<PAGE>
As filed with the Securities and Exchange Commission on February 17, 1999
Registration No. 333-71713
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LEVEL 3 COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 47-0210602
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
</TABLE>
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3555 Farnam Street
Omaha, Nebraska 68131
(402) 536-3677
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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THOMAS C. STORTZ, ESQ.
Senior Vice President, General Counsel and Secretary
3555 Farnam Street
Omaha, Nebraska 68131
(402) 536-3677
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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with copies to:
JOHN S. D'ALIMONTE, ESQ.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019-6099
(212) 728-8000
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Approximate date of commencement of proposed sale to the public: From time
to time, after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment that specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities and it is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion, Dated February 17, 1999
Prospectus
Level 3 Communications, Inc.
4,675,451 Shares of Common Stock
The stockholders of Level 3 Communications, Inc. listed on page 3 are
offering and selling 4,675,451 shares of our common stock under this
prospectus.
Our common stock is quoted on the Nasdaq National Market under the symbol
LVLT. The closing price of our common stock on the Nasdaq National Market was
$55.00 per share on February 16, 1999.
The selling stockholders may offer their shares of common stock through
public or private transactions, at prevailing market prices, or at privately
negotiated prices.
We will not receive any of the proceeds from the sale of the common stock.
Investing in our common stock involves a high degree of risk. See "Risk
Factors" on page 1 for a discussion of matters that you should consider before
buying shares of our common stock.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
The date of this prospectus is , 1999
<PAGE>
Table of Contents
<TABLE>
<CAPTION>
Page
----
<S> <C>
Where You Can Find More Information........................................ 1
Risk Factors............................................................... 1
The Company................................................................ 2
Application of Proceeds.................................................... 2
Selling Stockholders....................................................... 3
Description of Outstanding Capital Stock................................... 4
Common stock............................................................. 4
Preferred stock.......................................................... 4
Anti-takeover provisions................................................. 4
Plan of Distribution....................................................... 5
Legal Matters.............................................................. 6
Experts.................................................................... 6
</TABLE>
<PAGE>
Where You Can Find More Information
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and
copy any document we file at the SEC's public reference room at 450 Fifth
Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330
for further information on the public reference room. Our SEC filings are also
available at the offices of the Nasdaq National Market, in Washington, D.C.
The SEC allows us to incorporate by reference the information we file with
them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We
incorporate by reference our documents listed below and any future filings we
make with the SEC under sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act until we sell all of the securities.
. Annual report on Form 10-K/A for the fiscal year ended December 27, 1997
. Quarterly reports on Form 10-Q for the quarters ended March 31, 1998,
June 30, 1998 and September 30, 1998
. Current reports on Form 8-K, filed June 9, 1998, September 1, 1998,
October 1, 1998, October 5, 1998, December 2, 1998 and December 7, 1998
and on Form 8-K/A, filed April 30, 1998 and February 17, 1999
. Registration statements on Forms 8-A/A filed March 31, 1998 and June 10,
1998
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:
Vice President, Investor Relations
Level 3 Communications, Inc.
1450 Infinite Drive
Louisville, CO 80027
303-926-3000
You should rely only on the information incorporated by reference or
provided in this prospectus. We have not authorized anyone else to provide you
with different information. We are not making an offer of these securities in
any state where the offer is not permitted. You should not assume that the
information in this prospectus is accurate as of any date other than the date
on the front of the document.
Risk Factors
Before you invest in shares of our common stock, you should carefully
consider the risks involved. These risks include, but are not limited to:
. the risks described in our current report on Form 8-K/A filed with SEC
on February 17, 1999, which is incorporated by reference in this
prospectus; and
. any risks that may be described in any other filings we make with the
SEC.
<PAGE>
The Company
We engage in the information services, communications and coal mining
businesses through ownership of operating subsidiaries and substantial equity
positions in public companies. In late 1997, we announced a business plan to
increase substantially our information services business and to expand the
range of services we offer. We are implementing our business plan by building
an advanced communications network based on internet protocol technology.
Since late 1997, we have substantially increased the emphasis we place on
and the resources devoted to our communications and information services
business. We intend to become a facilities-based provider of a broad range of
integrated communications services. A facilities-based provider is one that
owns or leases a substantial portion of the plant, property and equipment
necessary to provide its services. To reach this goal, we plan to expand
substantially the business of our subsidiary PKS Information Services, Inc.
and to create our communications network. We will create this network through
a combination of construction, purchase and leasing of facilities and other
assets. We are designing our network based on internet protocol technology in
order to leverage the efficiencies of this technology to provide lower cost
communications services.
Our network will combine both local and long distance networks and will
connect customers end-to-end across the U.S. and in Europe and Asia. We expect
to complete the U.S. intercity portion of the network during the first quarter
of 2001. In the meantime, we have leased a national network over which we
began to offer services in the third quarter of 1998. We intend to provide a
full range of communications services--including local, long distance,
international and internet services.
Our principal executive offices are located at 3555 Farnam Street, Omaha,
Nebraska 68131 and our telephone number is (402) 536-3677. We are constructing
a new headquarters outside of Denver, Colorado, which we expect to begin
occupying during the summer of 1999.
Application of Proceeds
We will not receive any of the proceeds from the sale of the shares of
common stock by the selling stockholders.
2
<PAGE>
Selling Stockholders
We issued the shares of common stock to the selling stockholders in
connection with our acquisitions of XCOM Technologies, Inc. in April 1998 and
GeoNet Communications, Inc. in September 1998. We are registering the selling
stockholders' shares of common stock under the terms of registration rights
agreements that we entered into with the former XCOM Technologies, Inc.
stockholders and the former GeoNet Communications, Inc. shareholders. Our
registration of the shares of common stock does not necessarily mean that the
selling stockholders will sell shares of common stock.
The following table lists certain information concerning the selling
stockholders, including the number of shares of common stock beneficially
owned by each selling stockholder as of February 1, 1999 and the number of
shares of common stock that each selling stockholder may sell under this
prospectus. Beneficial ownership is determined in the table in accordance with
Rule 13d-3 under the Securities Exchange Act. Each selling stockholder owns
less than 1% of the total number of shares of common stock outstanding. The
table assumes that all of the shares of common stock held by each selling
stockholder are sold, and that no selling stockholder will acquire additional
shares of common stock before the completion of this offering.
<TABLE>
<CAPTION>
Shares Shares
Beneficially Shares Beneficially
Owned Prior to Being Owned After
Selling Stockholder Offering Offered Offering
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<S> <C> <C> <C>
Family Living Trust of John G. Balletto
and Marni A. Balletto dated 8/12/98(1).. 5,574 5,574 0
Sunrise Capital Fund I, LLC(1)........... 8,361 8,361 0
Robert Peters and Carolyn Peters, Trust-
ees of the Robert W. Peters and Carolyn
H. Peters 1992 Trust UTA 1/10/92(1)..... 2,787 2,787 0
Thomas J. Cervantez(1)................... 2,007 2,007 0
Adam Waters(1)........................... 251 251 0
CEA Montgomery Media, LLC(2)............. 29,937 29,937 0
Dean Witter Reynolds, Inc. Custodian for
Robert R. Lux IRA Rollover dated
9/1/89(1)............................... 1,394 1,394 0
Seok Ki Kim(1)........................... 13,935 13,935 0
Christopher Duncan(1).................... 74 74 0
Donna J. Booher(1)....................... 3,763 3,763 0
John A. Russo(1)......................... 401,318 401,318 0
AK Investments, Inc.(1).................. 41,804 41,804 0
David F. Callan(3)....................... 754,079 754,079 0
Shawn Lewis(3)........................... 560,256 560,256 0
Scott Morrisse(3)........................ 157,668 157,668 0
Robert Benedict(3)....................... 78,836 78,836 0
Paula Wood(3)............................ 52,556 52,556 0
Lori Lilly(3)............................ 52,556 52,556 0
Battery Ventures IV, LP(3)............... 747,557 747,557 0
Battery Investment Partners IV, LLC(3)... 11,395 11,395 0
Matrix Partners IV, LP(3)................ 1,511,860 1,511,860 0
Matrix IV Entrepreneurs Fund, LP(3)...... 79,572 79,572 0
A.T.T. IV, N.V.(4)....................... 157,911 157,911 0
</TABLE>
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(1) Former shareholder of GeoNet Communications, Inc., which we acquired in
September 1998.
(2) Former financial advisor to GeoNet Communications, Inc., which we acquired
in September 1998.
(3) Former stockholder of XCOM Technologies, Inc., which we acquired in April
1998.
(4) Former holder of warrants to purchase XCOM Technologies, Inc. common
stock, which we assumed in connection with that acquisition.
We may amend or supplement this prospectus from time to time in the future
to update or change this list of selling stockholders and shares which may be
offered and sold.
3
<PAGE>
Description of Outstanding Capital Stock
We have summarized some of the terms and provisions of our outstanding
capital stock in this section. The summary is not complete. We have also filed
our restated certificate of incorporation, our by-laws and the certificate of
designation relating to the Series A preferred stock as exhibits to our annual
report on Form 10-K. You should read our restated certificate of incorporation
and our by-laws and the certificate of designation relating to the Series A
preferred stock for additional information before you purchase any of our
common stock.
As of January 1, 1999, our authorized capital stock was 518,500,000 shares.
Those shares consisted of:
. 500,000,000 shares of common stock, par value $.01 per share;
. 10,000,000 shares of preferred stock, par value $.01 per share; and
. 8,500,000 shares of Class R convertible common stock, par value $.01 per
share.
As of January 1, 1999, there were 307,868,632 shares of common stock, no
shares of preferred stock and no shares of Class R convertible common stock
outstanding.
Common stock
Subject to the senior rights of preferred stock which may from time to time
be outstanding, holders of common stock are entitled to receive dividends
declared by the board of directors out of funds legally available for their
payment. Upon dissolution and liquidation of our business, holders of common
stock are entitled to a ratable share of our net assets remaining after
payment to the holders of the preferred stock of the full preferential amounts
they are entitled to. All outstanding shares of common stock are fully paid
and nonassessable.
The holders of common stock are entitled to one vote per share on all
matters submitted to a vote of stockholders. Holders of common stock are not
entitled to cumulative voting for the election of directors. They are not
entitled to preemptive rights.
The transfer agent and registrar for the common stock is Norwest Bank
Minnesota, N.A.
Preferred stock
The preferred stock has priority over the common stock with respect to
dividends and to other distributions, including the distribution of assets
upon liquidation. The board of directors is authorized to fix and determine
the terms, limitations and relative rights and preferences of the preferred
stock, to establish series of preferred stock and to fix and determine the
variations as among series. The board of directors without stockholder
approval could issue preferred stock with voting and conversion rights which
could adversely affect the voting power of the holders of common stock. The
board of directors has designated 500,000 shares of Series A junior
participating preferred stock. Series A junior participating preferred stock
will be issued in units consisting of one one-thousandth of a share of Series
A junior participating preferred stock. Series A junior participating
preferred stock is on a parity with the common stock with respect to dividends
and to other distributions, including the distribution of assets on
liquidation. Quarterly dividends per unit equal the amount of the quarterly
dividend paid per share of common stock, when, as and if declared by the board
of directors. The holders of units are entitled to one vote per unit, voting
together with the common stock on all matters submitted to the stockholders.
As of the date of this prospectus, there are no outstanding shares of
preferred stock.
Anti-takeover provisions
We currently have provisions in our restated certificate of incorporation
and by-laws that could have an anti-takeover effect. The provisions in the
restated certificate of incorporation include:
. a classified board of directors;
. a prohibition on our stockholders taking action by written consent;
4
<PAGE>
. the requirement that special meetings of stockholders be called only by
the board of directors or the chairman of the board; and
. the requirement of the affirmative vote of at least 66 2/3% of our
outstanding shares of stock entitled to vote thereon to adopt, repeal,
alter, amend or rescind our by-laws.
The by-laws contain specific procedural requirements for the nomination of
directors and the introduction of business by a stockholder of record at an
annual meeting of stockholders where such business is not specified in the
notice of meeting or brought by or at the discretion of the board of
directors. In addition to these provisions, the board of directors has adopted
a stockholder's rights plan, under which rights were distributed in a
dividend. These rights entitle the holder to acquire units of participating
preferred stock, which is exercisable upon the occurrence of certain events,
including the acquisition by a person or group of a specified percentage of
the common stock.
Plan of Distribution
The securities offered by this prospectus may, upon compliance with
applicable state securities laws, be sold from time to time directly by the
selling stockholders or, to the extent permitted by the GeoNet registration
rights agreement, by certain of their transferees or successors in interest,
or in negotiated transactions and in the over-the-counter market through the
Nasdaq National Market. The shares of common stock may be sold by one or more
of the following means:
. a block trade in which the broker or dealer so engaged will attempt to
sell the shares of common stock as agent but may position and resell a
portion of the block as principal to facilitate the transaction;
. purchases by a broker or dealer as principal and resale by that broker
or dealer for its account;
. ordinary brokerage transactions in which the broker solicits purchasers;
. in connection with short sales or the writing of call options, in
hedging transactions and in settlement of other transactions in
standardized or over-the-counter options; and
. direct sales to one or more purchasers.
In addition, any securities covered by this prospectus which qualify for sale
under Rule 144, may be sold under Rule 144 rather than this prospectus.
Alternatively, the selling stockholders may from time to time offer the
securities offered by this prospectus through underwriters, dealers or agents,
who may receive compensation in the form of underwriting discounts,
concessions or commissions from the selling stockholders or the purchasers of
securities for whom they may act as agents.
The selling stockholders and any underwriters, dealers or agents that
participate in the distribution of securities offered by this prospectus may
be deemed to be underwriters. Any profit on the sale of those securities by
them and any discounts, commissions or concessions they receive might be
deemed to be underwriting discounts and commissions under the Securities Act.
At the time a particular underwritten offer of securities is made, to the
extent required, a supplement to this prospectus will be distributed which
will set forth the aggregate amount of securities being offered and the terms
of the offering. These terms will include the name or names of any
underwriters, dealers or agents, and discounts, commissions and other items
constituting compensation from the selling stockholders and any discounts,
commissions or concessions allowed or reallowed or paid to dealers.
The securities offered by this prospectus may be sold from time to time in
one or more transactions at market prices prevailing at the time of sale, at a
fixed offering price, which may be changed, at varying prices determined at
the time of sale or at negotiated prices.
5
<PAGE>
The selling stockholders will pay the commissions and discounts of
underwriters, dealers or agents, if any, incurred in connection with the sale
of the shares of common stock. Under each registration rights agreement, we
have agreed to pay all expenses incident to the offering and sale of the
shares of common stock except for any commissions and discounts as described
above. We have agreed to indemnify the selling stockholders and each
underwriter, if any, and person controlling any underwriter, against certain
liabilities, including those under the Securities Act.
Legal Matters
Willkie Farr & Gallagher will issue an opinion for us about the legality of
the offered shares of common stock.
Experts
The following financial statements, incorporated by reference in this
registration statement, have been incorporated in this registration statement
in reliance on the reports of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of that firm as experts in accounting and
auditing:
. the consolidated financial statements of Level 3 Communications, Inc. as
of December 27, 1997 and December 31, 1996 and for the three years ended
December 27, 1997;
. the consolidated financial statements of RCN Corporation and Subsidiaries
as of December 31, 1997 and 1996 and for the three years ended December
31, 1997;
. the financial statements of Kiewit Construction & Mining Group, a
business group of Peter Kiewit Sons', Inc., as of December 27, 1997 and
December 31, 1996 and for the three years ended December 27, 1997; and
. the financial statements of Diversified Group, a business group of Peter
Kiewit Sons', Inc., as of December 27, 1997 and December 31, 1996 and for
the three years ended December 27, 1997.
6
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution.
The estimated expenses, other than underwriting discounts and commissions,
in connection with the offering of the Securities are as follows:
<TABLE>
<S> <C>
Securities Act Registration Fee................................... $ 63,213
Printing and Engraving Expenses................................... $ 5,000*
Legal Fees and Expenses........................................... $ 30,000*
Accounting Fees and Expenses...................................... $ 15,000*
Miscellaneous..................................................... $ 16,787*
--------
Total........................................................... $130,000
========
</TABLE>
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* Estimated and subject to future contingencies.
ITEM 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the "DGCL") empowers a
Delaware corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. A
corporation may, in advance of the final action of any civil, criminal,
administrative or investigative action, suit or proceeding, pay the expenses
(including attorneys' fees) incurred by any officer, director, employee or
agent in defending such action, provided that the director or officer
undertakes to repay such amount if it shall ultimately be determined that he
or she is not entitled to be indemnified by the corporation. A corporation may
indemnify such person against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if he or she acted
in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.
A Delaware corporation may indemnify officers and directors in an action by
or in the right of the corporation to procure a judgment in its favor under
the same conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be liable to the
corporation. Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above, the corporation must
indemnify him or her against the expenses (including attorneys' fees) which he
or she actually and reasonably incurred in connection therewith. The
indemnification provided is not deemed to be exclusive of any other rights to
which an officer or director may be entitled under any corporation's by-law,
agreement, vote or otherwise.
In accordance with Section 145 of the DGCL, Article XI of the Company's
Restated Certificate of Incorporation (the "Certificate") and the Company's
By-Laws (the "By-Laws") provide that the Company shall indemnify each person
who is or was a director, officer or employee of the Company (including the
heirs, executors, administrators or estate of such person) or is or was
serving at the request of the Company as director, officer or employee of
another corporation, partnership, joint venture, trust or other enterprise, to
the fullest extent permitted under subsections 145(a), (b), and (c) of the
DGCL or any successor statute. The indemnification provided by the Certificate
and the By-Laws shall not be deemed exclusive of any other rights to which any
of those seeking indemnification or advancement of expenses may be entitled
under any by-law, agreement, vote of stockholders or disinterested directors
or otherwise, both as to action in his or her official capacity and as to
II-1
<PAGE>
action in another capacity while holding such office, and shall continue as to
a person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person. Expenses (including attorneys' fees) incurred in defending a civil,
criminal, administrative or investigative action, suit or proceeding upon
receipt of an undertaking by or on behalf of the indemnified person to repay
such amount if it shall ultimately be determined that he or she is not
entitled to be indemnified by the Company. The Certificate further provides
that a director of the Company shall not be personally liable to the Company
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from
which the director derived an improper personal benefit. If the DGCL is
amended to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
Company shall be eliminated or limited to the fullest extent permitted by the
DGCL as so amended.
The By-Laws provide that the Company may purchase and maintain insurance on
behalf of its directors, officers, employees and agents against any
liabilities asserted against such persons arising out of such capacities.
ITEM 16. Exhibits.
<TABLE>
<C> <S>
5 -- Opinion of Willkie Farr & Gallagher*
23.1 -- Consent of PricewaterhouseCoopers LLP
23.2 -- Consent of PricewaterhouseCoopers LLP
23.3 -- Consent of Willkie Farr & Gallagher (included in Exhibit 5)*
24 -- Power of Attorney (included on the signature pages hereto)*
</TABLE>
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*Previously filed.
ITEM 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement;
provided, however, that subparagraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in registration statements on Form S-3 or Form S-8
and the periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this registration statement.
(2) That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
II-2
<PAGE>
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby further undertakes that, for the purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 15 of this
registration statement, or otherwise (other than insurance), the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in such Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person, in connection with
the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in such Act and will be governed by
the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Amendment to be
signed on its behalf by the undersigned, thereunto duly authorized, in Omaha,
Nebraska, on February 17, 1999.
Level 3 Communications, Inc.
/s/ Thomas C. Stortz
By: _________________________________
Name:Thomas C. Stortz
Title:Senior Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment has been signed below by the following persons, in the capacities
and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman of the Board February 17, 1999
______________________________________
Walter Scott, Jr.
* President, Chief Executive February 17, 1999
______________________________________ Officer and Director
James Q. Crowe
* Executive Vice President, February 17, 1999
______________________________________ Chief Financial Officer
R. Douglas Bradbury and Director (principal
financial officer)
* Controller (principal February 17, 1999
______________________________________ accounting officer)
Eric J. Mortensen
* Director February 17, 1999
______________________________________
William L. Grewcock
* Director February 17, 1999
______________________________________
Richard R. Jaros
* Director February 17, 1999
______________________________________
Robert E. Julian
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Director February 17, 1999
______________________________________
David C. McCourt
* Director February 17, 1999
______________________________________
Kenneth E. Stinson
* Director February 17, 1999
______________________________________
Michael B. Yanney
</TABLE>
Neil J. Eckstein, by signing his name below, signs this document on behalf of
each of the above-named persons specified by an asterisk (*), pursuant to a
power of attorney duly executed by such persons, filed with the Securities and
Exchange Commission in the Registrant's Registration Statement on February 3,
1999.
/s/ Neil J. Eckstein Attorney-in-fact
By: _________________________________
Neil J. Eckstein
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Page
Exhibit Description Number
------- ----------- ----------
<C> <S> <C>
5 -- Opinion of Willkie Farr & Gallagher*
23.1 -- Consent of PricewaterhouseCoopers LLP
23.2 -- Consent of PricewaterhouseCoopers LLP
-- Consent of Willkie Farr & Gallagher (included in
23.3 Exhibit 5)*
-- Power of Attorney (included on the signature pages
24 hereto)*
</TABLE>
- --------
*Previously filed.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of Level 3 Communications, Inc. on Form S-3 of our reports dated March 30,
1998, on our audits of the consolidated financial statements of Level 3
Communications, Inc., formerly Peter Kiewit Sons', Inc., the financial
statements and financial statement schedule of Kiewit Construction & Mining
Group, a business group of Peter Kiewit Sons', Inc., and the financial
statements of Diversified Group, a business group of Peter Kiewit Sons', Inc.
as of December 27, 1997 and December 28, 1996 and for each of the three years
in the period ended December 27, 1997 which reports are included in the 1997
Annual Report on Form 10-K/A of Level 3 Communications, Inc., formerly Peter
Kiewit Sons', Inc. We also consent to the reference to our Firm under the
caption "Experts."
PricewaterhouseCoopers LLP
/s/ PricewaterhouseCoopers LLP
Omaha, Nebraska
February 17, 1999
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of Level 3 Communications, Inc. on Form S-3 of our report dated March 13, 1998,
except Note 2 as to which the date is May 20, 1998, on our audits of the
consolidated financial statements and financial statement schedules of RCN
Corporation and Subsidiaries as of December 31, 1997 and 1996, and for the
years ended December 31, 1997, 1996 and 1995, which report is incorporated by
reference in the 1997 Annual Report on Form 10-K/A of Level 3 Communications,
Inc., formerly Peter Kiewit Sons', Inc. We also consent to the reference to our
firm under the caption "Experts."
PricewaterhouseCoopers LLP
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 17, 1999
