SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. )(1)
ICON CMT CORP.
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(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
--------------------------------------
(Title of Class of Securities)
450918107
-----------------
(CUSIP Number)
Robert S. Woodruff Drake S. Tempest, Esq.
Qwest Communications O'Melveny & Myers LLP
International Inc. Citicorp Center
1000 Qwest Tower 153 East 53rd Street, 54th Floor
555 Seventeenth Street New York, New York 10022-4611
Denver, Colorado 80202 (212) 326-2000
(303) 992-1400
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
SEPTEMBER 13, 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(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. SEE Rule 13d-7(b)
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 21 Pages)
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(1) 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 450918107
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<PAGE>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Qwest Communications International Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY ----------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- 6,572,172
ING PERSON ----------------------------------
WITH 9 SOLE DISPOSITIVE POWER
----------------------------------
10 SHARED DISPOSITIVE POWER
750,000
----------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,322,172
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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Page 2 of 22 Pages
<PAGE>
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Qwest 1998-I Acquisition Corp.
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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 ----------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- 6,572,172
ING PERSON ----------------------------------
WITH 9 SOLE DISPOSITIVE POWER
----------------------------------
10 SHARED DISPOSITIVE POWER
750,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,322,172
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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Page 3 of 22 Pages
<PAGE>
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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 ----------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- 6,572,172
ING PERSON ----------------------------------
WITH 9 SOLE DISPOSITIVE POWER
----------------------------------
10 SHARED DISPOSITIVE POWER
750,000
----------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,322,172
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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Page 4 of 22 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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY ----------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- 6,572,172
ING PERSON ----------------------------------
WITH 9 SOLE DISPOSITIVE POWER
----------------------------------
10 SHARED DISPOSITIVE POWER
750,000
----------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,322,172
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
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Page 5 of 22 Pages
<PAGE>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Philip F. Anschutz
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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 ----------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- 6,572,172
ING PERSON ----------------------------------
WITH 9 SOLE DISPOSITIVE POWER
----------------------------------
10 SHARED DISPOSITIVE POWER
750,000
----------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,322,172
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
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Page 6 of 22 Pages
<PAGE>
ITEM 1. SECURITY AND THE ISSUER
The title of the class of equity securities to which this statement
relates is:
Common Stock, $.001 par value ("COMPANY COMMON
STOCK"), of Icon CMT Corp., a Delaware corporation
(the "COMPANY").
The name of the issuer and address of its principal executive offices
are:
Icon CMT Corp.
1200 Harbor Boulevard
Weehawken, NJ 07087
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of Qwest Communications International
Inc., a Delaware corporation ("QWEST"), Qwest 1998-I 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").
Anschutz may be deemed to control Qwest, Qwest Subsidiary and AnsCo, as he is
the sole beneficial owner of the capital stock of AnsCo, which in turn is the
beneficial owner of approximately 53.3% of the outstanding shares of common
stock, par value $.01 per share (the "QWEST COMMON STOCK"), of Qwest, including
8,600,000 shares of Qwest Common Stock issuable upon the exercise of a warrant
granted to AnsLLC, and Qwest in turn is the sole beneficial owner of the capital
stock of Qwest Subsidiary. Qwest, Qwest Subsidiary, AnsCo, AnsLLC and Anschutz
are collectively referred to as the "REPORTING PERSONS".
The principal business address of Qwest and Qwest Subsidiary is 1000
Qwest Tower, 555 Seventeenth Street, Denver, Colorado 80202. The principal
business address of Anschutz, AnsCo and ANSLLC is 2400 Qwest Tower, 555
Seventeenth Street, Denver, Colorado 80202. Anschutz is a citizen of the United
States of America.
During the past five years, none of the Reporting Persons and, to the
knowledge of the Reporting Persons, none of the executive officers or directors
of the Reporting Persons, if applicable, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations
Page 7 of 22 Pages
<PAGE>
of, or prohibiting or mandating activities subject to, Federal or State
securities laws or finding any violation with respect to such laws. Certain
information with respect to the executive officers and directors of the
Reporting Persons, if applicable, is set forth on Schedule A attached hereto.
Qwest is a multimedia communications company, providing voice, video
and data transmission services. It constructs and installs fiber optic
communications systems for interexchange carriers and other communications
entities and for its own network use. Qwest Subsidiary has been organized to
effect the Merger (as defined in Item 4 below).
Anschutz and AnsCo are principally engaged, directly or indirectly, in
railroad transportation, communications, natural resources, real estate and
sports entertainment.
AnsLLC is principally engaged in making investments.
Qwest and Qwest Subsidiary constitute, and are filing this statement,
as a "group" within the meaning of Rule 13d-5 under the Securities Exchange Act
of 1934 (the "EXCHANGE ACT"). Anschutz, AnsLLC and AnsCo constitute, and are
filing this statement, as a "group", within such meaning. The Reporting Persons
do not otherwise constitute, and are not filing this statement, as a "group",
within such meaning.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Qwest will acquire all the issued and outstanding shares of Company
Common Stock in the Merger without the payment of any consideration, except with
respect to payments by Qwest in lieu of the issuance of fractional shares of
Qwest Common Stock in the Merger (as defined in Item 4 below).
No payments are required to be made by the Reporting Persons in
connection with the Voting Agreements (as defined in Item 4 below).
Payments that may be made by Qwest in connection with the Series Q
Warrants (as defined in Item 4 below) or the Option Agreements (as defined in
Item 4 below) would be made from Qwest's working capital.
Page 8 of 22 Pages
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION
On September 13, 1998, the Company, Qwest and Qwest Subsidiary entered
into a definitive Agreement and Plan of Merger dated as of September 13, 1998
(the "MERGER AGREEMENT"), providing for a merger (the "MERGER") that will result
in the Company becoming a wholly-owned subsidiary of Qwest. 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"). Terms not otherwise defined have the meanings
assigned in the Merger Agreement.
A copy of the press release dated September 14, 1998 of Qwest (the
"PRESS RELEASE") has been filed with the Securities and Exchange Commission (the
"COMMISSION") by Qwest as Exhibit 99.1 to the Current Report on Form 8-K of
Qwest dated September 13, 1998. A copy of the Merger Agreement has been filed
with the Commission by the Company as Exhibit 2.1 to the Current Report on Form
8-K of the Company dated September 13, 1998. The Merger Agreement and the Press
Release are hereby incorporated herein by reference as Exhibits 99.1 and 99.2,
respectively. The following description of the Merger Agreement is qualified by
reference to the Merger Agreement incorporated herein by reference.
GENERAL. 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 shall cease to be outstanding and shall be converted
into the right to receive that number of shares of Qwest Common Stock equal to
the Exchange Ratio (as defined below) (the "MERGER CONSIDERATION"). The
"EXCHANGE RATIO" is determined as follows:
(i) if the Average Market Price (as defined below) is equal to a
price that is not more than $37.50 or less than $27.00, the
Exchange Ratio shall be equal to (x) $12.00 divided by (y) the
Average Market Price;
(ii) if the Average Market Price is more than $37.50, the Exchange
Ratio shall be equal to 0.3200; and
(iii) if the Average Market Price is less than $27.00, the Exchange
Ratio shall be equal to 0.4444.
For purposes of the Merger Agreement, the term "AVERAGE MARKET PRICE"
means the average (rounded to the nearest 1/10,000) of the daily volume weighted
averages (rounded to the nearest 1/10,000) of the trading prices of Qwest Common
Stock on The Nasdaq Stock Market's National Market, as reported by Bloomberg
Financial Markets (or such
Page 9 of 22 Pages
<PAGE>
other source as the parties shall agree in writing), for each of the 15
consecutive trading days ending on the trading day that is three Business Days
(as defined in the Merger Agreement) before the date of the Company Stockholder
Meeting (as defined in the Merger Agreement).
The Merger Agreement provides for agreements by Scott A. Baxter,
President and Chief Executive Officer of the Company, Richard M. Brown, Vice
President -- Information Technologies of the Company, and Scott Harmolin, Senior
Vice President -- Senior Technology Officer of the Company (collectively, the
"PRINCIPAL STOCKHOLDERS"), who beneficially own 6,572,172 shares of Company
Common Stock, or approximately 41.3% of the outstanding shares of Company Common
Stock as of September 13, 1998, to enter into the Option Agreements, the Voting
Agreements and the Stockholder Agreements, substantially on the terms set forth
below. The Merger Agreement also contains the terms and conditions of the Qwest
Credit Facility and provides for the issuance of Series Q Warrants to Qwest with
registration rights granted pursuant to a Registration Rights Agreement,
substantially on the terms set forth below. In addition, the Merger Agreement
provides for Qwest and the Company to enter into the Qwest Private Line Service
Agreement pursuant to which Qwest will provide certain services to the Company.
The Merger Agreement, the Option Agreements, the Voting Agreements, the Qwest
Credit Facility, the Qwest Private Line Services Agreement and all other
instruments and documents executed and delivered by any person in connection
with the conclusion of one or more of the transactions contemplated by the
Merger Agreement are collectively referred to as the "TRANSACTION DOCUMENTS."
On September 13, 1998, the Board of Directors of the Company by
resolution (the "BOARD APPROVAL") unanimously (a) determined that the Merger
Agreement and the Merger are in the best interests of the Company and its
stockholders, (b) approved the Merger Agreement and the Merger and determined
that the Merger Agreement and the Merger are advisable, (c) determined that the
other Transaction Documents and the other transactions undertaken pursuant to,
or otherwise contemplated by, the Transaction Documents (the "TRANSACTIONS") are
in the best interests of the Company and its stockholders and approved such
other Transaction Documents and Transactions and (d) recommended that the
stockholders of the Company approve the Merger Agreement and the Merger.
Donaldson, Lufkin & Jenrette Securities Corporation delivered to the Board of
Directors of the Company its written opinion to the effect that, as of September
13, 1998, the Merger Consideration to be received by the holders of Company
Common Stock (other than holders of Company Common Stock who are Affiliates of
the Company)
Page 10 of 22 Pages
<PAGE>
pursuant to the Merger Agreement is fair to such stockholders from a financial
point of view.
MERGER AGREEMENT. The Merger Agreement contains customary
representations, warranties, covenants and agreements of the parties. The Merger
Agreement also contains customary conditions to the obligations of the parties
to effect the Merger, including (1) the approval of the Merger Agreement and the
Merger by holders of a majority of the outstanding shares of Company Common
Stock, (2) receipt of all necessary regulatory approvals, including clearance
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and
(3) the delivery to the Company of an opinion of the independent counsel of the
Company to the effect that the Merger will constitute a tax-free reorganization
under Section 368(a) of the Code and that Qwest and the Company will each be a
party to the reorganization within the meaning of Section 368(b) of the Code.
The Merger Agreement provides for the closing of the Merger (the
"CLOSING") to occur on the Business Day (as defined in the Merger Agreement)
following the date on which all the conditions precedent to the obligations of
the parties under the Merger Agreement with respect thereto (other than the
conditions that, by their terms, cannot be satisfied until the Closing Date)
shall have been satisfied or waived, as the case may be, or such later date as
the parties may agree.
In addition, the Merger Agreement contains (a) covenants of the Company
and Qwest to prepare a proxy statement and registration statement, respectively,
with respect to the approval of the Merger Agreement and the Merger, and (b)
covenants of the Company (1) to call and convene the Company Stockholders
Meeting (as defined in the Merger Agreement) to consider the approval of the
Merger Agreement and the Merger and (2) to submit the Merger Agreement and the
Merger to the stockholders of the Company whether or not the Board of Directors
of the Company determines that the Merger Agreement and the Merger are no longer
advisable and recommends that the stockholders of the Company reject the Merger
Agreement and the Merger.
The Merger Agreement does not permit the Company and its subsidiaries,
and their respective officers, directors, employees, financial advisors or other
representatives of the Company, to (a) enter into any agreement or other
arrangement with respect to any Business Combination Transaction (other than the
Transactions) or publicly announce any such intention, (b) solicit, initiate or
encourage any inquiry or the making of any proposal which is or could lead to a
proposal with respect to a Business
Page 11 of 22 Pages
<PAGE>
Combination Transaction (other than the Transactions), (c) continue or
participate in any activities or negotiations regarding the foregoing or furnish
to any other person any information regarding the Company's business,
properties, operations, prospects or condition (financial or otherwise) or
cooperate or assist in any effort or attempt by any other person to do the
foregoing, or (d) recommend that the stockholders accept or approve any Business
Combination Transaction (other than the Transactions), modify or amend the Board
Approval in a materially adverse manner to Qwest or withdraw the Board Approval,
in each case except as provided in the following paragraph.
With respect to any person who has made an unsolicited, bona fide
written proposal with respect to a Business Combination Transaction, the Merger
Agreement permits the officers, directors, employees, financial advisors or
other representatives of the Company to (1) furnish information concerning the
Company's business, properties, operations, prospects or condition (financial or
otherwise) to such person or engage in negotiations with such person, (2)
disclose to its stockholders a position contemplated by Rule 14e-2(a) under the
Exchange Act (as defined in the Merger Agreement), (3) modify or withdraw the
Board Approval, and (4) following payment of certain amounts then owed by the
Company to Qwest under the Merger Agreement, as summarized below, terminate the
obligations of the parties pursuant to the Merger Agreement in order to enter
into an agreement with such person to effect a Superior Proposal (as defined
below), in each case if the Company or its officers, directors, employees,
financial advisors or other representatives comply with the following
requirements. The Company or the Board of Directors, as the case may be, (A) may
take any action referred to in clause (3) or (4) of the preceding sentence if
the written proposal with respect to which the action is taken satisfies each of
the requirements of a Superior Proposal as set forth in the Merger Agreement,
(B) may furnish to such person any information or engage in the negotiations or
discussions, in each case as referred to in clause (1) of the preceding sentence
only if the Board of Directors of the Company shall have determined in good
faith that such written proposal is reasonably likely to be a Superior Proposal
and shall have furnished Qwest and Qwest Subsidiary such information and (C) may
take any action referred to in clauses (1), (2) and (3) of the preceding
sentence only if the Board of Directors shall have informed Qwest and Qwest
Subsidiary by written notice of its intention to take such action. In no event
may the Company or the Board of Directors of the Company take any action
referred to in the preceding clauses (1), (3) and (4) if the Company
Stockholders Meeting shall have occurred.
Page 12 of 22 Pages
<PAGE>
For purposes of the Merger Agreement, the term "BUSINESS COMBINATION
TRANSACTION" means, with respect to any person and its subsidiaries, whether
concluded or intended to be concluded in one transaction or a series of related
transactions, each of the following: (a) the acquisition from any of such person
and its subsidiaries, or from any holder thereof, of any equity securities of
any of such person and its subsidiaries as a result of which the holders of
equity securities of any of such person and its subsidiaries immediately before
such transaction or series of transactions would beneficially own less than 80%
of the equity securities of such person or such subsidiary, as the case may be,
issued and outstanding immediately after such transaction or series of
transactions; (b) the merger or consolidation of any of such person and its
subsidiaries with or into any person other than such person or its wholly-owned
subsidiary; (c) the transfer of a substantial portion of the assets of any of
such person and its subsidiaries to any person or Group other than such person
or its wholly-owned subsidiary; or (d) any transaction (whether or not any of
such person and its subsidiaries shall be a party thereto) as a result of which
a majority of the members of the board of directors, or similar officials, of
such person or such subsidiary would not be persons who on the day after the
closing date of such transaction were members of the board of directors, or
similar officials, or who were nominated for election or elected with the
approval of a majority of the directors, or similar officials, who were
directors, or similar officials, on that date or whose nomination or election
was previously so approved.
For purposes of the Merger Agreement, the term "SUPERIOR PROPOSAL"
means (A) a written proposal for (i) the acquisition from the Company or any
holder thereof of equity securities of the Company as a result of which the
holders of shares of Company Common Stock immediately before such transaction or
series of transactions would beneficially own less than 40% of the shares of
Company Common Stock issued and outstanding immediately after such transaction
or series of transactions, (ii) the merger or consolidation of the Company with
or into any person other than a wholly-owned subsidiary of the Company or (iii)
the transfer of all or substantially all the assets of the Company and its
subsidiaries and (B) with respect to such written proposal after the Board of
Directors of the Company shall have concluded in good faith that (i) based on
the advice of a financial advisor of nationally recognized reputation, taking
into account the terms and conditions of such proposed Business Combination
Transaction and the Merger Agreement respectively, all other legal, financial,
regulatory and other aspects of such proposed Business Combination Transaction
and the Merger, and respectively, the identity of the person making such written
proposal, (a) such proposed
Page 13 of 22 Pages
<PAGE>
Business Combination Transaction is reasonably capable of being completed and
would, if completed, result in a transaction more favorable to the Company and
its stockholders, other than the Principal Stockholders, from a financial point
of view than would the Merger and (b) financing for such proposed Business
Combination Transaction, to the extent required, is then committed by a
financial institution or other source able to provide such financing and (ii)
based on the advice of independent counsel for the Company, the failure to take
such action would breach its fiduciary duties to the stockholders of the
Company, other than the Principal Stockholders.
The Merger Agreement permits each of the parties to terminate the
parties' respective obligations to effect the Merger as follows: (a) by
agreement of the parties; (b) by the Company, on or after the date that is six
months after the date of this Merger Agreement, if the Closing shall then not
have occurred for any reason other than the breach or violation by the Company,
in any material respect, of any of its representations, warranties, covenants
and agreements set forth in the Merger Agreement (a "COMPANY BREACH") and a
Company Breach shall then not have occurred and be continuing and the Company
shall have paid in full to Qwest and Qwest Subsidiary all amounts then owed to
Qwest and Qwest Subsidiary in connection with the termination of the Merger
Agreement, as described below; (c) by Qwest or Qwest Subsidiary, on or after the
date that is six months after the date of this Merger Agreement, if the Closing
shall then not have occurred for any reason other than the breach or violation
by Qwest or Qwest Subsidiary, in any material respect, of any of their
representations, warranties, covenants and agreements set forth in the Merger
Agreement (a "QWEST BREACH") and the Qwest Breach shall then not have occurred
and be continuing; (d) by the Company, on or after the date that is four months
after the date of this Merger Agreement, if a Qwest Breach shall then have
occurred and be continuing and a Company Breach shall then not have occurred and
be continuing; (e) by Qwest or Qwest Subsidiary, on or after the date that is
four months after the date of this Merger Agreement, if a Company Breach shall
have occurred and be continuing and a Qwest Breach shall then not have occurred
and be continuing; (f) by the Company, on or after the date of the Company
Stockholders Meeting, if the stockholders of the Company shall not have approved
the Merger Agreement and the Merger and the Company shall have paid in full to
Qwest and Qwest Subsidiary all amounts then owing to Qwest and Qwest Subsidiary
in connection with the termination of the Merger Agreement, as described below;
(g) by Qwest or Qwest Subsidiary, on or after the date of the Company
Stockholders Meeting, if the stockholders of the Company do not approve the
Merger Agreement and the Merger; (h) by Qwest or Qwest Subsidiary, pursuant to,
in general, the authorization,
Page 14 of 22 Pages
<PAGE>
recommendation or proposal by the Board of Directors of the Company of (or the
public announcement of its intention to authorize, recommend or propose) an
agreement with respect to a Business Combination Transaction with a person other
than Qwest or Qwest Subsidiary, the recommendation by the Board that the
stockholders of the Company accept or approve any such Business Combination
Transaction or the failure by the Board to timely publicly confirm the Board
Approval in response to a tender offer or exchange offer for the Company Common
Stock; (i) by the Company, pursuant to the determination of the Board of
Directors of the Company that an unsolicited, bona fide written proposal made by
any person with respect to a Business Combination Transaction is a Superior
Proposal and the Company complies with the requirements of the Merger Agreement
with respect to such Business Combination Transaction and (j) by Qwest or Qwest
Subsidiary, if there shall have occurred a Business Combination Transaction
(other than the Transactions). The date of the termination of the Merger
Agreement pursuant to any of these provisions is referred to as the "TERMINATION
DATE".
The Merger Agreement provides that, upon or following the termination
of the obligations of the parties under certain circumstances to effect the
Merger, the Company shall pay to Qwest a termination fee in the amount of
$7,000,000 as follows (1) in connection with the termination of the obligations
of the parties or of the Merger Agreement pursuant to any of clauses (f), (g),
(h), (i) and (j) of the paragraph above, or, (2) if (A) the Company or Qwest
shall terminate the obligations of the parties or the Merger Agreement pursuant
to clauses (b) and (c) of the paragraph above, (B) at any time after the date of
this Agreement and at or before the time of such termination there shall exist a
proposal for a Business Combination Transaction with respect to any of the
Company and its subsidiaries (or the public announcement of a third party to
commence or of its intention to pursue or engage in such a transaction) and (C)
within 12 months of such termination, the Company enters into a definitive
agreement with any third party with respect to a Business Combination
Transaction with respect to any of the Company and its subsidiaries or such a
transaction is consummated.
The Merger Agreement provides that, if a Business Combination
Transaction (other than the Transactions) with respect to any of the Company and
its subsidiaries shall be consummated within 12 months following the termination
of obligations of the parties under the Merger Agreement (other than pursuant to
the termination of the Merger Agreement by the Company, on or after the date
that is four months after the date of the Merger Agreement, if a Breach by Qwest
shall then have occurred and be continuing and a Breach by Company
Page 15 of 22 Pages
<PAGE>
shall then not have occurred or be continuing), the Company and its subsidiaries
shall purchase from one or more of Qwest and its subsidiaries products and
services (including tariff and non-tariff services and facilities) selected by
the Company in its sole discretion that are generally offered for sale by Qwest
or such subsidiary, at the prices and on the terms and conditions generally
offered by Qwest or such subsidiary from time to time during such period to
customers of similar products and services at similar volume and commitment
levels, for an aggregate purchase price equal to (A) $30,000,000 less (B) the
aggregate purchase price for products and services purchased by the Company and
its subsidiaries from any of Qwest and its subsidiaries from the Termination
Date to the date of the consummation of such Business Combination Transaction,
PROVIDED that purchases pursuant to commitments or agreements in existence on
such date of consummation that were made by the other parties to such Business
Combination Transaction and their respective Affiliates (as defined in the
Merger Agreement) shall not be included in determining whether the Company shall
have satisfied its obligation under this paragraph. The Company shall purchase
the products and services referred to in the preceding sentence within a period
of months following such date of consummation that is equal to (A) 12 months
less (B) the quotient obtained by dividing 2 into the number of whole months
(determined as periods of 30 or 31 consecutive days, as appropriate) that shall
have elapsed between the Termination Date and such date of consummation. On such
date of the consummation of the Business Combination Transaction, and as a
condition to such consummation, the Company shall pay to Qwest a portion of the
amount determined pursuant to the first sentence of this paragraph that is equal
to (A) $2,500,000 times the number of whole months (determined as periods of 30
or 31 consecutive days, as appropriate) that shall have elapsed between the
Termination Date and such date of consummation less (B) the aggregate purchase
price for products and services purchased from any of Qwest and its subsidiaries
from the Termination Date to such date of consummation.
OPTION AGREEMENTS. Contemporaneously with the execution of the Merger
Agreement, Qwest entered into option agreements with each of the Principal
Stockholders (each such agreement, an "OPTION AGREEMENT"). The form of the
Option Agreements is attached as Exhibit A to the Merger Agreement and is
incorporated by reference herein. The following description of the Option
Agreements is qualified by reference to Exhibit A to the Merger Agreement
incorporated herein by reference.
The Option Agreement with each Principal Stockholder provides for,
among other things, (a) the grant by such Principal Stockholder to Qwest of an
option to
Page 16 of 22 Pages
<PAGE>
acquire all of the shares of Company Common Stock beneficially owned by such
Principal Stockholder (collectively, the "OPTION SHARES") at a purchase price of
$12.00 per share. The option may be exercised in whole or in part, at any time,
by delivery by Qwest to the Principal Stockholder (no earlier than in connection
with the consummation of an Alternative Transaction following the occurrence of
an Option Trigger and no later than the date that is the first anniversary of
the commencement of the option) of written notice (the "EXERCISE NOTICE")
stating that Qwest is exercising the option in respect of the number of Option
Shares specified therein. In connection with the delivery of an Exercise Notice,
and in lieu of acquiring any Option Shares, Qwest may elect, in its sole
discretion, to require Principal Stockholder to repurchase the option, or
portion thereof, with respect to the Option Shares specified in the Exercise
Notice for cash in an amount equal to the excess of the consideration per Option
Share that would be received by the Principal Stockholder in the Alternative
Transaction pursuant to which the option may be exercised over $12.00.
Each Option Agreement also contains certain restrictions on the voting
and the sale or other transfer of such Option Shares. The voting restrictions
will terminate on the later of the day following the Termination Date under the
Merger Agreement and payment in full by the Company of all amounts then owing to
Qwest and Qwest Subsidiary in connection with the termination of the Merger
Agreement, as described above.
For purposes of each Option Agreement, the term "OPTION TRIGGER" means
the first to occur of (1) the termination or purported termination of the Merger
Agreement or the obligations of the parties thereunder, in any case without the
prior written approval of Qwest, (2) the time of the occurrence or existence of
any event or circumstance that would entitle any party to the Merger Agreement
to exercise its right to terminate certain obligations of the parties thereunder
pursuant to Section 9.1 of the Merger Agreement, (3) the public announcement (or
written communication that is or becomes the subject of public disclosure) of a
bona fide proposal by any person (other than Qwest or any Affiliate of, or any
person acting in concert with, Qwest) with respect to a Business Combination
Transaction (other than the Transactions) with respect to any of Icon and its
Subsidiaries, and (4) the occurrence of a breach by any Principal Stockholder of
any obligation under an Option Agreement or a Voting Agreement.
For purposes of each Option Agreement, the term "ALTERNATIVE
TRANSACTION" means, whether concluded or intended to be concluded in one
transaction or a series of
Page 17 of 22 Pages
<PAGE>
transactions (other than the Transactions), (1) the acquisition from Icon or any
holder thereof of Equity Securities of Icon (as defined in the Merger Agreement)
as a result of which the holders of shares of Icon Common Stock immediately
before such transaction or series of transactions would beneficially own less
than 40% of the shares of Icon Common Stock issued and outstanding immediately
after such transaction or series of transactions, (2) the acquisition of shares
of Icon Common Stock from the Principal Stockholder and transferees of shares of
Icon Common Stock pursuant to the Option Agreement as a result of which the
Principal Stockholder and such transferees would beneficially own in the
aggregate less than 50% of the shares of Icon Common Stock beneficially owned by
the Principal Stockholder and such transferees in the aggregate immediately
before such transaction or series of transactions, (3) the merger or
consolidation of Icon with or into any person other than a Wholly-Owned
Subsidiary or (4) the transfer of all or substantially all the assets of Icon
and its Subsidiaries.
VOTING AGREEMENTS. Contemporaneously with the execution of the Merger
Agreement, Qwest entered into voting agreements and proxies with the Principal
Stockholders (each such agreement and proxy, a "VOTING AGREEMENT"). The form of
the Voting Agreements is attached as Exhibit B to the Merger Agreement and is
incorporated by reference herein. The following description of the Voting
Agreements is qualified by reference to Exhibit B to the Merger Agreement
incorporated herein by reference.
The Voting Agreement with each Principal Stockholder provides for,
among other things, (1) the obligation of the Principal Stockholder to vote all
the shares of Company Common Stock beneficially owned by such Principal
Stockholder to approve the Merger Agreement and the Merger, against any action
or agreement that would result in a breach of the Merger Agreement or impede or
delay the conclusion of the Transactions or materially reduce the benefits of
the Transactions to Qwest or Qwest Subsidiary and against any Business
Combination Transaction (other than the Transactions), (2) the grant by the
Principal Stockholder to Qwest of an irrevocable proxy in connection therewith,
(3) certain other restrictions on the sale or other transfer of such shares of
Company Common Stock, (4) certain restrictions on such Principal Stockholder
with respect to Business Combination Transactions (other than the Transactions)
with respect to any of the Company and its subsidiaries and (5) the obligation
of the Principal Shareholder to execute and deliver a Stockholder Agreement or
before the Closing of the Merger. Each Voting Agreement will terminate on the
later of the day following the Termination Date under the Merger Agreement and
payment in full by the Company of all amounts then owing to Qwest and Qwest
Subsidiary in connection with
Page 18 of 22 Pages
<PAGE>
the termination of the Merger Agreement, as described above.
STOCKHOLDERS AGREEMENTS. At or before the closing under the Merger
Agreement, Qwest will enter into stockholder agreements with the Principal
Stockholders (each such agreement, a "STOCKHOLDER AGREEMENT"). The form of the
Stockholder Agreements is attached as Exhibit C to the Merger Agreement and is
incorporated by reference herein. The following description of the Stockholder
Agreements is qualified by reference to Exhibit C to the Merger Agreement
incorporated herein by reference.
The Stockholder Agreement with each Principal Shareholder will provide
for certain restrictions on the sale or other transfer by such Principal
Stockholder of the shares of Qwest Common Stock to be received by such Principal
Shareholder in the Merger (as such shares may be adjusted in the event of any
change in the capital stock of Qwest by reason of stock dividends, split-ups,
reverse split-ups, mergers, recapitalizations, subdivisions, conversions,
exchanges of shares or the like).
QWEST CREDIT FACILITY. Contemporaneously with the execution of the
Merger Agreement, Qwest committed to lend to the Company up to $15,000,000 in
the aggregate (the "TERM LOAN"), subject to the execution of definitive loan and
security documentation, in the form and substance satisfactory to the Company
and Qwest (collectively, the "QWEST CREDIT FACILITY"). The Company and Qwest
agreed to use reasonable best efforts to negotiate and enter into definitive
loan and security documentation, as soon as practicable but in any event by
October 7, 1998. A binding agreement with respect to the Qwest Credit Facility
and the Term Loan will result only from the execution of such definitive
documentation and in each case subject to the terms and conditions stated
therein and in the Merger Agreement. The terms and conditions of the Qwest
Credit Facility are attached as Exhibit D to the Merger Agreement and are
incorporated by reference herein. The following description of the Qwest Credit
Facility is qualified by reference to Exhibit D to the Merger Agreement
incorporated herein by reference.
The initial availability date of the Term Loan will be January 31,
1999. Pursuant to the terms and conditions of the Qwest Credit Facility, the
Company may borrow up to $15,000,000 of which (i) up to an amount equal to the
principal amount of the indebtedness outstanding under the Company Credit
Facilities (as defined in the Merger Agreement), but no more than $10,000,000,
may be borrowed on the initial funding date and (ii) up to $2,000,000 may be
borrowed upon five days' notice in one advance during each calendar month
thereafter. The proceeds of the Term Loan
Page 19 of 22 Pages
<PAGE>
will be applied to (a) repay the indebtedness outstanding under the Company
Credit Facilities (as defined in the Merger Agreement), (b) pay indebtedness
owed under the Access Agreement (as defined in the Merger Agreement), (c)
acquire equipment and (d) pay general corporate expenses. The maturity date of
the Term Loan will be January 31, 2000. Before the occurrence of a Material
Adverse Condition, interest on the Term Loan will be at a floating rate equal to
the rate published in THE WALL STREET JOURNAL from time to time as the Prime
Rate ("PRIME"), plus 1.00%. After the occurrence of a Material Adverse
Condition, the interest rate will be at a floating rate equal to Prime PLUS
8.00%. The term "MATERIAL ADVERSE CONDITION" means a material adverse effect on
the business, properties, operations, prospects or condition (financial or
otherwise) of the Company and its subsidiaries, taken as a whole.
WARRANTS; REGISTRATION RIGHTS AGREEMENT. Contemporaneously with the
execution of the Merger Agreement, the Company issued to Qwest warrants to
purchase 750,000 shares of Company Common Stock (the "SERIES Q WARRANTS"),
exercisable at $12.00 per share for 10 years with registration rights granted
pursuant to a registration rights agreement (the "REGISTRATION RIGHTS
AGREEMENT"). The forms of the Series Q Warrants and the Registration Rights
Agreement are attached as Exhibits E and F, respectively, to the Merger
Agreement and are incorporated by reference herein. This description of the
Series Q Warrants and the Registration Rights Agreement is qualified by
reference to Exhibits E and F, respectively, to the Merger Agreement
incorporated herein by reference.
PRIVATE LINE SERVICE AGREEMENT. Contemporaneously with the execution of
the Merger Agreement, the Company and Qwest entered into a private line services
agreement, under which Qwest will provide to the Company telecommunications
capacity and related ancillary services, and a related master collocation
license agreement.
Qwest cautions that the Press Release describing the Merger contains
forward-looking statements that include, among others, (i) statements by Qwest
concerning the benefits expected to result from certain business activities and
transactions, (ii) Qwest's plans to complete the Qwest Network, an approximately
18,450 route-mile, coast-to-coast, technologically advanced fiber optic
communications network, and (iii) other statements by Qwest of expectations,
beliefs, future plans and strategies, anticipated developments and other matters
that are not historical facts. Qwest cautions the reader that these
forward-looking statements are subject to risks and uncertainties, including
financial, regulatory environment, and trend projections, that could cause
actual events or results to differ materially from those expressed
Page 20 of 22 Pages
<PAGE>
or implied by the statements. Such risks and uncertainties include those risks,
uncertainties and risk factors identified, among other places, in documents
filed with Securities and Exchange Commission. The most important factors that
could prevent Qwest from achieving its stated goals include, but are not limited
to, (a) failure by Qwest to construct the Qwest Network on schedule and on
budget, (b) failure by Qwest to maintain all necessary rights-of-way, (c)
intense competition in Qwest's communications services markets, (d) rapid and
significant changes in technology and markets, (e) dependence on new product
development, (f) operating and financial risks related to managing rapid growth,
integrating acquired businesses, being highly leveraged and sustaining operating
cash deficits and (g) adverse changes in the regulatory environment. These
cautionary statements should be considered in connection with any subsequent
written or oral forward-looking statements that may be issued by Qwest or
persons acting on its behalf. 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
September 14, 1998 or to reflect the occurrence of unanticipated events.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Pursuant to the Option Agreements and the Voting Agreements, the
Reporting Persons may be deemed to share the power to vote 6,572,172 shares of
Company Common Stock in the aggregate, which shares constitute approximately
41.3% of all outstanding shares of Company Common Stock as of September 13,
1998.
The Reporting Persons may be deemed to share the ownership of 750,000
shares of Company Common Stock pursuant to Qwest's right to exercise the Series
Q Warrants.
Pursuant to the foregoing, the Reporting Persons may be deemed to
beneficially own in the aggregate 7,322,172 shares of Company Common Stock,
which shares constitute approximately 44.0% of the shares of Company Common
Stock outstanding as of September 13, 1998.
Qwest intends to acquire control over the Company pursuant to the
Transaction Documents. If the Merger is effected, Qwest will acquire all the
outstanding shares of capital stock of the Company.
Page 21 of 22 Pages
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF ISSUER
Reference is made to Item 4 above and the exhibits incorporated herein
by reference for a description of the Merger Agreement, the Option Agreements,
the Voting Agreements, the Stockholders Agreements, the Qwest Credit Facility,
the Series Q Warrants and the Registration Rights Agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Schedule A Additional Information Required by Item 2 of Schedule
13D.
Exhibit 99.1 Agreement and Plan of Merger dated as of September
13, 1998 among Icon CMT Corp, Qwest Communications
International Inc. and Qwest 1998-I Acquisition
Corp.(1)
Exhibit 99.2 Press release of Qwest Communications International
Inc. and dated September 14, 1998.(2)
- -------------
(1) Filed as Exhibit 2.1 to the Current Report on Form 8-K of Icon CMT
Corp. dated September 13, 1998 and filed with the Commission on September 16,
1998, and incorporated herein by reference.
(2) Filed as Exhibit 99.1 to the Current Report on Form 8-K of Qwest
Communications International Inc. dated September 13, 1998 and filed with the
Commission on September 16, 1998, and incorporated herein by reference.
Page 22 of 22 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.
September 18, 1998
Date
QWEST COMMUNICATIONS INTERNATIONAL INC.
By: /s/ JOSEPH T. GARRITY
---------------------------------
Joseph T. Garrity
Secretary
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.
September 18, 1998
Date
QWEST 1998-I ACQUISITION CORP.
By: /s/ JOSEPH T. GARRITY
-------------------------------
Joseph T. Garrity
Secretary
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.
September 18, 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.
September 18, 1998
Date
By: /s/ PHILIP F. ANSCHUTZ
------------------------------
Philip F. Anschutz
S-4
<PAGE>
EXHIBIT INDEX
Schedule A Additional Information Required by Item 2 of
Schedule 13D.
Exhibit 99.1 Agreement and Plan of Merger dated as of
September 13, 1998 among Icon CMT Corp.,
Qwest Communications International Inc. and
Qwest 1998-I Acquisition Corp.(1)
Exhibit 99.2 Press release of Qwest Communications
International Inc. and Icon CMT Corp. dated
September 14, 1998.(2)
- ---------------
(1) Filed as Exhibit 2.1 to the Current Report on Form 8-K of Icon CMT
Corp. dated September 13, 1998 and filed with the Commission on September 16,
1998, and incorporated herein by reference.
(2) Filed as Exhibit 99.1 to the Current Report on Form 8-K of Qwest
Communications International Inc. dated as of September 13, 1998 and filed with
the Commission on September 16, 1998, and incorporated herein by reference.
Ex. - 1
<PAGE>
SCHEDULE A
Additional information required by Item 2 of Schedule 13D.
1. QWEST COMMUNICATIONS INTERNATIONAL INC. Set forth below is the name and
business address of each executive officer or director of Qwest. Each of such
persons is a citizen of the United States of America.
DIRECTORS
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION/
NAME TITLE ADDRESS
- ---- ------------------------------ -------
<S> <C> <C>
Philip F. Anschutz Chairman, The Anschutz Corporation
Qwest Communications 2400 Qwest Tower
International Inc. 555 17th Street
Chairman, Denver, CO 80202
Anschutz Company and The
Anschutz Corporation
Joseph P. Nacchio President and CEO, Qwest Communications
Qwest Communications International Inc.
International Inc. 1000 Qwest Tower
555 17th Street
Denver, CO 80202
Robert S. Woodruff Executive Vice President - Qwest Communications
Finance and CFO, International Inc.
Qwest Communications 1000 Qwest Tower
International, Inc. 555 17th Street
Denver, CO 80202
Jordan L. Haines Director, 75-125 Huron Drive
Qwest Communications Indian Wells, CA 92210
International Inc.
Cannon Y. Harvey President, The Anschutz Corporation
Anschutz Company and The 2400 Qwest Tower
Anschutz Corporation 555 17th Street
Denver, CO 80202
Richard T. Liebhaber Director, 1100 Chain Bridge Road
Qwest Communications McLean, VA 22101-2213
International Inc.
Douglas L. Polson Vice President - Finance, The Anschutz Corporation
Anschutz Company and The 2400 Qwest Tower
Anschutz Corporation 555 17th Street
Denver, CO 80202
Craig D. Slater Vice President, The Anschutz Corporation
Anschutz Company and The 2400 Qwest Tower
Anschutz Corporation 555 17th Street
Denver, CO 80202
W. Thomas Stephens President and Chief 3333 E. Platte Avenue
Executive Officer, Littleton, CO 80121
MacMillan Bloedel Ltd.
</TABLE>
Sched. A - 1
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Douglas M. Karp Managing Director - E.M. Warburg, Pincus & Co.,
E.M. Warburg, Pincus & Co., LLC
LLP 466 Lexington Avenue
10th Floor
New York, NY 10017
Vinod Khosla General Partner - Kleiner Perkins Caufield &
Kleiner Perkins Caufield & Byers
Byers 2750 Sand Hill Road
Menlo Park, CA 94025
H. Brian Thompson Vice Chairman - Qwest Communications
Qwest Communications International Inc.
International Inc. 4250 North Fairfax Drive
Arlington, Virginia 22203
Roy A. Wilkens Former Founder and CEO of P.O. Box 510
WilTel and Consultant Emory, TX 75440
EXECUTIVE OFFICERS
PRINCIPAL OCCUPATION/
NAME TITLE ADDRESS
- ---- ------------------------ -------
Gregory M. Casey Senior Vice President - Qwest Communications
Broadband Capacity, International Inc.
Qwest Communications 1000 Qwest Tower
Corporation 555 17th Street
Denver, CO 80202
Stephen M. Jacobsen Executive Vice President - Qwest Communications
Marketing and Strategic International Inc.
Accounts 1000 Qwest Tower
Qwest Communications 555 17th Street
Corporation Denver, CO 80202
A. Dean Wandry Senior Vice President - Qwest Communications
Government Markets and International Inc.
Fiber Sales, 1000 Qwest Tower
Qwest Communications 555 17th Street
Corporation Denver, CO 80202
Nayel S. Shafei Executive Vice President - Qwest Communications
Product Development International Inc.
and Architecture, 1000 Qwest Tower
Qwest Communications 555 17th Street
Corporation Denver, CO 80202
August B. Turturro Senior Vice President - Qwest Communications
Network Construction, International Inc.
Qwest Communications 1000 Qwest Tower
Corporation 555 17th Street
Denver, CO 80202
</TABLE>
Sched. A - 2
<PAGE>
Marc B. Weisberg Senior Vice President - Qwest Communications
Corporate Development International Inc.
Qwest Communications 1000 Qwest Tower
Corporation 555 17th Street
Denver, CO 80202
Larry Seese Executive Vice President - Qwest Communications
Network Engineering and International Inc.
Operations, 1000 Qwest Tower
Qwest Communications 555 17th Street
Corporation Denver, CO 80202
Brij Khandelwal Executive Vice President Qwest Communications
and Chief Information International Inc.
Officer, 1000 Qwest Tower
Qwest Communications 555 17th Street
Corporation Denver, CO 80202
Lewis O. Wilks President - Business Qwest Communications
Markets, International Inc.
Qwest Communications 1000 Qwest Tower
Corporation 555 17th Street
Denver, CO 80202
Reynaldo U. Ortiz Senior Vice President - Qwest Communications
International, International Inc.
Qwest Communications 1000 Qwest Tower
Corporation 555 17th Street
Denver, CO 80202
Lawrence J. Bouman Executive Vice President - Qwest Communications
Product Development and International Inc.
Multimedia Services, 1000 Qwest Tower
Qwest Communications 555 17th Street
Corporation Denver, CO 80202
Joseph A. Lawrence Executive Vice President- Qwest Communications
Corporate Development International Inc.
and Chief Administrative 1000 Qwest Tower
Officer 555 17th Street
Qwest Communications Denver, CO 80202
Corporation
Thomas J. Matthews Executive Vice President - Qwest Communications
Human Resources, International Inc.
Qwest Communications 1000 Qwest Tower
Corporation 555 17th Street
Denver, CO 80202
John C. Taylor Senior Vice President - Qwest Communications
Consumer Markets, International Inc.
Qwest Communications 1000 Qwest Tower
Corporation 555 17th Street
Denver, CO 80202
John G. Musci Senior Vice President - Qwest Communications
Wholesale Switch International Inc.
Services, 1000 Qwest Tower
Qwest Communications 555 17th Street
Corporation Denver, CO 80202
Sched. A - 3
<PAGE>
Shaun Gilmore Senior Vice President - Qwest Communications
National Accounts International Inc.
Qwest Communications 1000 Qwest Tower
Corporation 555 17th Street
Denver, CO 80202
James Garrettson Senior Vice President - Qwest Communications
Business Market Sales International Inc.
Qwest Communications 1000 Qwest Tower
Corporation 555 17th Street
Denver, CO 80202
Sched. A - 4
<PAGE>
2. QWEST SUBSIDIARY. Set forth below is the name and business address of each
executive officer or director of Qwest Subsidiary. Each of such persons is a
citizen of the United States of America.
DIRECTORS
PRINCIPAL OCCUPATION/
NAME TITLE ADDRESS
- ---- --------------------- -----------
Joseph P. Nacchio President and CEO, Qwest Communications
Qwest Communications International Inc.
International Inc. and 1000 Qwest Tower
Qwest Communications 555 17th Street
Corporation Denver, CO 80202
Robert S. Woodruff Executive Vice President - Qwest Communications
Finance, CFO and International Inc.
Treasurer, 1000 Qwest Tower
Qwest Communications 555 17th Street
International Inc. and Denver, CO 80202
Qwest Communications
Corporation
EXECUTIVE OFFICERS
PRINCIPAL OCCUPATION/
NAME TITLE ADDRESS
- ---- --------------------- -----------
Joseph P. Nacchio President and Chief Qwest Communications
Executive Officer International Inc.
1000 Qwest Tower
555 17th Street
Denver, CO 80202
Robert S. Woodruff Executive Vice President, Qwest Communications
Chief Financial Officer International Inc.
and Treasurer 1000 Qwest Tower
555 17th Street
Denver, CO 80202
Marc B. Weisberg Vice President Qwest Communications
International Inc.
1000 Qwest Tower
555 17th Street
Denver, CO 80202
Joseph T. Garrity Secretary Qwest Communications
International Inc.
1000 Qwest Tower
555 17th Street
Denver, CO 80202
Linnea M. Simons Assistant Secretary Qwest Communications
International Inc.
1000 Qwest Tower
555 17th Street
Denver, CO 80202
Sched. A - 5
<PAGE>
3. ANSCHUTZ COMPANY. Set forth below is the name and business address of each
executive officer or director of Anschutz Company. Each of such persons is a
citizen of the United States of America.
DIRECTORS
PRINCIPAL OCCUPATION/
NAME TITLE ADDRESS
- ---- ---------------------- -------
Philip F. Anschutz Chairman The Anschutz Corporation
2400 Qwest Tower
555 17th Street
Denver, CO 80202
Cannon Y. Harvey President The Anschutz Corporation
2400 Qwest Tower
555 17th Street
Denver, CO 80202
Douglas L. Polson Vice President - Finance The Anschutz Corporation
2400 Qwest Tower
555 17th Street
Denver, CO 80202
Miles A. Williams Executive Vice President The Anschutz Corporation
2400 Qwest Tower
555 17th Street
Denver, CO 80202
EXECUTIVE OFFICERS
PRINCIPAL OCCUPATION/
NAME TITLE ADDRESS
- ---- ---------------------- -------
Richard M. Jones Vice President, General The Anschutz Corporation
Counsel and Assistant 2400 Qwest Tower
Secretary 555 17th Street
Denver, CO 80202
Craig D. Slater Vice President The Anschutz Corporation
2400 Qwest Tower
555 17th Street
Denver, CO 80202
Lynn T. Wood Secretary The Anschutz Corporation
2400 Qwest Tower
555 17th Street
Denver, CO 80202
Thomas G. Kundert Treasurer The Anschutz Corporation
2400 Qwest Tower
555 17th Street
Denver, CO 80202
Sched. A - 6
