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Technology Stocks : Qwest Communications (Q) (formerly QWST) -- Ignore unavailable to you. Want to Upgrade?

To: Nick who wrote (4828)	8/5/1999 7:45:00 AM
From: Scotsman	Read Replies (3) \| Respond to of 6846

I am one of those apparerently rare investors in Qwest that would be very unhappy if the USW deal fell through. Qwest was a great growth company, but you had LVLT, GBLX, MFNX, T, and a host of others buiding fiber networks. Bandwidth will become a commodity, probably faster than you think. So Qwest, although ahead, would soon not be making much money as the price of bandwidth plummited. By the purchase of USW, they get lots of customers locked up and a whole bunch of value added last mile products, such as DSL, that they can bundle up. Also it makes them much more valuable. Sure, lots of short term pain as people that were growth players, momentum players, and dividend investors bail out. But over the long term, and I mean 3-5 years, its a good deal. I don't want some company that will pop up to 45 only to slowly fall back to the 20's with no hope of recovery. I want a company strong and trading much higher, and I don't mind waiting. So if the USW deal falls through, I'm out. I would have no faith in Nacchio, no faith in Qwest as a long term investment. But thats not going to happen. The 22.5 price limit is measured right before the take over,which is months away. By then Qwest will probably be far from the 20's.

To: Nick who wrote (4828)	8/5/1999 9:50:00 AM
From: Harry J.	Read Replies (2) \| Respond to of 6846

Nick - to expand on your response - According to section 8.01(g) of the "Agreement and Plan of Merger" attached to QWST's Form 8-K filed with the SEC on July 20th, USWest can terminate (i) if the Average Price of QWST is less than $22.00 or (ii) if the closing price of QWST common stock for 20 consecutive trading days is $22.00 and within 5 business days of those 20 days USW notifies QWST of its intent to terminate. "Average Price" is defined in section 2.02(c) of the A&PofM attached to the 8-K (I'm paraphrasing here) as the average of the volume weighted averages of the trading prices on QWST common stock for a random selection of 15 of the 30 trading days preceding the date on which the parties think they can close the deal (sometimes called the Closing Date). It thus appears that we longs don't have to worry (at least in the abstract) about the price of QWST and its effect on the proposed merger until a month or so before the deal would be consummated. We have lots of regulatory and shareholder governance events to wade through before we get that far. Of course, this opinion is worth what you paid for it, and I suggest that you do your own reading and interpreting. 8-) While I was browsing the SEC's Edgar database for this stuff, I also noted that Bell South filed a Schedule 13D on June 8, 1999, and amended it on July 19, 1999. That Schedule publicly sets out Bell South's thinking, as required by various securities law provisions because Bell South holds lots of shares, on its investment in QWST. Again, that's my understanding of the purpose of the 13D, and the official purpose might be something else. The amendment is one page, but the June 8th filing is 70 pages or thereabouts. Happy reading. Regards, Harry