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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ____)*
Level 3 Communications, Inc.
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(Name of Issuer)
Common Stock $0.01 Par Value
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(Title of Class of Securities)
52729N-10-0
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(CUSIP Number)
John Fox
Community Financial, Inc.
Senior Vice President
3033 East 1st Avenue, Suite 200
Denver, CO 80206
303-394-5338
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 31, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [_].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See (S)240.13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP No. 52729N-10-0 PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON Donald L. Sturm
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [_]
(B) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not applicable.
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF 7 SOLE VOTING POWER
SHARES 8,608,515
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 578,360
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 8,608,515
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 578,360
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,186,875
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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ITEM 1. SECURITY AND ISSUER
The class of securities to which this statement relates is the $0.01 par value
Common Stock ("Common Stock") of Level 3 Communications, Inc., a Delaware
corporation (the "Issuer"). The Issuer's principal executive offices are
located at 3555 Farnam Street, Omaha, Nebraska 68131. Each share of Common
Stock is entitled to one vote.
ITEM 2. IDENTITY AND BACKGROUND
a) This statement is being filed by Donald L. Sturm, as an individual
("Investor"), a Co-Trustee of the Melanie L. Sturm Revocable Trust, and the sole
Trustee of the Robert B. Sturm Irrevocable Trust and the Donald L. Sturm
Charitable Trust. Investor is also filing as the general partner of Sturm
Family Capital Ltd., a limited partnership, and as a board member for the
University of Denver.
b) The Investor's business address is 3033 East 1st Avenue, Suite 200, Denver,
CO 80206.
c) Investor.
d) The Investor has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
e) The Investor has not, during the last five years, been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction, as a
result of which the Investor was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or State securities laws or finding any violation with
respect to such laws.
f) The Investor is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not applicable. No source of funds were utilized. See Item 5(c).
ITEM 4. PURPOSE OF TRANSACTION
The Investor acquired his Common Stock for investment purposes.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
a) The Investor owns directly 7,805,155 shares. As Co-Trustee for Melanie L.
Sturm, he is the beneficial owner of 503,360 shares; as Trustee for Robert B.
Sturm, he is the beneficial owner of 503,360 shares; as Trustee for the Donald
L. Sturm Charitable Trust, he is the beneficial owner of 150,000 shares; as
general partner of Sturm Family Capital Ltd., he is the beneficial owner of
150,000 shares; and as a member of the board of directors of the University of
Denver, he beneficially owns 75,000 shares. In total, Investor is the
beneficial owner of 9,186,875 shares of Common Stock. This amount represents
6.3% of the Issuer's issued and outstanding Common Stock. The Investor retains
both voting and investment power over such shares of Common Stock. The
Transaction was consummated on March 31, 1998.
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b) Investor has the sole power to vote and to dispose of 8,608,515 shares
individually, as Trustee for Robert B. Sturm and the Donald L. Sturm Charitable
Trust, and as general partner of Sturm Family Capital Ltd. As Co-Trustee of the
Melanie L. Sturm Revocable Trust, Investor has the shared power to vote and to
dispose of 503,360 shares with Melanie L. Sturm. As a member of the board of
directors of the University of Denver, Investor has the shared power to vote and
to dispose of 75,000 shares with the other board of directors.
c) The Investor acquired his Common Stock in connection with a series of
transactions (the "Transaction") that resulted in the separation of the
construction business and the diversified business of the Issuer into two
independent companies. The Transaction included the merger of a wholly-owned
subsidiary with the Issuer, the distribution by the Issuer of all of the capital
stock of a subsidiary, the redesignation of the Issuer's Class D common stock as
Common Stock, the change of the name of the Issuer and the listing of the Issuer
on the NASDAQ National Market. The Transaction is further described in the
Registration Statement filed by the Issuer on Form S-4 (Registration No. 333-
34627.
d) Not applicable.
e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
May 5, 1998 /s/Donald L. Sturm
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Date Signature
Donald L. Sturm
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Name/Title
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