FORM 10-K/A-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to ___________
Commission file number: 0-15658
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 Boulevard, Broomfield, Colorado 80021
(Address of principal executive offices) (Zip code)
(720) 888-1000
(Registrant's telephone number including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to section 12(g) of the Act:
Common Stock, par value $.01 per share
Rights to Purchase Series A Junior Participating Preferred Stock,
par value $.01 per share
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ____
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
(Cover continued on next page)
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(Cover continued from prior page)
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Title Outstanding
Common Stock, par value $.01 per share 341,772,589 as of February 1, 2000
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the
Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980).
Portions of the Company's Definitive Proxy Statement for
the 2000 Annual Meeting of Stockholders are
incorporated by reference into Part III of this
Form 10-K
(End of cover)
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Item 8 to the Level 3 Communications, Inc. (the "Registrant") Annual Report on
Form 10-K for the year ended December 31, 1999 is hereby amended and restated in
its entirety as set forth below.
Financial statements and supplementary financial information for Level 3
Communications, Inc. (f/k/a Peter Kiewit Sons', Inc.) and Subsidiaries begin on
page F-1.
The financial statements of an equity method investee (RCN Corporation) are
required by Rule 3.09 and are incorporated by reference from RCN's Form 10-K for
the year ended December 31, 1999, filed under Commission No. 000-22825.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amended report to be
signed on its behalf by the undersigned, thereunto duly authorized, this 25th
day of April, 2000.
Level 3 Communications, Inc.
By: /s/ Neil J. Eckstein
-----------------------------------
Name: Neil J. Eckstein
Title: Vice President
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report dated February 2, 2000 on the consolidated financial statements of Level
3 Communications, Inc. as of December 31, 1999 and 1998 and for the years then
ended, incorporated by reference in this Annual Report on Form 10-K/A-1, into
Level 3 Communications, Inc.'s previously filed Registration Statements on Forms
S-3 (File Nos. 333-91899, 333-68887 and 333-71713) and on Forms S-8 (File Nos.
333-79533, 333-42465, 333-68447, 333-58691 and 333-52697).
/s/ Arthur Andersen LLP
Denver, Colorado
April 25, 2000
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation of our report dated March 30, 1998 on our
audit of the consolidated statements of operations, cash flows, changes in
stockholders' equity and comprehensive income (loss) of Level 3 Communications,
Inc. (formerly Peter Kiewit Sons', Inc.) for the year ended December 27, 1997
included in this Annual Report on Form 10-K into Level 3 Communications, Inc.'s
previously filed Registration Statements on Forms S-3 (File Nos. 333-91899,
333-68887 and 333-71713) and on Forms S-8 (File Nos. 333-79533, 333-42465,
333-68447, 333-58691 and 333-52697).
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Omaha, Nebraska
April 25, 2000
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation of our report dated March 8, 2000 on our
audits of the consolidated financial statements and financial statement
schedules of RCN Corporation and Subsidiaries as of December 31, 1999 and 1998,
and for the years ended December 31, 1999, 1998 and 1997, which report is
incorporated by reference in the 1999 Annual Report on Form 10-K of Level 3
Communications, Inc., into Level 3 Communications, Inc.'s previously filed
Registration Statements on Forms S-3 (File Nos. 333-91899, 333-68887 and
333-71713) and on Forms S-8 (File Nos. 333-79533, 333-42465, 333-68447,
333-58691 and 333-52697).
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
April 25, 2000
