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 15, 2005
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)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
a) On February 15, 2005, the Board of Directors for Level 3 Communications, Inc.
("Level 3") met at their regularly scheduled meeting and approved the following
changes to the compensation plan of the non-employee members of the Level 3
Board of Directors for 2005.
Program 2004 2005
Annual Cash Retainer $30,000.00 Increased to $50,000.00
Annual Restricted Stock Grant $150,000.00 No change
Annual Committee Chair Retainer $20,000.00 Increase Audit Committee Chair to
$30,000.00
Annual Committee Member Retainer $10,000.00 Increase Audit Committee Member
to $15,000.00
New Board member Restricted Stock $150,000.00, vests 100% three No change
Grant years from grant date
Chairman Annual Cash Retainer $250,000.00 No change
Chairman Annual Restricted Stock $150,000.00 Increase to $180,000.00
Grant
b) Also on February 15, 2005, the Compensation Committee of the Board of
Directors determined to award restricted stock units to certain executive
officers of the Level 3 as part of the executive's performance based bonus for
services rendered in 2004. The awards were as follows:
Kevin J. O'Hara, chief operating officer: 236,317 shares
Charles C. Miller, vice chairman: 236,317 shares
Sureel A. Choksi, executive vice president: 118,159 shares
Thomas C. Stortz, executive vice president, chief legal officer: 118,159 shares
Sunit S. Patel, group vice president and chief financial officer: 118,159 shares
One-third of the award will vest on the first three anniversaries of the date of
grant. The date of grant is February 21, 2005. Level 3's form of deferred stock
issuance agreement is filed as exhibit 10.1 hereto and incorporated by reference
as if set forth in full.
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Item 1.02 Termination of a Material Definitive Agreement.
On February 15, 2005, the Board of Directors for Level 3 met at their regularly
scheduled meeting and approved an amendment (the "Amendment") to the stockholder
Rights Agreement (the "Rights Agreement") between Level 3 and Wells Fargo Bank
Minnesota, NA (Level 3's current transfer agent) dated May 29, 1998. The
Amendment changed the Final Expiration Date of the Rights Agreement from June
10, 2008, to February 17, 2005, effectively terminating the Rights Agreement as
of that date. The Rights Agreement had entitled stockholders, in certain
circumstances, to buy one one-thousandth of a newly issued share of Series A
Junior Participating Preferred Stock of Level 3 at an exercise price of $490.
This right was instituted to encourage anyone seeking to control Level 3 to open
negotiations with the Board of Directors prior to such act. The Board of
Directors believes that the continuation of the Rights Agreement was not in the
current interest of Level 3 and its stockholders. Level 3 will not incur any
early termination penalties regarding the Amendment.
The second amendment to the Rights Agreement is filed as exhibit 4.1 hereto and
incorporated by reference as if set forth in full.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of business acquired
None
(b) Pro forma financial information
None
(c) Exhibits
4.1 Amendment No. 2 to the Rights Agreement, dated as of February 15, 2005, by
and between Level 3 Communications, Inc., a Delaware corporation (the
"Company"), and Wells Fargo Bank, NA (formerly known as Norwest Bank
Minnesota, N.A.), a Delaware corporation (the "Rights Agent"), and further
amends the Rights Agreement, dated as of May 29, 1998, between the Company
and the Rights Agent.
10.1 Form of Deferred Issuance Stock Agreement
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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 22, 2005 By: /s/ Neil J. Eckstein
Date Neil J. Eckstein, Senior Vice President
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