SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Qwest Communications International Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
74912110 9
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(CUSIP Number)
Ray E. Winborne
BellSouth Corporation
15G03 Campanile Building
1155 Peachtree Street
Atlanta, Georgia 30309-3610
(404) 249-3035
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
July 16, 1999
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(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.[ ]
* 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 the 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).
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This Amendment No. 1 amends the Schedule 13D dated June 7, 1999 and relates
to the common stock, $0.01 par value per share, of Qwest Communications
International Inc., a Colorado corporation. This Amendment No. 1 amends Item 4
of the initial Schedule 13D. Unless otherwise indicated, all capitalized terms
used but not defined herein have the same meanings as set forth in the Schedule
13D.
ITEM 4. Purpose of Transaction.
The second paragraph of this item is superceded in its entirety and
replaced with the following:
Pursuant to the Common Stock Purchase Agreement, dated as of April 19,
1999, between Qwest and BellSouth (as assignee of BellSouth Enterprises, Inc.)
(the "Qwest Purchase Agreement"), BellSouth is generally prohibited from
acquiring shares of Qwest Common Stock if it would result in BellSouth
beneficially owning more than 20% of the shares of Qwest Common Stock, except as
approved by the Qwest Board of Directors. The maximum ownership percentage will
be increased or terminated if Qwest or Anschutz Company sell shares of Qwest
Common Stock to third parties on certain specified terms. BellSouth intends from
time to time to review its ownership position in and commercial and strategic
relationship with the Company and may, based on such factors as BellSouth then
deems relevant, seek to acquire additional shares of the Company, dispose of
shares of the Company, revise its existing commercial relationship with the
Company, enter into other strategic and commercial relationships with the
Company, or take any of the actions set forth in items (a) through (j) of Item 4
of Schedule 13D, and BellSouth may, from time to time, discuss with the Company
any one or more of the foregoing actions. Based on the respective objectives of
the Company and BellSouth, the regulatory and competitive environment, and other
factors that BellSouth then deems relevant, BellSouth may determine whether or
not to take any of these actions.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 1 to Schedule 13D
is true, complete and correct.
BELLSOUTH CORPORATION
By: /s/ W. Patrick Shannon
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W. Patrick Shannon
Vice President and Controller
Date: July 19, 1999
