Q » Topics » CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

This excerpt taken from the Q 8-K filed Aug 2, 2005.

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 2, 2005

Qwest Communications International Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction
of Incorporation)
  001-15577
(Commission
File Number)
  84-1339282
(IRS Employer
Identification No.)


1801 California Street, Denver, Colorado 80202
(Address of Principal Executive Offices) (Zip Code)

(303) 992-1400
(Registrant's Telephone Number, Including Area Code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 2.02. Results of Operations and Financial Condition.

        On August 2, 2005, Qwest Communications International Inc. ("Qwest" or the "Company" or "we" or "us" or "our") announced its financial results for the second quarter of 2005. A copy of the press release announcing the same is attached hereto as Exhibit 99.1.

This excerpt taken from the Q 8-K filed Jun 23, 2005.

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 17, 2005

QWEST COMMUNICATIONS INTERNATIONAL INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

001-15577
(Commission File Number)

 

 

 

84-1339282
(IRS Employer Identification No.)

1801 California Street, Denver, Colorado
(Address of Principal Executive Offices)

 

 

 

80202
(Zip Code)

(303) 992-1400
(Registrant's Telephone Number, Including Area Code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

QWEST CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

Colorado
(State or Other Jurisdiction of Incorporation)

001-03040
(Commission File Number)

 

 

 

84-0273800
(IRS Employer Identification No.)

1801 California Street, Denver, Colorado
(Address of Principal Executive Offices)

 

 

 

80202
(Zip Code)

(303) 992-1400
(Registrant's Telephone Number, Including Area Code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




This excerpt taken from the Q 8-K filed Jun 10, 2005.

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 7, 2005

Qwest Communications International Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

001-15577
(Commission File Number)
  84-1339282
(IRS Employer Identification No.)


1801 California Street, Denver, Colorado
(Address of Principal Executive Offices)

 

80202
(Zip Code)

(303) 992-1400
(Registrant's Telephone Number, Including Area Code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Qwest Corporation
(Exact Name of Registrant as Specified in Its Charter)

Colorado
(State or Other Jurisdiction of Incorporation)

001-03040
(Commission File Number)
  84-0273800
(IRS Employer Identification No.)


1801 California Street, Denver, Colorado
(Address of Principal Executive Offices)

 

80202
(Zip Code)

(303) 992-1400
(Registrant's Telephone Number, Including Area Code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 1.01. Entry into a Material Definitive Agreement.

        On June 7, 2005, Qwest Communications International Inc. ("QCII") issued a press release announcing that it and its wholly-owned subsidiary, Qwest Corporation ("QC" and together with QCII, "we" or "us" or "our"), are offering an expected $1.25 billion aggregate principal amount of senior debt securities in private placements to be conducted pursuant to Rule 144A under the Securities Act of 1933, as amended. On June 8, 2005, QCII issued a press release announcing that it and QC had priced the offering and increased the size of the offering to $1.75 billion aggregate principal amount. The securities will be issued in three series (collectively, the "Notes"):

    A nine-year senior note series priced to yield 8.875 percent with an aggregate principal amount of $600 million at QCII;

    A ten-year senior note series priced at 7.625 percent with an aggregate principal amount of $400 million at QC; and

    An eight-year senior note series with a floating interest rate determined by LIBOR (London Interbank Offered Rate) plus 325 basis points, with an aggregate principal amount of $750 million at QC.

        The sale of the Notes is expected to close on June 17, 2005, subject to customary closing conditions.

        In connection with the pricing of the Notes, QCII and QC each entered into Purchase Agreements, dated June 8, 2005, with the initial purchasers listed therein.

        The net proceeds of the offering will be used for general corporate purposes, including repayment of indebtedness, and funding and refinancing investments in the company and its subsidiaries' telecommunications assets.

        Copies of the press releases announcing the offering and the pricing and upsizing of the offering are furnished as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated herein by reference in their entirety.


Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.

        The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.


Item 8.01. Other Events.

        On June 7, 2005, QCII issued a press release announcing that QC and Qwest Services Corporation, a wholly owned subsidiary of QCII, have commenced fixed spread cash tender offers for:

    any and all of the outstanding QC 65/8% Notes due 2005;

    any and all of the outstanding QC 61/8% Notes due November 15, 2005; and

    any and all of the outstanding Qwest Services Corporation 13.00% Senior Subordinated Secured Notes due 2007.

        A copy of the press release announcing the tender offer is furnished as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.


Item 9.01. Financial Statements and Exhibits.

        (c) Exhibits

Exhibit No.

  Description
99.1   Press Release, dated June 7, 2005

99.2

 

Press Release, dated June 8, 2005

99.3

 

Press Release, dated June 7, 2005
This excerpt taken from the Q 8-K filed Jun 3, 2005.

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 27, 2005

Qwest Communications International Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

001-15577   84-1339282
(Commission File Number)   (IRS Employer Identification No.)

 

 

 
1801 California Street, Denver, Colorado   80202
(Address of Principal Executive Offices)   (Zip Code)

(303) 992-1400
(Registrant's Telephone Number, Including Area Code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 1.01. Entry into a Material Definitive Agreement.

        On May 27, 2005, the Compensation and Human Resources Committee of the Board of Directors of Qwest Communications International Inc. ("Qwest" or the "Company" or "we" or "us" or "our") modified the terms of a restricted stock grant previously made to Richard C. Notebaert, Qwest's Chairman and Chief Executive Officer, to provide Mr. Notebaert an election to pay any taxes due upon the vesting of such restricted stock by electing to have Qwest withhold a portion of the vesting shares to cover such taxes. The restricted stock was originally granted to Mr. Notebaert on June 17, 2002, covers a total of 200,000 shares of Qwest common stock and vests in three equal annual installments beginning one year from the date of grant provided that Mr. Notebaert is employed by Qwest on each such date. The final installment of Mr. Notebaert's restricted stock will vest on June 17, 2005.

This excerpt taken from the Q 8-K filed May 13, 2005.

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 11, 2005

Qwest Communications International Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

001-15577   84-1339282
(Commission File Number)   (IRS Employer Identification No.)

 

 

 
1801 California Street, Denver, Colorado   80202
(Address of Principal Executive Offices)   (Zip Code)

(303) 992-1400
(Registrant's Telephone Number, Including Area Code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 1.01. Entry into a Material Definitive Agreement.

        On May 11, 2005, the Compensation and Human Resources Committee of the Board of Directors of Qwest Communications International Inc. ("Qwest" or the "Company" or "we" or "us" or "our") increased the annual base salary for Paula Kruger, Qwest's Executive Vice President—Consumer Markets Group, to $450,000 in connection with an expansion of her job responsibilities.

This excerpt taken from the Q 8-K filed May 2, 2005.

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 2, 2005

Qwest Communications International Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

001-15577   84-1339282
(Commission File Number)   (IRS Employer Identification No.)

 

 

 
1801 California Street, Denver, Colorado   80202
(Address of Principal Executive Offices)   (Zip Code)

(303) 992-1400
(Registrant's Telephone Number, Including Area Code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 8.01. Other Events.

        On May 2, 2005, Qwest Communications International Inc. ("Qwest" or the "Company" or "we" or "us" or "our") issued the press release attached hereto as Exhibit 99.1.


Item 9.01. Financial Statements and Exhibits.

    (c)
    Exhibits

Exhibit No.
  Description
Exhibit 99.1   Press Release dated May 2, 2005
This excerpt taken from the Q 8-K filed Apr 25, 2005.

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):   April 25, 2005

Qwest Communications International Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

001-15577

 

84-1339282

(Commission File Number)   (IRS Employer Identification No.)

1801 California Street, Denver, Colorado

 

80202

(Address of Principal Executive Offices)   (Zip Code)

(303) 992-1400
(Registrant's Telephone Number, Including Area Code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

        Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

        o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

        o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

        o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

        o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 2.02. Results of Operations and Financial Condition.

        On April 25, 2005, Qwest Communications International Inc. ("Qwest" or the "Company" or "we" or "us" or "our") issued the press release attached hereto as Exhibit 99.1.

This excerpt taken from the Q 8-K filed Mar 14, 2005.

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): March 14, 2005

Qwest Communications International Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

001-15577
(Commission File Number)
  84-1339282
(IRS Employer Identification No.)

1801 California Street, Denver, Colorado
(Address of Principal Executive Offices)

 

80202
(Zip Code)

(303) 992-1400
(Registrant's Telephone Number, Including Area Code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

        Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

    o
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    o
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    o
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    o
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 8.01. Other Events.

        This filing on Form 8-K is being made for the purpose of refiling as an exhibit our service agreement with a subsidiary of The Sprint Corporation. A copy of this agreement was originally filed as an exhibit to our quarterly report on Form 10-Q for the three month period ended September 30, 2004.


Item 9.01. Financial Statements and Exhibits.

(c)
Exhibits

Exhibit No.

  Description
Exhibit 10.1   Private Label PCS Services Agreement between Sprint Spectrum L.P. and Qwest Wireless LLC dated August 3, 2003.†

Application has been made to the Securities and Exchange Commission to seek confidential treatment of certain provisions. Omitted material for which confidential treatment has been requested has been filed separately with the Commission.
This excerpt taken from the Q 8-K filed Mar 2, 2005.

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 1, 2005

Qwest Communications International Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

001-15577   84-1339282
(Commission File Number)   (IRS Employer Identification No.)

 

 

 
1801 California Street, Denver, Colorado   80202
(Address of Principal Executive Offices)   (Zip Code)

(303) 992-1400
(Registrant's Telephone Number, Including Area Code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

ý
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 8.01. Other Events.

        On March 2, 2005, Qwest Communications International Inc. ("Qwest" or the "Company" or "we" or "us" or "our") transmitted a letter to the Board of Directors of MCI, Inc. ("MCI") concerning Qwest's proposed acquisition of MCI. A copy of the letter is attached as Exhibit 99.1 to this Current Report on Form 8-K.

        On March 1, 2005, Richard C. Notebaert, Qwest's Chairman and Chief Executive Officer, and Oren G. Shaffer, Qwest's Vice Chairman and Chief Financial Officer, presented a post-earnings analyst and investor briefing. A copy of the transcript from the presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K.

        This material is not a substitute for the prospectus/proxy statement Qwest and MCI would file with the Securities and Exchange Commission if a negotiated agreement with MCI is reached. Investors are urged to read any such prospectus/proxy statement, when available, which would contain important information, including detailed risk factors. The prospectus/proxy statement would be, and other documents filed by Qwest and MCI with the Securities and Exchange Commission are, available free of charge at the SEC's website (www.sec.gov) or by directing a request to Qwest, 1801 California Street, Denver, Colorado, 80202 Attn: Investor Relations; or by directing a request to MCI, 22001 Loudoun County Parkway, Ashburn, Virginia 20147 Attention: Investor Relations.

This excerpt taken from the Q 8-K filed Mar 1, 2005.

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 28, 2005

Qwest Communications International Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)


 

 
001-15577 84-1339282
(Commission File Number) (IRS Employer Identification No.)

 

 
1801 California Street, Denver, Colorado 80202
(Address of Principal Executive Offices) (Zip Code)

 

 
(303) 992-1400
(Registrant's Telephone Number, Including Area Code)

 

 
N/A
(Former Name or Former Address, if Changed Since Last Report)

        Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

        ý Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

        o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

        o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

        o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 8.01. Other Events.

        Following the close of business on February 28, 2005, Qwest Communications International Inc. ("Qwest" or the "Company" or "we" or "us" or "our") released the additional information set forth on Exhibit 99.1 concerning its proposed acquisition of MCI, Inc. ("MCI").

        This material is not a substitute for the prospectus/proxy statement Qwest and MCI would file with the Securities and Exchange Commission if a negotiated agreement with MCI is reached. Investors are urged to read any such prospectus/proxy statement, when available, which would contain important information, including detailed risk factors. The prospectus/proxy statement would be, and other documents filed by Qwest and MCI with the Securities and Exchange Commission are, available free of charge at the SEC's website (www.sec.gov) or by directing a request to Qwest, 1801 California Street, Denver, Colorado, 80202 Attn: Investor Relations; or by directing a request to MCI, 22001 Loudoun County Parkway, Ashburn, Virginia 20147 Attention: Investor Relations.

This excerpt taken from the Q 8-K filed Feb 24, 2005.

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 24, 2005

Qwest Communications International Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

001-15577   84-1339282
(Commission File Number)   (IRS Employer Identification No.)

 

 

 
1801 California Street, Denver, Colorado   80202
(Address of Principal Executive Offices)   (Zip Code)

(303) 992-1400
(Registrant's Telephone Number, Including Area Code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

ý
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 8.01. Other Events.

        On February 24, 2005, Qwest Communications International Inc. ("Qwest" or the "Company" or "we" or "us" or "our") transmitted a letter to the Board of Directors of MCI, Inc. A copy of this letter is attached as Exhibit 99.1 to this Current Report on Form 8-K.

        This material is not a substitute for the prospectus/proxy statement Qwest and MCI would file with the Securities and Exchange Commission if a negotiated agreement with MCI is reached. Investors are urged to read any such prospectus/proxy statement, when available, which would contain important information, including detailed risk factors. The prospectus/proxy statement would be, and other documents filed by Qwest and MCI with the Securities and Exchange Commission are, available free of charge at the SEC's website (www.sec.gov) or by directing a request to Qwest, 1801 California Street, Denver, Colorado, 80202 Attn: Investor Relations; or by directing a request to MCI, 22001 Loudoun County Parkway, Ashburn, Virginia 20147 Attention: Investor Relations.

This excerpt taken from the Q 8-K filed Feb 22, 2005.

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 22, 2005

Qwest Communications International Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

001-15577   84-1339282
(Commission File Number)   (IRS Employer Identification No.)

 

 

 
1801 California Street, Denver, Colorado   80202
(Address of Principal Executive Offices)   (Zip Code)

(303) 992-1400
(Registrant's Telephone Number, Including Area Code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 8.01. Other Events.

        On February 22, 2005, Qwest Communications International Inc. ("Qwest" or the "Company" or "we" or "us" or "our") announced that the General Services Administration, or GSA, has completed its review of Qwest and has determined that Qwest remains a "responsible" contractor fully eligible to compete for federal government business. A copy of the press release announcing the same is attached as Exhibit 99.1 to this Current Report on Form 8-K. A copy of the letter from the GSA to Qwest relating to the completion of the GSA's review is attached as Exhibit 99.2 to this Current Report on Form 8-K.

This excerpt taken from the Q 8-K filed Feb 18, 2005.

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 17, 2005

Qwest Communications International Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

001-15577   84-1339282
(Commission File Number)   (IRS Employer Identification No.)

 

 

 
1801 California Street, Denver, Colorado   80202
(Address of Principal Executive Offices)   (Zip Code)

(303) 992-1400
(Registrant's Telephone Number, Including Area Code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 1.01. Entry into a Material Definitive Agreement.

        On February 17, 2005, the Compensation and Human Resources Committee (the "Committee") of the Board of Directors (the "Board") of Qwest Communications International Inc. ("Qwest" or the "Company" or "we" or "us" or "our") took the following actions:

    The Committee restated the terms of the 2005 Qwest Management Bonus Plan (the "2005 Bonus Plan"), which was previously approved by the Committee in December 2004, and approved the specific performance targets to be used under the 2005 Bonus Plan. All of Qwest's management employees in non-sales-commissioned positions who are on the payroll during 2005 and who remain on the payroll until the date that is 14 days prior to the bonus payout date are eligible to participate in the 2005 Bonus Plan. Under the 2005 Bonus Plan, bonus payments are calculated using bonus target percentages (expressed as a percentage of base salary) and are adjusted based on a combination of corporate, business unit and individual performance. Corporate and business unit performance are determined by a weighted average of a combination of measures, which may include revenue, operating results, net income, cash flow, capital expenditures and imperatives depending on the department in which an employee works. Individual performance is determined by an evaluation by the supervising manager of overall employee performance compared to established performance objectives and behaviors exhibited by the employee compared to Qwest's brand attributes and values. A summary of the restated 2005 Bonus Plan is attached hereto as Exhibit 10.1.

    The Committee determined that Qwest had achieved the pre-established performance targets under the 2004 Qwest Management Bonus Plan (the "2004 Bonus Plan") and consequently approved the payment of bonuses under the 2004 Bonus Plan. The Committee also approved the individual performance percentages to be used under the 2004 Bonus Plan for Qwest's named executive officers, resulting in the following bonuses:

 
  2004 Annual Bonus
Richard C. Notebaert   $ 2,970,000
Oren G. Shaffer   $ 1,680,000
Barry K. Allen   $ 1,109,110
Richard N. Baer   $ 900,000
Paula Kruger   $ 362,112

        The Committee previously approved the terms of the 2004 Bonus Plan in December 2003 and the specific performance targets to be used under the 2004 Bonus Plan in February 2004.


Item 9.01. Financial Statements and Exhibits.

(c)
Exhibits

Exhibit No.
  Description

Exhibit 10.1   2005 Qwest Management Bonus Plan Summary
This excerpt taken from the Q 8-K filed Feb 15, 2005.

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 15, 2005

Qwest Communications International Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

001-15577   84-1339282
(Commission File Number)   (IRS Employer Identification No.)

 

 

 
1801 California Street, Denver, Colorado   80202
(Address of Principal Executive Offices)   (Zip Code)

(303) 992-1400
(Registrant's Telephone Number, Including Area Code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 2.02. Results of Operations and Financial Condition.

        On February 15, 2005, Qwest Communications International Inc. ("Qwest" or the "Company" or "we" or "us" or "our") announced its financial results for the fourth quarter and full year of 2004. A copy of the press release announcing the same is attached as Exhibit 99.1 to this Current Report on Form 8-K.

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