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):
September 16, 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 9. Sales of Equity Securities Pursuant to Regulation S.
On September 16, 1998, Level 3 Communications, Inc., a Delaware corporation
("Level 3"), issued an aggregate of 150,609 shares of common stock, par value
$.01 per share (the "Common Stock") as the consideration for Level 3's
acquisition of all of the outstanding share capital of Miknet Internet Based
Services GmbH ("Miknet"), a German Internet Service Provider (ISP)
headquartered in Frankfurt. The sale price of the Common Stock on The Nasdaq
National Market on September 11, 1998, the date that was used to determine
the number of shares to be issued in the transaction, was $33.5625. Of
these 150,609 shares of Common Stock, 59,139 shares of Common Stock were
issued by Level 3 pursuant to the exemption from registration under the
Securities Act of 1933, as amended (the "Securities Act") contained in
Regulation S promulgated by the Securities and Exchange Commission (the
"SEC") under the Securities Act.
In relying on the foregoing exemption, Level 3 considered, among other
matters, representations from the former shareholders of Miknet receiving
shares pursuant to Regulation S, that such shareholders were not residents
of the United States nor were they otherwise a "United States person", as
defined under applicable provision of Regulation S. Level 3 also imposed
the relevant offering restrictions required by the provisions of Regulation
S and received the agreement of such shareholders to refrain from
transferring such shares other than as permitted by Regulation S. The
balance of the shares of Common Stock issued as the consideration for the
acquisition of Miknet were issued pursuant to an exemption from registration
provided under Section 4(2) of the Securities Act.
ITEM 7. Financial Statements and Exhibits
None.
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: October 1, 1998 Level 3 Communications, Inc.
/s/ Neil J. Eckstein
By: Neil J. Eckstein
Title: Vice President
