UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
QWEST COMMUNICATIONS INTERNATIONAL INC.
(Name of Issuer)
Common Stock,$.01 par value per share
(Title of Class of Securities)
0007491 21 1
(CUSIP Number)
*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 in 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).
Page 1 of 8 pages
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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 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 86,499,332
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON
WITH 8 SHARED DISPOSITIVE POWER
86,499,332
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
86,499,332
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
83.7%
12 TYPE OF REPORTING PERSON*
CO
Page 2 of 8 pages
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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 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
86,499,333
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 86,499,333
PERSON
WITH 8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
86,509,501
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
83.7%
12 TYPE OF REPORTING PERSON*
IN
- ----------------------------------------------------------------------
Page 3 of 8 pages
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Item 1.
(a) Name of Issuer
Qwest Communications International Inc.
(b) Address of Issuer's Principal Executive Offices
555 Seventeenth Street, Suite 1000
Denver, Colorado 80202
Item 2.
(a) Name of Person Filing
This Schedule 13-G is being filed on behalf of Anschutz
Company and Philip F. Anschutz.
(b) Address of Principal Business Office or, if none,
Residence
The address for Anschutz Company and Philip F. Anschutz is as
follows:
c/o The Anschutz Corporation
555 Seventeenth Street, Suite 2400
Denver, Colorado 80202
(c) Citizenship
Anschutz Company is a Delaware corporation.
Philip F. Anschutz is a United States citizen.
(d) Title of Class of Securities
Common Stock, par value $.01 per share (the "Common
Stock")
(e) CUSIP Number
0007491 21 1
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check
whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the
Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
Page 4 of 8 pages
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(c) [ ] Insurance Company as defined in section 3(a)(19) of
the Act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act
(e) [ ] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see Sec. 240.13d-1(b)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with Sec.
240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with Sec. 240.13d-1(b)(1)(ii)(H)
Item 4. Ownership
(a) and (b) Amount Beneficially Owned
Anschutz Company
Beneficial Percent
Ownership of Class(1)
86,499,332 83.7%
Philip Anschutz
Beneficial Percent
Ownership of Class(1)
86,509,501(2) 83.7%
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(1) Based upon 103,334,937 shares of Common Stock issued and outstanding as of
December 31, 1997.
(2) Includes 10,168 shares of Common Stock owned by Mr. Anschutz's adult
son for which Mr. Anschutz disclaims any beneficial ownership. This number does
not include a warrant to acquire 4,300,000 shares of Common Stock held by
Anschutz Family Investment Company LLC of which Anschutz Company is the Manager
and one-percent equity owner.
Page 5 of 8 pages
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(c) The following indicates for each filing person the number of shares of
Company Securities as to which there is sole and/or shared power to vote or
dispose of the shares:
Anschutz Company
Sole Power Shared Power(1)
-0- 86,499,332
Philip F. Anschutz
Sole Power Shared Power
86,499,333(2) -0-
- ---------
(1) Mr. Anschutz has the ultimate power to vote and dispose of the shares of
Common Stock referred to herein; therefore his voting and dispositive power is
designated as sole power and Anschutz Company's voting and dispositive power is
designated as shared power.
(2) Does not include the 10,168 shares of Common Stock owned by Mr. Anschutz's
adult son reflected in Section 4(a) and (b) above because (i) Mr. Anschutz
disclaims any beneficial ownership for such shares, and (ii) Mr. Anschutz has no
power to vote or dispose of the shares of Common Stock owned by his son.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following. [ ]
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company
N/A
Item 8. Identification and Classification of Members of the Group
Page 6 of 8 pages
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N/A
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
N/A
Page 7 of 8 pages
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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.
Date: February 16, 1998 /s/ Philip F. Anschutz
Philip F. Anschutz
Date: February 16, 1998 Anschutz Company
By: /s/ Philp F. Anschutz
Philip F. Anschutz
Chairman and Chief Executive
Page 8 of 8 pages
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