SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
PHOENIX NETWORK, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.001 par value
-------------------------------------------
(Title of Class of Securities)
718910102
------------------
(CUSIP Number)
Robert S. Woodruff Drake S. Tempest, Esq.
Qwest Communications O'Melveny & Myers LLP
International Inc. Citicorp Center
555 Seventeenth Street, Suite 1000 153 East 53rd Street, 54th Floor
Denver, Colorado 80202 New York, New York 10022-4611
(303) 291-1400 (212) 326-2000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 29, 1998
------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
[ ].
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* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("ACT") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, SEE
the NOTES).
CUSIP Number 718910102
---------
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
Page 1 of 12 Pages
<PAGE>
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Qwest Communications International Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES ----------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 7,377,139
EACH REPORT- ----------------------------------
ING PERSON 9 SOLE DISPOSITIVE POWER
WITH ----------------------------------
10 SHARED DISPOSITIVE POWER
----------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,377,139
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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Page 2 of 12 Pages
<PAGE>
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Qwest 1997-5 Acquisition Corp.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES ----------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 7,377,139
EACH REPORT- ----------------------------------
ING PERSON 9 SOLE DISPOSITIVE POWER
WITH ----------------------------------
10 SHARED DISPOSITIVE POWER
----------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,377,139
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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Page 3 of 12 Pages
<PAGE>
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anschutz Company
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES ----------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 7,377,139
EACH REPORT- ----------------------------------
ING PERSON 9 SOLE DISPOSITIVE POWER
WITH ----------------------------------
10 SHARED DISPOSITIVE POWER
----------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,377,139
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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Page 4 of 12 Pages
<PAGE>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anschutz Family Investment Company LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES ----------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 7,377,139
EACH REPORT- ----------------------------------
ING PERSON 9 SOLE DISPOSITIVE POWER
WITH ----------------------------------
10 SHARED DISPOSITIVE POWER
----------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,377,139
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------------------------------
Page 5 of 12 Pages
<PAGE>
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Philip F. Anschutz
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES ----------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 7,377,139
EACH REPORT- ----------------------------------
ING PERSON 9 SOLE DISPOSITIVE POWER
WITH ----------------------------------
10 SHARED DISPOSITIVE POWER
----------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,377,139
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
Page 6 of 12 Pages
<PAGE>
This Amendment No. 1 to the Schedule 13D filed on January 12, 1998 on
behalf of Qwest Communications International Inc., a Delaware corporation
("QWEST"), Qwest 1997-5 Acquisition Corp., a Delaware corporation ("QWEST
SUBSIDIARY"), Anschutz Company, a Delaware corporation ("ANSCO"), Anschutz
Family Investment Company LLC, a Colorado limited liability company ("ANSLLC"),
and Philip F. Anschutz ("ANSCHUTZ"), which relates to the shares of Company
Common Stock (as defined below), amends Items 4, 5, 6 and 7 of the Schedule D.
Unless otherwise indicated, all capitalized terms used not defined herein have
the same meanings as set forth in the Schedule 13D.
ITEM 3. PURPOSE OF TRANSACTION
The information previously furnished in response to this item is
amended to read as follows:
On January 6, 1998, Phoenix Network, Inc., a Delaware corporation (the
"COMPANY"), Qwest and Qwest Subsidiary entered into a definitive Agreement and
Plan of Merger dated as of December 31, 1997. On January 29, 1998, the Company,
Qwest and Qwest Subsidiary amended and restated such Agreement and Plan of
Merger in its entirety pursuant to the Amended and Restated Agreement and Plan
of Merger dated as of December 31, 1997 (the "MERGER AGREEMENT"), in order to
(i) delete certain references to the shares of Series I Convertible Preferred
Stock, par value $.001 per share, of the Company, all of which had been
converted into shares of common stock, par value $.001 per share, of the Company
("COMPANY COMMON STOCK"), pursuant to their terms, and certain requirements
relating thereto, (ii) reflect the two-for-one stock split announced on January
20, 1998 by Qwest's Board of Directors, payable on February 24, 1998 as a
dividend to the holders of record of shares of common stock, par value $.01 per
share, of Qwest ("QWEST COMMON STOCK"), on February 2, 1998 (the "QWEST STOCK
SPLIT") and (iii) clarify the terms of the Merger Consideration (as defined
below). The Merger Agreement provides for a merger (the "MERGER") of Qwest
Subsidiary with and into the Company with the Company being the surviving
corporation (the "SURVIVING CORPORATION"). The Merger will result in the Company
becoming a wholly-owned subsidiary of Qwest at the time that the Merger becomes
effective under applicable laws (the "EFFECTIVE TIME"). The Company and Qwest
intend that the Merger qualify for federal income tax purposes as a
reorganization within the meaning of Section 368(a) of the Internal Revenue Code
of 1986, as amended (the "CODE").
A copy of the Merger Agreement has been filed with the Securities and
Exchange Commission (the "COMMISSION") by the Company as Exhibit 99.1 to the
Current Report on Form 8-K
Page 7 of 12 Pages
<PAGE>
of the Company dated February 9, 1998. The Merger Agreement is hereby
incorporated herein by reference as Exhibit 1. The description of the Merger
Agreement is qualified by reference to the Merger Agreement incorporated herein
by reference. All references to Qwest Common Stock, unless otherwise indicated,
shall be deemed to refer to Qwest Common Stock after giving effect to the Qwest
Stock Split.
The Merger Agreement provides for the merger of Qwest Subsidiary with
and into the Company, pursuant to which all outstanding shares of Company Common
Stock will be acquired for (i) that number of shares of Qwest Common Stock
having an aggregate market value equal to $28.5 million, subject to certain
adjustments and limitations described below, which is referred to as the "STOCK
CONSIDERATION," and (ii) certain cash consideration, if any, payable promptly
following the Contingent Cash Consideration Date (as defined below) in an
aggregate maximum amount of $4.0 million in cash, contingent upon the outcome of
certain litigation described below, plus interest at the rate of 7.0% per annum,
compounded annually, from the date of the closing of the Merger (the "CLOSING
DATE") to, but excluding, the Contingent Cash Consideration Date, which is
referred to as the "CONTINGENT CASH CONSIDERATION." The Stock Consideration and
the Contingent Cash Consideration are collectively referred to below as the
"MERGER CONSIDERATION." The Merger Consideration will be paid to persons who are
the record holders of Company Common Stock immediately prior to be Effective
Time of the Merger.
STOCK CONSIDERATION. The Stock Consideration to be issued by Qwest in
the Merger will be determined by dividing (i) the quotient obtained by dividing
the Acquisition Value (as defined below) by the Effective Time Adjusted Average
Market Price (as defined below) by (ii) the Aggregate Number (as defined below).
CONTINGENT CASH CONSIDERATION. The Contingent Cash Consideration, if
any, to be paid by Qwest in cash promptly following the Contingent Cash
Consideration Date will be determined by dividing (i) the sum of (1)(A)
$4,000,000 minus (B) the LDDS Liability (as defined below) plus (C) any amounts
recovered by any of Qwest and its subsidiaries on or before the Contingent Cash
Consideration Date under the Van Essen Indemnification and Hold Harmless
Agreement (as defined in the Merger Agreement) (net of all out-of-pocket costs,
fees and expenses, including, without limitation, the fees and disbursements of
counsel and the expenses of litigation, incurred in collecting such amounts, in
each case to the extent not reimbursed pursuant to the Van Essen Indemnification
and Hold Harmless Agreement) plus (2) interest on the amount determined in
accordance with the
Page 8 of 12 Pages
<PAGE>
preceding clause (1) at a rate of 7% per annum, compounded annually, from the
Closing Date to, but excluding, the Contingent Cash Consideration Date by (ii)
the Aggregate Number; provided that, if there has not occurred a settlement or
other final, nonappealable resolution of the litigation styled LDDS/WorldCom,
Inc. and Dial-Net, Inc. v. Automated Communication, Inc. and Judy Van Essen
Kenyon, C.A. No. 3:93- CV-463 (WS) (U.S.D.C. S.D. Miss) (the "LDDS LITIGATION"),
on or prior to the Contingent Cash Consideration Date, the Contingent Cash
Consideration shall be an amount equal to zero dollars ($0).
DEFINITIONS. For the purposes of the Merger Agreement, the following
terms have the meanings assigned to them below:
"ACQUISITION VALUE" means the amount by which (1) $28,500,000 exceeds
(2) the sum of the aggregate amount paid and payable by the Company as
of the Effective Date pursuant to (A) paragraph A.14.1 of Attachment A
to the Resale Solutions Switched Services Agreement dated December 1996
between the Company and Sprint Communications Company L.P. with respect
to the difference between the Company's Actual Net Usage (as defined
therein) and $12,000,000 during months 1-12 of the term of such
agreement and (B) Section 3 of the Carrier Agreement between the
Company and MCI Telecommunications Corporation with respect to the
difference between the Company's Usage Charges (as defined therein) and
its Annual Commitment (as defined therein) during the term of such
agreement.
"AGGREGATE NUMBER" means the sum of (a) the number of shares of Company
Common Stock outstanding immediately prior to the Effective Time and
(b) the number of shares of Company Common Stock that would be issued
if all warrants that are not cancelled or otherwise terminated in
accordance with Section 7.1(j) of the Merger Agreement were exercised
in accordance with their terms immediately prior to the Effective Time.
Section 7.1(j) of the Merger Agreement provides that all options,
warrants and other rights to acquire capital stock of the Company that
are not exercised as of the Effective Time will be cancelled or
otherwise terminated, except that warrants to purchase up to 378,333
shares of Company Common Stock in the aggregate may remain outstanding
at the Effective Time if (a) the Company shall have used commercially
reasonable efforts to cause the cancellation or other termination of
such warrants and (b) only shares of Qwest Common Stock (and no equity
securities of the Surviving Corporation or any other person) shall be
issuable upon exercise of such warrants after the Effective Time.
Page 9 of 12 Pages
<PAGE>
"AVERAGE MARKET PRICE" per share of any class of stock on any date
means the average of the daily closing prices of the shares of such
stock for the fifteen (15) consecutive trading days commencing twenty
(20) trading days before such date.
"CONTINGENT CASH CONSIDERATION DATE" means the date that is the earlier
of (1) the third anniversary of the Closing Date and (2) the date as of
which Qwest shall have determined, in the exercise of its reasonable
judgment and after having exercised commercially reasonable efforts to
obtain recovery under the Van Essen Indemnification and Hold Harmless
Agreement, that it is not reasonably likely in the circumstances that
Qwest and its subsidiaries shall recover substantial additional amounts
under such agreement on or before the third anniversary of the Closing
Date (net of all out-of-pocket costs, fees and expenses, including,
without limitation, the fees and disbursements of counsel and the
expenses of litigation, incurred in connection with collecting such
amounts, in each case to the extent not reimbursed or likely to be
reimbursed pursuant to the Van Essen Indemnification and Hold Harmless
Agreement on or before the third anniversary of the Closing Date);
provided that in no event shall any of Qwest and its subsidiaries be
required to exercise more than commercially reasonable efforts with
respect to such recovery.
"EFFECTIVE TIME ADJUSTED AVERAGE MARKET PRICE" means (i) the Average
Market Price per share of Qwest Common Stock at the Effective Time if
such Average Market Price is equal to or greater than $26.25 and equal
to or less than $33.75, (ii) $26.25 if the Average Market Price per
share of Qwest Common Stock at the Effective Time is equal to or
greater than $23.75 and less than $26.25, (iii) $33.75 if the Average
Market Price per share of Qwest Common Stock at the Effective Time is
equal to or less than $36.25 and greater than $33.75, (iv) $26.25 less
fifty percent (50%) of the amount by which the Average Market Price per
share of Qwest Common Stock at the Effective Time is less than $23.75
if such Average Market Price is less than $23.75, or (v) the sum of (x)
$33.75 and (y) fifty percent (50%) of the amount by which the Average
Market Price per share of Qwest Common Stock at the Effective Time is
greater than $36.25 if such Average Market Price is greater than
$36.25.
"LDDS LIABILITY" means the aggregate amount of any Loss (as defined in
the Merger Agreement) of any of Qwest and its subsidiaries, (including,
without limitation, any of the Company, the Surviving Corporation,
Automated
Page 10 of 12 Pages
<PAGE>
Communication, Inc., a Delaware corporation and a wholly-owned
subsidiary of the Company, and their subsidiaries) in connection with,
arising from or related to (1) the LDDS Litigation or (2) any other
Action (as defined in the Merger Agreement) based, in whole or in part,
upon facts involved in the LDDS Litigation, in each case, including,
without limitation, any damages, or any fees, expenses or other
disbursements of counsel.
Contemporaneously with the execution of the Merger Agreement, Qwest
entered into voting agreements and proxies (each such agreement and proxy, a
"VOTING AGREEMENT") with twenty principal stockholders of the Company
beneficially owning 7,377,139 shares of the Company Common Stock in the
aggregate, which shares constitute approximately 20.5% of all outstanding shares
of the Company Common Stock on January 16, 1998. Each such Voting Agreement
provides for, among other things, (a) the agreement of such principal
stockholder to cause all shares of the Company Common Stock beneficially owned
by such principal stockholder as of the date of the Merger Agreement to be
counted for purposes of determining the existence of a quorum at the Company
Stockholders Meeting, to cause all such shares to be voted against any action or
agreement that would result in a breach of the Merger Agreement, impede or delay
the conclusion of the Transactions (as defined in the Merger Agreement) or
materially reduce the benefits of the Transactions to Qwest or Qwest Subsidiary
and to cause all such shares to be voted to approve the Merger Agreement and the
Merger and against any Business Combination Transaction (as defined in the
Merger Agreement) other than the Transactions and (b) grant to Qwest and Qwest
Subsidiary of an irrevocable proxy in connection therewith. Each such principal
stockholder has agreed in its Voting Agreement not to transfer any shares of the
Company Common Stock subject to the Voting Agreement. Each Voting Agreement will
terminate the day following the termination date under the Merger Agreement;
provided that Qwest may by written notice delivered from time to time terminate
all or any of its rights under any such Voting Agreement and the proxy granted
pursuant thereto. The form of the Voting Agreements is attached as Exhibit A to
the Merger Agreement and is incorporated by reference herein. The foregoing
description of the Voting Agreements is qualified by reference to Exhibit A to
the Merger Agreement incorporated herein by reference.
Page 11 of 12 Pages
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The information previously furnished in response to this item is
amended to read as follows:
The Reporting Persons may be deemed to share the power, pursuant to the
Voting Agreements, to vote 7,377,139 shares of Company Common Stock in the
aggregate, which shares constitute approximately 20.5% of all outstanding shares
of Company Common Stock as of January 16, 1998.
Qwest intends to acquire control over the Company pursuant to the
Merger Agreement and the Voting Agreements. If the Merger is effected, Qwest
will acquire all the outstanding shares of capital stock of the Company.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF ISSUER
Reference is made to Item 4 of this Amendment No. 1 and the exhibits
incorporated herein by reference for a description of the Merger Agreement the
Voting Agreements.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 3 Amended and Restated Agreement and Plan of Merger dated as
of December 31, 1997 among Phoenix Network, Inc., Qwest
Communications International Inc. and Qwest 1997-5
Acquisition Corp.(1)
- --------
(1) Filed as Exhibit 99.1 to the Current Report on Form 8-K of Phoenix
Network, Inc. dated February 9, 1998 and filed with the Commission on February
9, 1998, and incorporated herein by reference.
Page 12 of 12 Pages
<PAGE>
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 9, 1998
Date
QWEST COMMUNICATIONS INTERNATIONAL INC.
By: /s/ Robert S. Woodruff
----------------------------------------
Robert S. Woodruff
Executive Vice President - Finance,
Chief Financial Officer and
Treasurer
S-1
<PAGE>
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 9, 1998
Date
QWEST 1997-5 ACQUISITION CORP.
By: /s/ Robert S. Woodruff
------------------------------
Robert S. Woodruff
Treasurer
S-2
<PAGE>
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 9, 1998
Date
ANSCHUTZ COMPANY
By: /s/ Philip F. Anschutz
----------------------------
Philip F. Anschutz
Chairman and
Chief Executive Officer
ANSCHUTZ FAMILY INVESTMENT COMPANY LLC
By: ANSCHUTZ COMPANY,
its Manager
By: /s/ Philip F. Anschutz
-----------------------------
Philip F. Anschutz
Chairman and
Chief Executive Officer
S-3
<PAGE>
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 9, 1998
Date
/s/ Philip F. Anschutz
- ------------------------------
Philip F. Anschutz
S-4
<PAGE>
EXHIBIT INDEX
Exhibit 3 Amended and Restated Agreement and Plan of Merger dated as
of December 31, 1997 among Phoenix Network, Inc., Qwest
Communications International Inc. and Qwest 1997-5
Acquisition Corp. (1)
- --------
(1) Filed as Exhibit 99.1 to the Current Report on Form 8-K of Phoenix
Network, Inc. dated February 9, 1998 and filed with the Commission on February
9, 1998, and incorporated herein by reference.
Ex. - 1
