LEVEL 3 COMMUNICATIONS INC
8-K, 2000-02-18
TELEPHONE & TELEGRAPH APPARATUS
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                       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): February 17, 2000

                          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.)

1025 Eldorado Blvd.                                          80021
(Address of principal executive offices)                     (Zip code)

                                  720-888-1000
               (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 February 17, 2000,  Level 3  Communications,  Inc.  ("Level 3") issued a
press release relating to the execution of an agreement between  subsidiaries of
Level 3  Communications,  Inc. and subsidiaries of Global Crossing Ltd. ("Global
Crossing")  whereby Global Crossing will acquire a 50 percent ownership interest
in the  previously  announced  Level 3  transatlantic  fiber optic cable that is
currently under  construction by Level 3. Level 3 also announced an agreement to
acquire capacity on Global  Crossing's  transatlantic  cable Atlantic Crossing 1
(AC 1). This press  release is filed as Exhibit 99.1 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   February  17,  2000  related  to
                  execution of agreement with Global Crossing, Ltd.


<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.

February 18, 2000                    By:       /s/ Neil J. Eckstein
- -----------------                       -------------------------------------
Date                                     Neil J. Eckstein, Vice President



<PAGE>



                                                                    Exhibit 99.1
[LOGO]

FOR IMMEDIATE RELEASE Level 3 Contacts:
News Media:       Josh Howell                     Investors:        Julie Stangl
                  720/888-2517                                      720/888-2500

                  Steve Ingish
                  720/888-2521

         LEVEL 3 AND GLOBAL CROSSING WILL PARTNER TO BUILD 1.28 TERABIT
  TRANSATLANTIC CABLE Joint Build Strategy Allows For More Rapid Deployment Of
              Additional Capacity On World's Busiest Trans-Oceanic
                               Communication Route

      1.28 Terabit Cable Expected To Be Ready For Service By September 2000

          Cable Sets New Capacity and Capability Record for the World's
                              Trans-Oceanic Cables

                   New Co-Build Strategy Preserves Flexibility
         To Take Advantage Of Next Generation Technology As It Emerges

     BROOMFIELD, CO - February 17, 2000 - Level 3 Communications,  Inc. (Nasdaq:
LVLT) today announced an agreement whereby Global Crossing Ltd.  (Nasdaq:  GBLX)
will acquire a 50 percent ownership interest in the previously announced Level 3
transatlantic fiber optic cable now under  construction.  Level 3 also announced
that it will acquire capacity on Global Crossing's  transatlantic cable Atlantic
Crossing 1 (AC 1).

     The four fiber pair,  1.28 terabit  system -- announced by Level 3 in April
1999 -- is already under  construction  and has a scheduled  in-service  date of
September 2000. Under the co-build  agreement,  Level 3 and Global Crossing will
each   separately  own  and  operate  two  of  the  four  fiber  pairs  on  this
transatlantic  cable.  Landing  stations are on Long Island in the United States
and on the West Coast of the United Kingdom. The cable will use advanced optical
transmission technology to maximize capacity.

     Level 3 is  managing  the  construction  of the cable.  Level 3's two fiber
pairs will  continue to be called  Project  Yellow.  In  addition,  Level 3 will
acquire capacity on Global Crossing's AC 1. This AC 1 capacity will enable Level
3 to offer protected services and develop its meshed network architecture across
the Atlantic.

     Global  Crossing's two fiber pairs will be called  Atlantic  Crossing 2, or
AC-2, a system announced in March 1999 to provide  double-redundancy  across the
highly  trafficked  Atlantic  corridor,  and will be fully  integrated  with the
Global Crossing Network.

About Level 3 Communications

     Level 3 (Nasdaq:LVLT) is a communications and information  services company
offering a wide selection of IP-based services  including  broadband  transport,
colocation services,  submarine  transmission  services and the industry's first
Softswitch*  based services.  Level 3 offers  services  primarily to Web-centric
companies,  which deliver their  services over the Level 3 Network.  The Level 3
Network  will  include   metropolitan   networks  in  56  U.S.  markets  and  21
international  markets connected by an approximately  16,000 mile U.S. intercity
(long-distance)  network, an approximately 4,750 mile European intercity network
and both transpacific and transatlantic  undersea cables. The U.S. and first two
rings  of the  European  intercity  network  are  expected  to be  substantially
completed  during the fourth quarter of 2000.  Level 3 currently offers Internet
infrastructure  services in 27 U.S. markets and four European  markets.  Its Web
address is www.Level3.com.

(*  Softswitches  are advanced  software based switching  systems,  which enable
Level 3 to provide  services  combining  the best  features of the  Internet and
traditional telephone networks.)

     Some  of  the  statements  made  by  Level  3 in  this  press  release  are
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.




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