UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 25, 1998
LEVEL 3 COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-15658 47-0210602
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
3555 Farnam Street, Omaha, Nebraska 68131
(Address of principal executive offices and zip code)
Registrants telephone number, including area code:
(402) 536-3677
ITEM 4. Changes in Registrant's Certifying Accountant.
(a) Information required by Item 304(a)(1) of Regulation S-K.
i) PricewaterhouseCoopers LLP (formerly Coopers & Lybrand L.L.P. which
became PricewaterhouseCoopers LLP on July 1, 1998) was dismissed as the
Registrant's independent accountants effective as of the close of
business on August 25, 1998.
ii) The reports of PricewaterhouseCoopers LLP on the consolidated financial
statements of the registrant at December 27, 1997 and December 28, 1996,
and for the three years ended December 27, 1997 contain no adverse
opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principle.
iii) The Registrant's Audit Committee participated in and approved the
decision to change independent accountants.
iv) In connection with its audits for the two most recent fiscal years and
through August 25, 1998 there have been no disagreements with
PricewaterhouseCoopers LLP on any matter of accounting principle or
practice, financial statement disclosure, or auditing scope or procedure,
which disagreements if not resolved to the satisfaction of
PricewaterhouseCoopers LLP, would have caused PricewaterhouseCoopers LLP
to make reference thereto in their report on the financial statements
for such years.
v) During the two most recent fiscal years and through August 25, 1998 there
have been no reportable events (as defined in Regulation S-K Item
304(a)(1)(v)).
(b) Information required by Item 304(a)(2) of Regulation S-K .
The Registrant engaged Arthur Andersen LLP as its new independent accountants
as of August 26, 1998. During the most recent two fiscal years and through
August 25, 1998, the Registrant has not consulted with Arthur Andersen LLP on
items which (1) were or should have been subject to SAS 50, or (2) concerned
the subject matter of a disagreement or reportable event with the
Registrant's former auditor (both as set forth in Regulation S-K
Item 304(a)(2)).
The Registrant has requested that PricewaterhouseCoopers LLP provide it with
a letter addressed to the SEC stating whether or not it agrees with the
above statements. A copy of that letter dated August 31, 1998 is filed as
Exhibit 16 to this Form 8-K.
EXHIBITS
16. Letter from PricewaterhouseCoopers LLP to the Securities and Exchange
Commission dated August 31, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: August 31, 1998 Level 3 Communications, Inc.
\s\ Eric J. Mortensen
----------------------------
By: Eric J. Mortensen
Title: Controller (Principal
Accounting Officer)
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
August 31, 1998
Commissioners:
We have read the statements made by Level 3 Communications, Inc. (copy
attached), which we understand will be filed with the Commission, pursuant
to Item 4 of Form 8-K, as part of the Company's Form 8-K report dated
August 31, 1998. We agree with the statements concerning our firm in such
Form 8-K. We have no basis to agree or disagree with the Registrant's
statements regarding Arthur Andersen LLP.
Very truly yours,
\s\ PricewaterhouseCoopers LLP
