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Qwest Communications Urges MCI Board to Level Playing Field, Declare Its Offer Superior.


DENVER -- In BW5629 issued April 01, 2005: Fourth graph, first sentence of release should read: "In a dubious example of corporate governance Corporate Governance

The relationship between all the stakeholders in a company. This includes the shareholders, directors, and management of a company, as defined by the corporate charter, bylaws, formal policy, and rule of law.
, the Board of MCI (1) (Media Control Interface) A high-level programming interface from Microsoft and IBM for controlling multimedia devices. It provides commands and functions to open, play and close the device.

(2) (Microwave Communications Inc.
 has ceded its ability to terminate its agreement with Verizon for a Superior Proposal, a concession that is inconsistent with its obligation to maximize value for MCI shareholders (sted "In a dubious example of corporate governance, the Board of MCI has ceded to Verizon its obligation to maximize value for MCI shareholders).

The corrected release reads:

QWEST COMMUNICATIONS
For the holding company, see Qwest. For the Bell Operating Company, see Qwest Corporation.
Qwest Communications Corporation is a long distance subsidiary of Qwest that was, until 1995, known as Southern Pacific Telecommunications Company.
 URGES MCI BOARD TO LEVEL PLAYING FIELD See net neutrality. , DECLARE ITS OFFER SUPERIOR

Qwest Communications International Inc. (NYSE NYSE

See: New York Stock Exchange
:Q) issued the following statement in response to comments made earlier today by MCI and Verizon.

"The recent series of bids and counter bids make it clear this has become an auction in all but name -- the very process that Mr. Seidenberg said Verizon would not be drawn into. Given this fact, we urge the MCI Board to cease its favoritism, stop attempting to tilt the regulatory playing field and run a fair, transparent, complete and timely sales process A sales process is a systematic approach for performing product or service sales. The reasons for having a sales process include seller and buyer risk management, achieving standardized customer interaction in sales and scalable revenue generation. . Only such an auction is consistent with the MCI Board's execution of its fiduciary responsibilities and in the best interests of all involved.

"On Tuesday, March 29, after several weeks of discussions, Mr. Capellas informed us that the MCI Board did not require any additional information or discussions regarding its ability to evaluate Qwest and that they had received all of the information they needed. In addition, Qwest informed Mr. Capellas that it had completed its due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired.  process. Therefore, it is questionable what additional information the MCI Board would require at this time.

"In a dubious example of corporate governance, the Board of MCI has ceded its ability to terminate its agreement with Verizon for a Superior Proposal, a concession that is inconsistent with its obligation to maximize value for MCI shareholders. In fact, they now no longer have the right to negotiate and conclude a value creative transaction on behalf of their owners. We believe our latest offer of $27.50 per share is clearly superior, and we have provided a significant amount of detail surrounding it. Therefore the MCI Board should now declare that our offer is superior.

"Based on today's press reports, we note with interest that some of MCI's largest shareholders consider our offer to be superior. We believe that any attempt to deny shareholders the value we are offering would be a dereliction dereliction n. 1) abandoning possession, which is sometimes used in the phrase "dereliction of duty." It includes abandoning a ship, which then becomes a "derelict" which salvagers can board.  of fiduciary duty Noun 1. fiduciary duty - the legal duty of a fiduciary to act in the best interests of the beneficiary
legal duty - acts which the law requires be done or forborne
 on the part of the MCI's Board.

"We fully expect the MCI Board to notify us of its decision by April 5."

About Qwest

Qwest Communications International Inc. (NYSE:Q) is a leading provider of voice, video and data services. With more than 40,000 employees, Qwest is committed to the "Spirit of Service" and providing world-class services that exceed customers' expectations for quality, value and reliability. For more information, please visit the Qwest Web site at www.qwest.com.

Forward-Looking Statement forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 Note

This release may contain projections and other forward-looking statements that involve risks and uncertainties. These statements may differ materially from actual future events or results. Readers are referred to the documents filed by us with the Securities and Exchange Commission, specifically the most recent reports which identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements, including but not limited to: access line losses due to increased competition, including from technology substitution of our access lines with wireless and cable alternatives; our substantial indebtedness, and our inability to complete any efforts to de-lever our balance sheet through asset sales or other transactions; any adverse outcome of the current investigation by the U.S. Attorney's office in Denver into certain matters relating to relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 us; adverse results of increased review and scrutiny by regulatory authorities Noun 1. regulatory authority - a governmental agency that regulates businesses in the public interest
regulatory agency

administrative body, administrative unit - a unit with administrative responsibilities
, media and others (including any internal analyses) of financial reporting issues and practices or otherwise; rapid and significant changes in technology and markets; any adverse developments in commercial disputes or legal proceedings All actions that are authorized or sanctioned by law and instituted in a court or a tribunal for the acquisition of rights or the enforcement of remedies. , including any adverse outcome of current or future legal proceedings related to matters that are the subject of governmental investigations, and, to the extent not covered not covered Health care adjective Referring to a procedure, test or other health service to which a policy holder or insurance beneficiary is not entitled under the terms of the policy or payment system–eg, Medicare. Cf Covered.  by insurance, if any, our inability to satisfy any resulting obligations from funds available to us, if any; potential fluctuations in quarterly results; volatility of our stock price; intense competition in the markets in which we compete including the likelihood of certain of our competitors consolidating with other providers or otherwise reorganizing their capital structure to more effectively compete against us; changes in demand for our products and services; acceleration of the deployment of advanced new services, such as broadband data, wireless and video services, which could require substantial expenditure of financial and other resources in excess of contemplated levels; higher than anticipated employee levels, capital expenditures and operating expenses Operating expenses

The amount paid for asset maintenance or the cost of doing business, excluding depreciation. Earnings are distributed after operating expenses are deducted.
; adverse changes in the regulatory or legislative environment affecting our business; changes in the outcome of future events from the assumed outcome included in our significant accounting policies; our ability to utilize net operating losses Net operating losses

Losses that a firm can take advantage of to reduce taxes.
 in projected amounts; our inability to provide any assurance as to whether we will be successful in our effort to acquire MCI, Inc.; and whether in the event of an acquisition we realize synergies in the amounts, at the times and at the related costs projected and whether regulatory approvals will be received within the timeframe projected and that such approvals will not be materially adverse to the projected operations of the combined company following the merger.

The information contained in this release is a statement of Qwest's present intention, belief or expectation and is based upon, among other things, the existing regulatory environment, industry conditions, market conditions and prices, the economy in general and Qwest's assumptions. Qwest may change its intention, belief or expectation, at any time and without notice, based upon any changes in such factors, in Qwest's assumptions or otherwise. The cautionary statements contained or referred to in this release should be considered in connection with any subsequent written or oral forward-looking statements that Qwest or persons acting on its behalf may issue. This release may include analysts' estimates and other information prepared by third parties for which Qwest assumes no responsibility.

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 the date hereof here·of  
adv.
Of this.


hereof
Adverb

Formal or law of or concerning this

Adv. 1. hereof - of or concerning this; "the twigs hereof are physic"
 or to reflect the occurrence of unanticipated events.

By including any information in this release, Qwest does not necessarily acknowledge that disclosure of such information is required by applicable law or that the information is material.

The Qwest logo is a registered trademark of Qwest Communications International Inc. in the U.S. and certain other countries.
COPYRIGHT 2005 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2005, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Apr 2, 2005
Words:1120
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