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 24, 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., Broomfield, Colorado 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) Item 5. Other Events On February 24, 2000, Level 3 Communications, Inc. ("Level 3") issued a press release relating to the pricing of its previously announced offering of its dollar denominated Senior Notes due 2008, Senior Notes due 2010 and Senior Discount Notes due 2010 in a transaction that is exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). As required by Rule 135c 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. That same press release on February 24, 2000, related to the pricing of the previously announced offering of Level 3's euro denominated Senior Notes due 2008 and Senior Notes due 2010 in a separate transaction that is exempt from registration under the Securities Act. As required by Rule 135c 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. 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 24, 2000 relating to pricing of the previously announced offering of dollar denominated Senior Notes due 2008, Senior Notes due 2010 and Senior Discount Notes due 2008 and euro denominated Senior Notes due 2008 and Senior Notes due 2010 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 25, 2000 By: /s/ Neil J. Eckstein - ---------------------- ------------------------ Date Neil J. Eckstein, Vice President