QWEST COMMUNICATIONS INTERNATIONAL INC
8-K, EX-99.1, 2000-07-03
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[QWEST LOGO]

FOR IMMEDIATE RELEASE

          QWEST COMMUNICATIONS COMPLETES MERGER WITH U S WEST, CREATING
            $85 BILLION BROADBAND INTERNET COMMUNICATIONS COMPETITOR

             NEW BOARD OF DIRECTORS NAMED; COMPANY ADDED TO S&P 500

DENVER, JUNE 30, 2000 -- Qwest Communications International Inc. (NYSE: Q), the
broadband Internet communications company, today completed its merger with U S
WEST, Inc. The companies closed the transaction in 49 weeks, faster than any
other large merger in the communications industry. Government officials at the
federal and state levels gave fast-track approval to the merger, which is the
first combination of old and new economy communications companies.

The new Qwest will have an $85 billion market capitalization; expected pro forma
year 2000 revenue of $18.5 billion and pro forma year 2000 earnings before
interest, taxes, depreciation and amortization (EBITDA) of $7.4 billion. The
merger produces a company featuring Qwest's broadband Internet data, video and
voice communications capabilities with digital subscriber line (DSL), wireless
services and local communications services in 14 states.

"During the past three years Qwest has become one of the fastest growing
Internet communications companies in the world, solidifying Qwest's position as
the third-largest carrier of Internet traffic. The new Qwest will have the
scale, scope and growth characteristics to deliver more value for shareowners
and to continue to lead the industry in the delivery of innovative applications
and services," said Joseph P. Nacchio, who will continue to be Qwest's chairman
and CEO.

The new Qwest Board of Directors includes current Qwest board members Philip F.
Anschutz, Joseph P. Nacchio, Jordan L. Haines, Cannon Y. Harvey, Vinod Khosla,
Craig D. Slater, and W. Thomas Stephens. In addition, U S WEST appointed Linda
G. Alvarado, Craig R. Barrett, Hank Brown, George J. Harad, Peter S. Hellman,
Marilyn C. Nelson, and Frank Popoff.

Each U S WEST share will be exchanged for 1.72932 shares of Qwest common stock.
Qwest will issue approximately 882 million shares in exchange for U S WEST
shares currently outstanding, or approximately 53 percent of the combined
company's shares.

The all-stock transaction will be accounted for as a purchase and is tax-free to
U S WEST shareowners to the extent of the Qwest stock delivered in the
transaction. For accounting purposes only, U S WEST will be deemed the acquirer
and its assets and liabilities will be brought forward at net book value.

Nacchio added, "Our new company will improve communication with elected and
appointed state and federal officials, be faster in responding to customer
service concerns, be stronger

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in the competitive marketplace, and continue to develop cutting-edge, high-tech
solutions for our customers."

The new Qwest is expected to have a compounded average annual revenue growth
rate of approximately 15-17 percent, and a compounded average annual EBITDA
growth rate of approximately 20 percent, for the period 2000 through 2005.
Revenue synergies of $12 billion over a five-and one-half year period are
expected from the merger. Cost savings are estimated to be $4.4 billion over the
same five-and one-half year period.

Qwest will be added to the Standard and Poor's 500 list (S&P 500), replacing U S
WEST. Widely recognized around the world as the standard for measuring large-cap
U.S. stock market performance, the S&P 500 includes a representative sample of
leading companies in major U.S. industries. The move to the S&P 500 further
reflects Qwest's leadership position in the broadband Internet communications
marketplace and will help raise awareness with new investors and customers.

Announced on July 18, 1999, the merger was approved by shareholders of both
companies on November 2, 1999. All federal and state regulatory approvals were
received prior to June 30, 2000. The combined company will have 71,000
employees. Its headquarters will be at 1801 California Street in downtown
Denver.

ABOUT QWEST
Qwest Communications International Inc. (NYSE: Q) is a leader in reliable,
scalable and secure broadband Internet-based data, voice and image
communications for businesses and consumers. The Qwest Macro
Capacity-Registered Trademark- Fiber Network, designed with the newest
optical networking equipment for speed and efficiency, spans more than
104,000 miles globally. For more information, please visit the Qwest web site
at www.qwest.com.

MEDIA AND INVESTOR CONTACTS:
QWEST MEDIA:
------------
Matt Barkett                            Tyler Gronbach
(303) 992-2085                          (303) 992-2155
[email protected]                  [email protected]

QWEST INVESTORS:
----------------
Lee Wolfe
800-567-7296
[email protected]

This release may contain forward-looking statements that involve risks and
uncertainties. These statements may differ materially from actual future events
or results. Readers are referred to the documents filed by Qwest with the SEC,
specifically the most recent reports which identify important risk factors that
could cause actual results to differ from those contained in the forward-looking
statements, including potential fluctuations in quarterly results, dependence on
new product development, rapid technological and market change, failure to
maintain rights of way, financial risk management and future growth subject to
risks, adverse changes in the regulatory or legislative environment. This
release may include analysts' estimates and other information prepared by third
parties, for which Qwest assumes no responsibility. Qwest undertakes no
obligation to review or confirm analysts' expectations or estimates or to
release publicly any revisions to any forward-looking statements to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.

The Qwest logo is a registered trademark of, and CyberCenter is a service mark
of, Qwest Communications International Inc. in the U.S. and certain other
countries.

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                                MERGER FACT SHEET

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<S>                                                  <C>
Headquarters:                                        1801 California Street, Denver, CO 80202

Combined expected 2000 pro-forma revenue             $18.5 billion

Combined expected 2000 pro-forma EBITDA              $7.4 billion

Market Capitalization                                $85 billion (based on 6/30/00 closing price)

Customers                                            29 million

Employees                                            71,000

Global fiber optic route miles                       104,165

World wide presence                                  14 Countries

CyberCenters (Data Centers)                          7 currently, more than 40 by 2003

Sales offices                                        151

Sales representatives                                6,500

Transfer and Exchange Agent                          Bank of New York
                                                     Shareholder Relations Department-11E
                                                     P.O. Box 11258 Church Street Station
                                                     New York, NY  10286
                                                     1-877-268-2263
</TABLE>



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