each year, beginning on May 1,
1999, and the principal amount of the 7.25% notes due 2008 is due and payable in
full on November 1, 2008. The indenture for the 7.25% notes due 2008 contains
certain covenants that are substantially identical to the 10 7/8% notes, the
9.47% notes, the 8.29% notes and the 7.50% notes described above, except that,
like the 7.50% notes, under the indenture for the 7.25% notes due 2008, Qwest
has no obligation to comply with most of the covenants during any period when
the 7.25% notes due 2008 have been assigned investment grade ratings. If the
7.25% notes due 2008 later lose an investment grade rating, the covenants will
again apply.
In connection with the sale of the 7.25% notes due 2008, Qwest agreed to make an
offer to exchange new notes, registered under the Securities Act and with
identical terms or, alternatively, to file a shelf registration statement under
the Securities Act with respect to the notes.
Crfedit Facility and Lines of Credit
In connection with the acquisition of LCI, Qwest assumed a $250.0 million
revolving credit facility from a syndicate of banks. Qwest also assumed three
separate discretionary line of credit agreements with commercial banks providing
for total borrowings of up to $75.0 million.
The credit facility and two of the lines of credit expired on December 31, 1998.
The outstanding balances on the credit facility and the two lines of credit were
paid down in full, and had no amount outstanding as of December 31, 1998. The
remaining line of credit provides for total borrowings of up to $25.0 million
and expires on July 30, 1999. As of December 31, 1998, no amount was outstanding
on the remaining line of credit.
In February 1999, Qwest received commitments from several banks to
syndicate an unsecured credit facility in the amount of $1.0 billion. It is a
condition to closing that Qwest sign a mututally satisfactory credit
agreement. Qwest expects to close by the end of the first quarter of 1999.
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United States Federal Income Tax Considerations
General
The following is a general discussion of the United States federal income tax
consequences that Qwest expects apply to holders of the old 7.50% notes who
purchased the old 7.50% notes from Qwest for cash, exchange the old 7.50% notes
for new 7.50% notes in this exchange offer, and hold the old 7.50% notes and
will hold the new 7.50% notes as capital assets. This discussion is a
descriptive summary only and is not a complete technical analysis or listing of
all potential tax considerations that may be relevant to holders. Qwest has
received an opinion of its counsel, Holme Roberts & Owen LLP, that the following
describes the material United States federal income tax consequences expected to
result to holders, subject to the conditions and limitations described in this
discussion. This discussion is based on current provisions of the Internal
Revenue Code of 1986, applicable Treasury regulations, and public administrative
and judicial interpretations of the Internal Revenue Code and Treasury
Regulations, all of which are subject to change. Any change could be applied
retroactively. This discussion is also based on the information contained in
this prospectus and the related documents, and on certain representations from
Qwest as to factual matters. This discussion does not cover all aspects of
United States federal taxation that may be relevant to, or the actual tax effect
that any of the matters described in this discussion will have on, particular
holders and does not address foreign, state, or local tax consequences.
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Qwest has not sought and will not seek any ruling from the Internal Revenue
Service with respect to the 7.50% notes. The Internal Revenue Service could take
a different position concerning the tax consequences of the exchange of old
7.50% notes for new 7.50% notes or the ownership or disposition of the new 7.50%
notes, and the Internal Revenue Service's position could be sustained by a
court.
The United States federal income tax consequences to a holder may vary depending
on the holder's particular situation or status. Some of the rules applicable to
holders that are subject to special rules under the Internal Revenue Code are
not discussed below. Examples of these holders include insurance companies,
tax-exempt organizations, mutual funds, retirement plans, financial
institutions, dealers in securities or foreign currency, persons that hold the
7.50% notes as part of a "straddle" or as a "hedge" against currency risk or in
connection with a conversion transaction, persons that have a functional
currency other than the United States dollar, investors in pass-through
entities, traders in securities that elect to mark to market, and except as
expressly addressed in this discussion, non-U.S. holders.
As used in this discussion, the term "U.S. holder" means a holder that, for
United States federal income tax purposes, is
o a citizen or resident of the United States,
o corporation, partnership, or other entity created or organized in or under
the laws of the United States, of the District of Columbia, or of any
State,
o an estate the income of which is subject to United States federal income
tax, regardless of its source, or
o a trust if
o a court within the United States is able to exercise primary
supervision over the administration of the trust and
o one or more United States persons have the authority to control all
substantial decisions of the trust.
A "non-U.S. holder" is a holder that is, for United States federal
income tax purposes, not a U.S. holder.
This discussion is for general information purposes only. Each holder is urged
to consult its tax advisor as to the particular tax consequences to the holder
of exchanging old 7.50% notes for new 7.50% notes and of holding and disposing
of the new 7.50% notes, including the applicability and effect of all foreign,
state, or local tax laws and of any change in federal income tax law or
administrative or judicial interpretation since the date of this prospectus.
Exchange of Notes
Although there is no direct authority as to whether the exchange of old 7.50%
notes for new 7.50% notes in the exchange offer will be treated as a taxable
exchange for United States federal income tax purposes, it is the opinion of
Holme Roberts & Owen LLP, counsel to Qwest, that based on its analysis of
applicable law, the exchange should not be treated as a taxable exchange for
United States federal income tax purposes. A holder should not recognize gain or
loss on the exchange of old 7.50% notes for new 7.50% notes in the exchange
offer and, on the exchange, should have the same adjusted tax basis in and
holding period for the new 7.50% notes as it had in the old 7.50% notes
immediately before the exchange.
Original Issue Discount
Qwest was advised by the initial purchaser at the time of the sale of the old
7.50% notes that the initial purchaser intended to sell the old 7.50% notes at a
price equal to 99.324% of the stated principal amount of the old 7.50% notes,
and Qwest believes that substantially all of the old 7.50% notes were sold to
investors at that price. This discussion is therefore based on the assumption
that the old 7.50% notes were not issued with an amount of original issue
discount in excess of the de minimis exception under the Internal Revenue Code,
and thus, that the original issue discount amount will be considered zero for
United States federal income tax purposes. Each U.S. holder is required to
include stated
<PAGE>
83
interest on the 7.50% notes in gross income in accordance with the U.S. holder's
regular method of tax accounting.
Market Discount
Under the market discount rules of the Internal Revenue Code, a U.S. holder who
purchases a 7.50% note at a "market discount" will generally be required to
treat any gain recognized on the disposition of the 7.50% note as ordinary
income to the extent of the lesser of the gain or the portion of the market
discount that accrued during the period that the U.S. holder held the 7.50%
note. Market discount is generally defined as the amount by which a U.S.
holder's purchase price for a 7.50% note is less than the stated redemption
price at maturity of the 7.50% note on the date of purchase, subject to a
statutory de minimis exception. In this case, the stated redemption price at
maturity is the stated principal amount. A U.S. holder who acquires a 7.50% note
at a market discount may be required to defer all or a portion of any interest
expense that otherwise may be deductible on any indebtedness incurred or
continued to purchase or carry the 7.50% note until the retirement of the 7.50%
note, or if earlier, the U.S. holder disposes of the 7.50% note in a taxable
transaction. A U.S. holder who has elected under applicable Internal Revenue
Code provisions to include market discount in income annually as the discount
accrues will not, however, be required to treat any gain recognized as ordinary
income or to defer any deductions for interest expense under these rules. This
election to include market discount in income currently, once made, applies to
all market discount obligations acquired on or after the first day of the
taxable year to which the election applies and may not be revoked without the
consent of the Internal Revenue Service. Holders should consult their tax
advisors as to the portion of any gain that would be taxable as ordinary income
under these provisions and any other consequences of the market discount rules
that may apply to them in particular.
Amortizable Bond Premium
Generally, if the tax basis of an obligation held as a capital asset exceeds the
amount payable at maturity of the obligation, the excess will constitute
amortizable bond premium that the holder of the debt instrument may elect,
under section 171 of the Internal Revenue Code, to amortize as an offset to
interest income under the constant yield method over the period from its
acquisition date to the obligation's maturity date subject to special rules for
early call provisions. A U.S. holder who elects to amortize bond premium must
reduce its tax basis in the related 7.50% notes by the amount of the aggregate
amortization allowable as
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amortizable bond premium. An election to amortize bond premium applies to all
obligations with amortizable bond premium held by the electing U.S. holder at
the beginning of the first taxable year to which the election applies or
later acquired by the U.S. holder and is irrevocable without the consent of
the Internal Revenue Service.
Sale, Retirement, or Other Taxable Disposition
Upon the sale, retirement, or other taxable disposition of a 7.50% note, a U.S.
holder will generally recognize gain or loss equal to the difference between (i)
the amount of cash plus the fair market value of property received in exchange
for the 7.50% note, except to the extent attributable to accrued interest not
previously taken into account, and (ii) the U.S. holder's adjusted tax basis in
the 7.50% note. If the 7.50% note has market discount or amortizable bond
premium, appropriate adjustments may be required in computing the U.S. holder's
adjusted tax basis for the 7.50% note. Any gain or loss on the sale, retirement,
or other taxable disposition of a 7.50% note, measured as described above, will
generally be capital gain or loss, except as discussed under "-Market
Discount." In the case of an individual U.S. holder, the capital gain will be
taxable at various preferential rates, depending on the U.S. holder's holding
period for the 7.50% note at the time of disposition.
With respect to tax matters related to legal defeasance and covenant defeasance
in certain circumstances, see "Description of the 7.50% Notes-Satisfaction and
Discharge of the indenture, Defeasance."
Backup Withholding
The backup withholding rules of the Internal Revenue Code require a payor to
deduct and withhold a tax amount if
o the payee fails to furnish a taxpayer identification number to the payor,
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o the Internal Revenue Service notifies the payor that the TIN furnished by
the payee is incorrect,
o the payee has failed to report properly the receipt of a "reportable
payment" and the Internal Revenue Service has notified the payor that
withholding is required, or
o there has been a failure on the part of the payee to certify under penalty
of perjury that the payee is not subject to withholding under section 3406
of the Internal Revenue Code.
If any one of the events discussed above occurs, Qwest or its paying agent or
other withholding agent will be required to withhold a tax equal to 31 percent
of any "reportable payment" which includes, among other things, interest
actually paid and amounts paid through brokers in retirement of securities. Any
amount withheld from a payment to a U.S. holder under the backup withholding
rules will be allowed as a refund or credit against the U.S. holder's United
States federal income tax, provided that the required information is furnished
to the Internal Revenue Service. Certain U.S. holders, including corporations,
are not subject to the backup withholding or information reporting requirements.
Certain Tax Consequences to Non-U.S. Holders
General. The following discussion is for general information purposes only and
does not cover all aspects of United States federal taxation that may
apply to, or the actual tax effect that any of the matters described in this
discussion will have on, any particular non-U.S. holder. Non-U.S. holders are
urged to consult their tax advisors as to the particular tax consequences to
them of purchasing, holding, and disposing of the 7.50% notes.
Portfolio Interest Exemption. A non-U.S. holder not engaged in any U.S. trade or
business will generally, under the portfolio interest exemption of the Internal
Revenue Code, not be subject to United States federal income taxes or United
States federal withholding tax, on payments of principal and interest paid on
the 7.50% notes, provided that
o the non-U.S. holder does not actually or constructively own 10 percent or
more of the total combined voting power of all classes of stock of Qwest
entitled to vote,
o the non-U.S. holder is not
o a bank receiving interest under a loan agreement entered into in the
ordinary course of its trade or business or
o a controlled foreign corporation that is related to Qwest through
stock ownership,
o the interest is not effectively connected with a United States trade or
business and
o either
o the beneficial owner of the 7.50% notes certifies to Qwest or its
agent, under penalties of perjury, that it is not a U.S. holder and
provides a completed IRS Form W-8 ("Certificate of Foreign Status") or
o a securities clearing organization, bank, or other financial
institution which holds customers' securities in the ordinary course
of its trade or business (a "financial institution") and which holds
the 7.50% notes, certifies to Qwest or its agent, under penalties of
perjury, that it has received Form W-8 from the beneficial owner or
that it has received from another financial institution a Form W-8 and
furnishes the payor with a copy of the Form W-8 and none of the
persons reviewing the relevant certification or IRS form has actual
knowledge that the certification or any statement on the IRS form is
false.
If any of the situations described in the preceding clauses does not exist,
interest on the 7.50% notes, when paid, is subject to United States withholding
tax at the rate of 30 percent, unless an income tax treaty between the United
States and the country of which the non-U.S. holder is a tax resident provides
for the elimination or reduction in the rate of United States federal
withholding tax. Interest for this purpose includes income, other than capital
gains, received from the sale or exchange of the 7.50% notes or from a payment
on the 7.50% notes to the extent of unpaid interest accrued while the 7.50%
notes were held by a non-U.S. holder and the amounts so accrued were not
previously subject to United States withholding tax.
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Effectively Connected Income. If a non-U.S. holder is engaged in a trade or
business in the United States and interest on the 7.50% notes is effectively
connected with the conduct of the trade or business, the non-U.S. holder,
although exempt from United States federal withholding tax as discussed in the
preceding paragraph, or by reason of the delivery of a properly completed IRS
Form 4224, will be subject to United States federal income tax on the interest
and on any gain realized on the sale, exchange, or other disposition of a 7.50%
note in the same manner as if it were a U.S. holder. In addition, if the
non-U.S. holder is a foreign corporation, it may be subject to a branch profits
tax equal to 30 percent of its effectively connected earnings and profits for
that taxable year, subject to certain adjustments, unless it qualifies for a
lower rate under an applicable income tax treaty.
Federal Estate Tax. 7.50% notes owned or treated as owned by an individual who
is neither a United States citizen nor a United States resident, as defined for
United States federal estate tax purposes, at the time of death will be excluded
from the individual's gross estate for United States federal estate tax purposes
and will not be subject to United States federal estate tax if the individual
does not own, actually or constructively, 10% or more of the total combined
voting power of all classes of stock of Qwest entitled to vote and, at the time
of the individual's death, payments with respect to the 7.50% notes would not
have been effectively connected to the conduct by the individual of a trade or
business in the United States.
Disposition of the 7.50% Notes. A non-U.S. holder generally will not be subject
to United States federal income tax on any gain realized in connection with the
sale, exchange, or retirement of the 7.50% notes, unless:
o the gain is effectively connected with a trade or business carried on by
the non-U.S. holder within the United States or
o if a tax treaty applies, the gain is generally attributable to the United
States permanent establishment maintained by the non-U.S. holder,
o in the case of a non-U.S. holder who is an individual, the non-U.S. holder
is present in the United States for 183 days or more in the taxable year of
disposition, and certain other conditions are satisfied, or
o the non-U.S. holder is subject to tax under provisions of the Internal
Revenue Code applicable to United States expatriates.
Information Reporting and Backup Withholding Tax. In general, there is no United
States information reporting requirement or backup withholding tax on payments
to non-U.S. holders who provide the appropriate certification described above
regarding qualification for the portfolio interest exemption from United States
federal income tax for payments of interest on the 7.50% notes.
In general, backup withholding and information reporting will not apply to a
payment of the gross proceeds of a sale of the 7.50% notes effected at a foreign
office of a broker. If, however, the broker is, for United States federal
income tax purposes, a United States person, a controlled foreign corporation, a
foreign person 50% or more of whose gross income for certain periods is derived
from activities that are effectively connected with the conduct of a trade or
business in the United States, or, in the case of payments made after December
31, 1999, a foreign partnership with certain connections to the United States,
the payments will not be subject to backup withholding, but will be subject to
information reporting, unless:
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o the broker has documentary evidence in its records that the beneficial
owner is a non-U.S. holder and certain other conditions are met or
o the beneficial owner otherwise establishes an exemption.
Payment by Qwest of principal on the 7.50% notes or payment by a United States
office of a broker of the proceeds of a sale of the 7.50% notes is subject to
both backup withholding and information reporting unless the beneficial owner
provides a completed IRS Form W-8 which certifies under penalties of perjury
that it is a non-U.S. holder who meets all the requirements for exemption from
United States federal income tax on any gain from the sale, exchange, or
retirement of the 7.50% notes. Backup withholding is not an additional tax. Any
amounts withheld under the backup withholding rules will be allowed as a refund
or a credit against the non-U.S. holder's United States federal income tax
liability, provided the required information is furnished to the Internal
Revenue Service.
Recently promulgated Treasury Regulations would modify the procedures to be
followed by non-U.S. Persons and payors of interest and sale proceeds in
complying with the United States federal withholding, backup withholding, and
information reporting rules, and the availability of any exemption. The new
Treasury Regulations are not currently effective, but will generally be
effective for payments made after December 31, 1999. In general, the new
Treasury Regulations do not significantly alter the current substantive
withholding and information requirements, but unify current certification
procedures and forms and clarify reliance standards. The new Treasury
Regulations impose more stringent conditions on the ability of financial
intermediaries acting for non-U.S. holders to provide certifications on behalf
of non-U.S. holders. Each holder of a 7.50% note is strongly urged to consult
its tax advisor regarding the effect of the new Treasury Regulations on the
purchase, ownership, and disposition of the 7.50% notes.
Plan of Distribution
Each broker-dealer that receives new 7.50% notes for its own account in the
exchange offer must acknowledge that it will deliver a prospectus in connection
with any resale of the new 7.50% notes. A broker-dealer may use this prospectus,
as it may be amended or supplemented from time to time, by in connection with
resales of new 7.50% notes received in exchange for old 7.50% notes where the
old 7.50% notes were acquired as a result of market-making activities or other
trading activities. Qwest has agreed that for a period of one year after closing
of the exchange offer, it will make this prospectus, as amended or supplemented,
available to any broker-dealer for use in connection with any the resale.
Qwest will not receive any proceeds from any sale of new 7.50% notes by any
broker-dealer. New 7.50% notes received by broker-dealers for their own account
in the Exchange Offer may be sold from time to time in one or more transactions
in the over-the-counter market, in negotiated transactions, through the writing
of options on the new 7.50% notes or a combination of the methods of resale, at
market prices prevailing at the time of resale, at prices related to the
prevailing market prices or negotiated prices. Any resale may be made directly
to purchasers or to or through brokers or dealers who may receive compensation
in the form of commissions or concessions from the broker-dealer and/or the
purchasers of the new 7.50% notes. Any broker-dealer that resells new 7.50%
notes that were received by it for its own account in the exchange offer and any
broker or dealer that participates in a distribution
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of the new 7.50% notes may be deemed to be an "underwriter" within the meaning
of the Securities Act and any profit on any resale of new 7.50% notes and
any commissions or concessions received by those persons may be deemed to be
underwriting compensation under the Securities Act. The letter of transmittal
states that by acknowledging that it will deliver and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
For a period of one year after closing of the exchange offer, Qwest will
promptly send additional copies of this prospectus and any amendment or
supplement to this prospectus to any broker-dealer that requests the documents
in the letter of transmittal. Qwest has agreed to pay all expenses incident to
Qwest's performance of, or compliance with, the Registration Agreement and all
expenses incident to the exchange offer, including the expenses of one counsel
for the holders of the old 7.50% notes but excluding commissions or concessions
of any brokers or dealers, and will indemnify the holders, including any
broker-dealers, and certain parties related to the holders against certain
liabilities, including liabilities under the Securities Act.
Qwest has not entered into any arrangements or understandings with any
person to distribute the new 7.50% notes to be received in the exchange offer.
Legal Matters
Holme Roberts & Owen LLP, Denver, Colorado, is passing on the validity of the
new 7.50% notes and certain United States federal income tax matters in
connection with the new 7.50% notes
Experts
The consolidated financial statements and schedule of Qwest Communications
International Inc. and subsidiaries as of December 31, 1998 and 1997 and for
each of the years in the three-year period ended December 31, 1998 have been
incorporated in this prospectus and in the Registration Statement by reference
in reliance on the report pertaining to the consolidated financial statements,
dated February 2, 1999, and the report dated February 2, 1999 pertaining to the
related financial statement schedule, of KPMG LLP, independent certified public
accountants, incorporated in this prospectus and in the Registration Statement
by reference, and on the authority of that 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 incorporated by reference herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said reports.
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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 have been audited by Grant Thornton LLP, independent certified
public accountants.
The consolidated financial statements of Icon CMT Corp. as of December 31, 1996
and 1997 and for each of the three years in the period ended December 31, 1997,
have been incorporated in this prospectus by reference to the Registration
Statement (No. 333-65095) on Form S-4 of Qwest Communications International Inc.
dated September 30, 1998, as amended by Amendment No. 1 to the S-4 dated
December 10, 1998. Such financial statements, except as they relate to Frontier
Media Group, Inc. as of December 31, 1996 and 1997 and for each of the two years
in the period ended December 31, 1997, have been audited by
PricewaterhouseCoopers LLP, independent accountants, and insofar as they relate
to Frontier Media Group, Inc. as of December 31, 1996 and 1997 and for each of
the two years in the period ended December 31, 1997, by Ernst & Young LLP,
independent accountants.
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Where You Can Find More Information
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any reports, statements and
other information we file at the SEC's public reference rooms in
Washington, D.C., New York, New York, and Chicago, Illinois. Please call
1-800-SEC-0330 for further information on the public reference rooms. Our
filings are also available to the public from commercial document retrieval
services and at the web site maintained by the SEC at http://www.sec.gov.
We have filed a Registration Statement on Form S-4 to register with the
SEC the new 7.50% notes to be issued in exchange for the old 7.50% notes.
This prospectus is part of that Registration Statement. As allowed by the
SEC's rules, this prospectus does not contain all of the information you
can find in the Registration Statement or the exhibits to the Registration
Statement.
We have not authorized anyone to give you any information or to make any
representations about the transactions we discuss in this prospectus other than
those contained in this prospectus or in the documents we incorporate in this
prospectus by reference. if you are given any information or representations
about these matters that is not discussed or incorporated in this prospectus,
you must not rely on that information. This prospectus is not an offer to sell
or a solicitation of an offer to buy securities anywhere or to anyone where or
to whom we are not permitted to offer or sell securities under applicable law.
The delivery of this prospectus does not, under any circumstances, mean that
there has not been a change in our affairs since the date of this prospectus. It
also does not mean that the information in this prospectus or in the documents
we incorporate in this prospectus by reference is correct after this date.
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Incorporation of Certain Documents by Reference
The SEC allows us to "incorporate by reference" information into this
prospectus. This means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The
information incorporated by reference is considered to be part of this
prospectus, except for any information that is superseded by information that is
included directly in this document.
This prospectus includes by reference the documents listed below that we have
previously filed with the SEC and that are not included in or delivered
with this document. They contain important information about our company and its
financial condition.
FILING PERIOD
- --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Annual Report on Form 10-K Year ended December 31, 1998
Amendment No.1 to Registration Statement
on Form S-4 (File No. 333-65095)
filed December 10, 1998;
The description of our common stock set
forth in the Form 8-A filed by us on May
28, 1997, including any amendment or
report filed with the SEC for purposes
of updating the description.
We incorporate by reference additional documents that we may file with the
SEC between the date of this prospectus and the date of the closing of
this offering. These documents include periodic reports, such as Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as
well as proxy statements.
You can obtain any of the documents incorporated by reference in this document
without charge, excluding any exhibits to those documents unless the exhibit is
specifically incorporated by reference as an exhibit to this prospectus. You can
obtain documents incorporated by reference in this prospectus by requesting them
in writing or by telephone from the appropriate company at the following
address:
Investor Relations
Qwest Communications International Inc.
700 Qwest Tower
555 Seventeenth Street
Denver, Colorado 80202
Telephone number 800-567-7296.
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Qwest Communications International Inc.
Offer to Exchange
7.50% Series B Senior Discount Notes Due 2008 for any and all of its
outstanding 7.50% Senior Discount Notes Due 2008
[Logo]
The exchange offer will expire at 5:00 p.m., New York City time, on ___day,
__________ __, 1999, unless we extend it; provided we may not extend the
exchange offer beyond _________ __, 1999.
Prospectus
Dated March __, 1999
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. 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 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 expenses which such officer or director actually and reasonably
incurred.
In accordance with Section 102(b)(7) of the DGCL, Qwest's 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
DGLC (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 Certificate of Incorporation and the By-laws of Qwest provide for
indemnification of Qwest's officers and directors to the fullest extent
permitted by applicable law, except that the By-laws 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 Certificate of Incorporation and
the By-laws of Qwest, Qwest maintains directors' and officers'
liability insurance coverage.
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ITEM 21. EXHIBITS AND FINANCIAL DATA SCHEDULES.
(a) The following is a complete list of Exhibits filed as part of this
Registration Statement, which are incorporated herein:
EXHIBIT NO.
1.1++ Purchase Agreement dated October 28, 1998, between Qwest and
Salomon Smith Barney Inc.
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******
Amended and Restated Bylaws of Qwest.
4.1(a)*** Indenture dated as of October 15, 1997 with Bankers Trust Company.
4.1(b)****Indenture dated as of August 28, 1997 with Bankers Trust Company.
4.1(c)****Indenture dated as of January 29, 1998 with Bankers Trust Company.
4.1(d)++ Indenture dated as of November 27, 1998 with Bankers Trust Company.
4.1(e)++ Indenture dated as of November 4, 1998 with Bankers Trust Company.
4.2(a)++ Registration Agreement dated November 4, 1998 with Salomon Brothers
Inc. relating to Qwest's 7.50% Senior Discount Notes Due 2008.
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4.2(b)++ Registration Agreement dated November 27, 1998 with Salomon Brothers
Inc. relating to Qwest's 7.25% Senior Discount Notes Due 2008.
4.3 Indenture dated as of June 23, 1997 between LCI International, Inc.,
and First Trust National Association, as trustee, Providing for the
Issuance of Senior Debt Securities, including Resolutions of the
Pricing Committee of the Board of Directors establishing the terms of
the 7.25% Senior Notes due June 15, 2007 (incorporated by reference
to exhibit 4(c) in LCI's Current Report on Form 8-K dated June 23,
1997).
4.4 Registration Rights Agreement dated December 14, 1998 with Microsoft
Corporation (incorporated by reference to Qwest's Current Report on
Form 8-K filed Decenber 16, 1998).
5.1++ Opinion of Holme Roberts & Owen LLP with respect to the legality of
the securities being registered.
8.1++ Opinion of Holme Roberts & Owen LLP with respect to certain tax
matters.
10.1** Growth Share Plan, as amended, effective October 1, 1996.*
10.2** Equity Incentive Plan.*
10.3 Qwest Communications International Inc. Employee Stock Purchase Plan
(incorporated by reference to Qwest's Preliminary Proxy Statement for
the Annual Meeting of Stockholders, filed February 26, 1999)*.
10.4******
Deferred Compensation Plan.*
10.5**** Equity Compensation Plan for Non-Employee Directors.*
10.6******
Qwest Communications International Inc. 401-K Plan.*
10.7** Employment Agreement dated December 21, 1996 with Joseph P. Nacchio.*
10.8**** Growth Share Plan Agreement with Joseph P. Nacchio, effective January
1, 1997, and Amendment thereto.*
10.9**** Non-Qualified Stock Option Agreement with Joseph P. Nacchio,
effective June 1997.*
10.11** Promissory Note dated November 20, 1996 and Severance Agreement
dated December 1, 1996 with Robert S. Woodruff.*
10.12**** Employment Agreement dated March 7, 1997 with Stephen M. Jacobsen.*
10.13**** Employment Agreement dated September 19, 1997 with Larry Seese.*
10.14******
Employment Agreement dated September 24, 1997 with Marc B. Weisberg.*
10.15**** Employment Agreement dated October 8, 1997 with Lewis O. Wilks.*
10.16**+ IRU Agreement dated as of October 18, 1996 with Frontier
Communications International Inc.
10.17**+ IRU Agreement dated as of February 26, 1996 with WorldCom Network
Services, Inc.
10.18**+ IRU Agreement dated as of May 2, 1997 with GTE.
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10.19 LCI International, Inc. 1992 Stock Option Plan (incorporated by
reference to LCI's Registration Statement No. 33-60558).*
10.20 LiTel Communications, Inc. 1993 Stock Option Plan (incorporated by
reference to LCI's Registration Statement No. 33-60558).*
10.21 LCI International, Inc. 1994/1995 Stock Option Plan (incorporated by
reference to LCI's Annual Report on Form 10-K for the year ended
December 31, 1993).*
10.22 LCI International, Inc. 1995/1996 Stock Option (incorporated by
reference to LCI's Proxy Statement for the 1995 Annual Meeting of
Shareowners).*
10.23 LCI International Management Services, Inc. Supplemental Executive
Retirement Plan (incorporated by reference to LCI's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1995).*
10.24 1997/1998 LCI International, Inc. Stock Option Plan (incorporated by
reference to LCI's Annual Report on Form 10-K for the year ended
December 31, 1996).*
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10.25(a) 1995 Stock Option Plan of Icon CMT Corp. (incorporated by reference
to Icon CMT Corp.'s Annual Report on Form 10-K for the year ended
December 31, 1996).*
10.25(b)******
Amendment to Amended and Restated 1995 Stock Option Plan of Icon CMT
Corp.*
10.26******
U.S. Long Distance Corp. 1990 Employee Stock Option Plan.*
10.27+ Contractor Agreement dated January 18, 1993 by and between LCI
International Telecom Corp. and American Communications Network, Inc.
(incorporated by reference to LCI's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1995).
10.28 Participation Agreement dated as of November 1996 among LCI
International, Inc., as the Construction Agent and as the Lessee,
First Security Bank, National Association, as the Owner Trustee under
the Stuart Park Trust the various banks and lending institutions which
are parties thereto from time to time as the Holders, the various
banks and lending institutions which are parties thereto from time to
time as the Lenders and NationsBank of Texas, N.A., as the Agent for
the Lenders (incorporated by reference to LCI's Annual Report on Form
10-K for the year ended December 31, 1996).
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10.29 Agency Agreement between LCI International, Inc., as the Construction
Agent and First Security Bank, National Association, as the Owner
Trustee under the Stuart Park Trust as the Lessor dated as of November
15, 1996 (incorporated by reference to LCI's Annual Report on Form
10-K for the year ended December 31, 1996).
10.30 Deed of Lease Agreement dated as of November 15, 1996 between First
Security Bank, National Association as the Owner Trustee under the
Stuart Park Trust, as Lessor and LCI International, Inc. as Lessee
(incorporated by reference to LCI's Annual Report on Form 10-K for
the year ended December 31, 1996).
12.1++ Statement re Computation of Ratios.
21.1++ Subsidiaries of the Registrant (incorporated by reference to Form S-4
(File No. 333-65095).
23.1 Consent of KPMG LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Grant Thornton LLP.
23.4 Consent of PricewaterhouseCoopers LLP.
23.5 Consent of Ernst & Young LLP.
23.6 Consent of Holme Roberts & Owen LLP (contained in Exhibit 5.1).
24.1++ Power of Attorney.
25.1++ Form T-1, Statement of Eligibility of Bankers Trust Company.
- ---------
* Indicates executive contracts, compensation plans and arrangements.
** Incorporated by reference to Form S-1 as declared effective on June 23,
1997 (File No. 333-25391).
*** Incorporated by reference to Form S-4 as declared effective on January 5,
1998 (File No. 333-42847).
**** Incorporated by reference to Qwest's Form 10-K for the year ended December
31, 1997 (File No. 000- 22609).
*****Incorporated by reference to Form S-3 (File No. 333-58617) filed July 7,
1998).
******Incorporated by reference to Qwest's Form 10-K for the year ended December
31, 1998 (File No. 000- 22609).
+ Portions have been omitted pursuant to a request for confidential
treatment.
++ Previously filed with this registration statement.
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(b) Financial Statement 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 on Form S-4 (File No. 333-65095):
Schedule Number
II-A Qwest Communications International Inc.
Valuation and Qualifying Accounts
II-B LCI International Inc.
Valuation and Qualifying Accounts
II-C Icon CMT Corp.
Valuation and Qualifying Accounts
ITEM 22. UNDERTAKINGS.
(a) The undersigned hereby undertakes:
(1) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c) under the Securities Act of 1933, as amended (the
"Securities Act"), the issuer undertakes that such reoffering prospectus will
contain the information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters, in addition to
the information called for by the other Items of the applicable form.
(2) That every prospectus (i) that is filed pursuant to paragraph (1)
immediately preceding, or (ii) that purports to meet the requirements of section
10(a)(3) of the Securities Act and is used in connection with an offering of
securities subject to Rule 415 under the Securities Act, will be filed as a part
of an amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act, each such post-effective amendment 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.
(b) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceedings) is
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asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
(c) The undersigned hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
(d) The undersigned hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
(e) The undersigned hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 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.
(f) The undersigned hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of Prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate
101
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offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(4) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of a
registration statement in reliance upon Rule 430A and contained in the form of
prospectus filed by Qwest pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed part of the registration statement as
of the time it was declared effective.
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SIGNATURES
PURSUANT TO 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 MARCH 22, 1999.
Qwest Communications International Inc.
By: /s/ROBERT S. WOODRUFF
----------------------
NAME: ROBERT S. WOODRUFF
TITLE: Executive Vice President--Finance
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.
SIGNATURE CAPACITY DATE
Chairman of the
* Board MARCH 22,
- ---------------------------------- 1999
PHILIP F. ANSCHUTZ
Director, Chairman
- ---------------------------------- and Chief Executive MARCH __,
JOSEPH P. NACCHIO Officer (Principal 1999
Executive Officer)
Director and
Executive Vice MARCH 22,
/s/ROBERT S. WOODRUFF President--Finance 1999
- ---------------------------------- and Chief Financial
ROBERT S. WOODRUFF Officer (Principal
Financial Officer
and Principal
Accounting Officer)
* Director MARCH 22,
- ----------------------------------- 1999
CANNON Y. HARVEY
* Director MARCH 22,
- ---------------------------------- 1999
JORDAN L. HAINES
* Director MARCH 22,
- ---------------------------------- 1999
DOUGLAS M. KARP
- ---------------------------------- Director MARCH 22,
VINOD KHOSLA 1999
Director
- ---------------------------------- MARCH 22,
RICHARD T. LIEBHABER 1999
* Director MARCH 22,
- ---------------------------------- 1999
DOUGLAS L. POLSON
Director
* MARCH 22,
- ---------------------------------- 1999
CRAIG D. SLATER
* Director MARCH 22,
- ---------------------------------- 1999
W. THOMAS STEPHENS
* By _____________________________
ROBERT S. WOODRUFF,
attorney in fact
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Qwest Communications International Inc.:
We consent to the incorporation by reference in the Registration Statement (No.
333-71603) of Qwest Communications International Inc. of our report, dated
February 2, 1999, relating to the consolidated balance sheets of Qwest
Communications International Inc. and subsidiaries as of December 31, 1998 and
1997, 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, 1998, and our report, dated February 2, 1999, pertaining to the
related consolidated financial statement schedule, which reports appear in the
December 31, 1998 annual report on Form 10-K of Qwest Communications
International Inc., and to the reference to our firm under the heading "Experts"
in the Registration Statement.
KPMG LLP
Denver, Colorado
March 19, 1999
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 Statement File No. 333-65095 and to all
references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Columbus, Ohio
March 19, 1999
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
March 19, 1999
Exhibit 23.4
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-4 of Qwest
Communications International Inc. ("Qwest") of our report dated March 6, 1998,
except as to the acquisition and restatement described in Note 2, which is as of
September 30, 1998, relating to the consolidated financial statements of Icon
CMT Corp., which is included in Qwest's Registration Statement
on Form S-4 (No. 333-65095) dated December 10, 1998 (the "Form S-4").
We also consent to the application of such report to the Financial Statement
Schedule of Icon CMT Corp. for the three years ended December 31, 1997 under
item 21(b) of the Form S-4 when such schedule is read in conjunction with the
consolidated financial statements referred to in our report. The audits referred
to in such report also included this schedule. We also consent to the reference
to us under the heading "Experts" in the Form S-4.
PricewaterhouseCoopers LLP
Stamford, Connecticut
March 19, 1999
Exhibit 23.5
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in Amendment
No. 2 to the Registration Statement (Form S-4 No. 71603) of Qwest Communications
International Inc. and to the incorporation by reference therein of our report
dated February 14, 1998, with respect to the financial statements of Frontier
Media Group, Inc. included in Amendment No. 1 to the Registration Statement of
Qwest Communications International, Inc. (Form S-4 No. 333-65095) dated December
10, 1998, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Philadelphia, Pennsylvania
March 19, 1999
