SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report(Date of earliest event reported): November 23, 1998
Level 3 Communications, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 47-0210602
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3555 Farnam Street, Omaha, Nebraska 68131
(Address of principal executive offices) (Zip code)
402-536-3677
(Registrant's telephone number including area code)
Not applicable
(Former name and former address, if changed since last report)
<PAGE>
Item 5. Other Events
On November 23, 1998, Level 3 Communications, Inc. ("Level 3") issued
a press release relating to the proposed offering of its Senior Discount Notes
Due 2008 in a transaction that is exempt from registration under the Securities
Act of 1933, as amended (the "Securities Act"). As required by Rule 135(c) under
the Securities Act, this press release is filed as Exhibit 99.1 to this Current
Report and incorporated by reference as if set forth in full.
On December 2, 1998, Level 3 issued a press release relating to the
closing of its offering of Senior Discount Notes Due 2008 in a transaction that
is exempt from registration under the Securities Act of 1933, as amended (the
"Securities Act"). As required by Rule 135(c) under the Securities Act, this
press release is filed as Exhibit 99.2 to this Current Report and incorporated
by reference as if set forth in full.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of business acquired
None
(b) Pro forma financial information
None
(c) Exhibits
99.1 Press Release dated November 23, 1998 related to proposed offering of
Senior Discount Notes Due 2008.
99.2 Press Release dated December 2, 1998 related to closing of offering of
10 1/2% Senior Discount Notes Due 2008.
<PAGE>
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, thereunto duly authorized.
Level 3 Communications, Inc.
December 2, 1998 By: /s/ Neil J. Eckstein
Date Neil J. Eckstein, Vice President
Exhibit 99.1
[LOGO]
For Immediate Release
Contacts:
News Media: Josh Howell Investors: Julie Stangl
402/943-1309 402/943-1310
Steve Ingish
402/943-1337
LEVEL 3 COMMUNICATIONS ANNOUNCES
PROPOSED PRIVATE DEBT OFFERING
OMAHA, NE, November 23, 1998 -- Level 3 Communications, Inc. (Nasdaq:LVLT)
announced today that it plans to raise approximately $500 million in a proposed
private offering of senior discount notes to "qualified institutional buyers" as
defined in Rule 144A under the Securities Act of 1933 and pursuant to offers and
sales that occur outside the United States in accordance with Regulation S under
the Securities Act of 1933.
The senior discount notes proposed to be offered by Level 3 will not be
registered under the Securities Act of 1933 or any state securities laws and,
unless so registered may not be offered or sold except pursuant to an applicable
exemption from the registration requirements of the Securities Act of 1933 and
applicable state securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the proposed senior discount notes.
The statements made by Level 3 in this press release may be
forward-looking in nature. Actual results may differ materially from those
projected in forward-looking statements. Level 3 believes that its primary risk
factors include, but are not limited to: substantial capital requirements,
development of effective internal processes and systems; the ability to attract
and retain high quality employees; changes in the overall economy; technology;
the number and size of competitors in its markets; law and regulatory policy;
and the mix of products and services offered in the company's target markets.
Additional information concerning these and other important factors can be found
within Level 3's filings with the Securities and Exchange Commission. Statements
in this release should be evaluated in light of these important factors.
-30-
L3112398
Exhibit 99.2
[LOGO]
Level 3 Communications, Inc.
3555 Farnam Street
Omaha, Nebraska 68131
www.Level3.com
NEWS RELEASE
For Immediate Release
Contacts:
News Media: Josh Howell Investors: Julie Stangl
402/943-1309 303/926-3575
Steve Ingish
402/943-1337
LEVEL 3 COMMUNICATIONS CLOSES SENIOR DISCOUNT NOTE OFFERING
Company Raises $500 Million of Gross Proceeds
OMAHA, NEBRASKA, December 2, 1998 - Level 3 Communications, Inc.
(Nasdaq: LVLT) today announced that it has sold $833,815,000 aggregate principal
amount of 10 1/2% Senior Discount Notes Due 2008 in a transaction that is exempt
from registration under the Securities Act of 1933, as amended. The issue price
of the Senior Discount Notes was $599.66 per $1,000 principal amount at
maturity, which represents a yield to maturity of 10 1/2%, calculated from
December 2, 1998. The Senior Discount Notes will mature on December 1, 2008 and
are senior, unsecured obligations of Level 3, ranking pari passu with all
existing and future senior unsecured indebtedness of Level 3. Cash interest will
not accrue on the Senior Discount Notes prior to December 1, 2003, unless Level
3 elects to commence the accrual on or after December 1, 2001.
The net proceeds to Level 3 in the offering were approximately $486
million, after deducting anticipated offering expenses. Level 3 currently
intends to use the net proceeds of the offering to accelerate the implementation
of its business plan, including funding for (a) an increase in committed (that
is, prefunded) number of route miles of Level 3's U.S. intercity network from
9,000 to approximately 16,000, (b) an expansion of the fiber loops, number of
buildings connected and collocation space in the Company's U.S. cities, (c) an
expansion of the fiber loops, number of buildings connected and collocation
space in the Company's European cities, (d) purchases of undersea cable capacity
and (e) general corporate purposes, including acquisitions.
The securities offered by Level 3 have not been registered under the
Securities Act of 1933, as amended, and may not be offered or sold in the United
States absent registration or an applicable exemption from such Act's
registration requirements.
About Level 3 Communications
Level 3 Communications, Inc., is a communications and information
services company that is building the first international network optimized for
Internet Protocol technology. The Level 3 Network will combine both local and
long distance networks, connecting customers end-to-end across the U.S. and in
Europe and Asia. The company expects to complete the U.S. inter-city portion of
the network during the first quarter of 2001. In the interim, Level 3 has signed
an agreement to lease a national network over which it began to offer services
in the third quarter of 1998. Level 3 will provide a full range of
communications services (including local, long distance, international and
Internet services). Level 3's common stock is traded on The Nasdaq National
Market under the symbol LVLT. Its World Wide Web address is www.Level3.com.
The statements made by Level 3 in this press release may be
forward-looking in nature. Actual results may differ materially from those
projected in forward-looking statements. Level 3 believes that its primary risk
factors include, but are not limited to: substantial capital requirements,
development of effective internal processes and systems; the ability to attract
and retain high quality employees; changes in the overall economy; technology;
the number and size of competitors in its markets; law and regulatory policy;
and the mix of products and services offered in the company's target markets.
Additional information concerning these and other important factors can be found
within Level 3's filings with the Securities and Exchange Commission. Statements
in this release should be evaluated in light of these important factors.
-30-
