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, 2001
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)
(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 392,676,814 as of March 8, 2002
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 2002 Annual
Meeting of Stockholders are incorporated by reference into Part III of this Form
10-K
(End of cover)
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, 2001 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, 2001, filed under Commission No. 000-22825.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
Item 14 to the Level 3 Communications, Inc. (the "Registrant") Annual Report on
Form 10-K for the year ended December 31, 2001 is hereby amended and restated in
its entirety as set forth below:
(a) Financial statements and financial statement schedules required to be
filed for the registrant under Items 8 or 14 are set forth following the index
page at page F-l. Exhibits filed as a part of this report are listed below.
Exhibits incorporated by reference are indicated in parentheses.
3.1 Restated Certificate of Incorporation dated March 31, 1998 (Exhibit 1 to
Registrant's Form 8-A filed on April 1,1998).
3.2 Certificate of Amendment of Restated Certificate of Incorporation of Level
3 Communications, Inc. (Exhibit 3.1 to the Registrant's Current Report on
Form 8-K dated June 3, 1999).
3.3 Specimen Stock Certificate of Common Stock, par value $.01 per share
(Exhibit 3 to the Registrant's Form 8-A filed on March 31, 1998).
3.4 Amended and Restated By-laws as of May 23, 2001 (Exhibit 3 to Registrant's
Quarterly Report on Form 10-Q for the three months ended June 30, 2001).
3.5 Rights Agreement, dated as of May 29, 1998, between the Registrant and
Norwest Bank Minnesota, N.A., as Rights Agent, which includes the Form of
Certificate of Designation, Preferences, and Rights of Series A. Junior
Participating Preferred Stock of the Registrant, as Exhibit A, the Form of
Rights Certificate as Exhibit B and the Summary of Rights to Purchase
Preferred Stock, as Exhibit C (Exhibit 1 to the Registrant's Form 8-A
Amendment No. 1 filed on June 10, 1998).
4.1 Indenture, dated as of April 28, 1998, between the Registrant and IBJ
Schroder Bank & Trust Company as Trustee relating to the Registrant's 9?%
Senior Notes due 2008 (Exhibit 4.1 to the Registrant's Registration
Statement on Form S-4 File No. 333-56399).
4.2 Indenture, dated as of December 2, 1998, between the Registrant and IBJ
Schroder Bank & Trust Company as Trustee relating to the Registrant's 10
1/2% Senior Discount Notes due 2008 (Exhibit 4.1 to the Registrant's
Registration Statement on Form S-4 File No. 333-71687).
4.3.1Form of Senior Indenture (incorporated by reference to Exhibit 4.1 to
Amendment 1 to the Registrant's Registration Statement on Form S-3 (File
No. 333-68887) filed with the Securities and Exchange Commission on
February 3, 1999).
4.3.2First Supplemental Indenture, dated as of September 20,1999, between the
Registrant and IBJ Whitehall Bank & Trust Company as Trustee relating to
the Registrant's 6% Convertible Subordinated Notes due 2009 (Exhibit 4.1 to
the Registrant's Current Report on Form 8-K dated September 20, 1999).
4.3.3Second Supplemental Indenture, dated as of February 29, 2000, between the
Registrant and The Bank of New York as Trustee relating to the Registrant's
6% Convertible Subordinated Notes due 2010 (Exhibit 4.1 to the Registrant's
Current Report on Form 8-K dated February 29, 2000).
4.4 Indenture, dated as of February 29, 2000, between the Registrant and The
Bank of New York as Trustee relating to the Registrant's 11% Senior Notes
due 2008 (Exhibit 4.1 to the Registrant's Registration Statement on Form
S-4 File No. 333-37362).
4.5 Indenture, dated as of February 29, 2000, between the Registrant and The
Bank of New York as Trustee relating to the Registrant's 11 1/4% Senior
Notes due 2010 (Exhibit 4.2 to the Registrant's Registration Statement on
Form S-4 File No. 333-37362).
4.6 Indenture, dated as of February 29, 2000, between the Registrant and The
Bank of New York as Trustee relating to the Registrant's 12?% Senior
Discount Notes due 2010 (Exhibit 4.3 to the Registrant's Registration
Statement on Form S-4 File No. 333-37362).
4.7 Indenture, dated as of February 29, 2000, between the Registrant and The
Bank of New York as Trustee relating to the Registrant's 10 3/4% Senior
Euro Notes due 2008 (Exhibit 4.1 to the Registrant's Registration Statement
on Form S-4 File No. 333-37364).
4.8 Indenture, dated as of February 29, 2000, between the Registrant and The
Bank of New York as Trustee relating to the Registrant's 11 1/4% Senior
Euro Notes due 2010 (Exhibit 4.2 to the Registrant's Registration Statement
on Form S-4 File No. 333-37364).
10.1 Separation Agreement, dated December 8, 1997, by and among Peter Kiewit
Sons', Inc., Kiewit Diversified Group Inc., PKS Holdings, Inc. and Kiewit
Construction Group Inc. (Exhibit 10.1 to the Registrant's Form 10-K for
1997).
10.2 Amendment No. 1 to Separation Agreement, dated March 18, 1997, by and among
Peter Kiewit Sons', Inc., Kiewit Diversified Group Inc., PKS Holdings, Inc.
and Kiewit Construction Group Inc. (Exhibit 10.1 to the Registrant's Form
10-K for 1997).
10.3 Credit Agreement dated as of September 30,1999 among Level 3
Communications, LLC, the Borrowers named therein, the Lenders Party thereto
and The Chase Manhattan Bank, as Agent (Exhibit 10.1 to the Registrant's
Quarterly Report on Form 10-Q for the three months ended September 30,
1999).
10.4 Stock Purchase Agreement dated as of February 21, 2002 between Level 3
Holdings, Inc. and David C. McCourt (Exhibit 10.4 to the Registrant's Form
10-K for 2001).
10.5 Warrant Agreement, dated as of March 11, 2002 between the Registrant and
William L. Grewcock (Exhibit 10.5 to the Registrant's Form 10-K for 2001).
10.6 Form of Promissory Note with certain officers of the Registrant (Exhibit
10.6 to the Registrant's Form 10-K for 2001).
10.7 Form of Aircraft Time-Share Agreement (Exhibit 10.7 to the Registrant's
Form 10-K for 2001).
21 List of subsidiaries of the Company (Exhibit 21 to the Registrant's Form
10-K for 2001).
23.1 Consent of Arthur Andersen LLP
23.2 Consent of PriceWaterhouseCoopers LLP
99.1 Correspondence relating to Arthur Andersen LLP
(b) Reports on Form 8-K filed by the Registrant during the fourth quarter
of 2002.
On October 10, 2001, the Registrant filed a Current Report on Form 8-K
relating relating to the amendment by its wholly owned subsidiary Level 3
Finance, LLC of "Modified Dutch Tender" offers for a portion of the Registrant's
outstanding debt and convertible debt securities. In addition, such Current
Report on Form 8-K reported the issuance of a press release by the Registration
relating to the actions taken by Level 3 Finance, LLC.
On October 23, 2001, the Registrant filed a Current Report on Form 8-K
relating to the completion by its wholly owned subsidiary Level 3 Finance, LLC
of "Modified Dutch Tender" offers for a portion of the Registrant's outstanding
debt and convertible debt securities.
On October 25, 2001, the Registrant filed a Current Report on Form 8-K
relating to third quarter 2001 financial results and proposed cost management
initiatives.
On December 19, 2001, the Registrant filed a Current Report on Form 8-K
relating to execution of a definitive agreement with Reach Ltd. concerning the
disposition of the Registrant's operations in Asia.
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 3rd day
of April, 2002.
Level 3 Communications, Inc.
By: /s/ Neil J. Eckstein
Name: Neil J. Eckstein
Title: Vice President