CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 16, 2006
Level 3 Communications, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 0-15658 47-0210602
(State or other (Commission File (IRS employer
jurisdiction of incorporation) Number) 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.
The following supplements the information included in the Level 3
Communications, Inc. Form 8-K filed with the Securities and Exchange Commission
(the "SEC") on October 17, 2006, regarding the entry into a material definitive
agreement by Level 3 Communications, Inc. on October 16, 2006.
On November 21, 2006, Level 3 Communications, Inc., a Delaware corporation
("Parent"), Level 3 Services, LLC, a Delaware limited liability company and a
direct wholly owned Subsidiary of Parent ("Merger Sub"), Level 3 Colorado, Inc.,
a Delaware corporation and a direct wholly owned Subsidiary of Parent ("Sister
Subsidiary"), and Broadwing Corporation, a Delaware corporation ("Broadwing")
entered into an amendment (the "Amendment") to that certain Agreement and Plan
of Merger, dated as of October 16, 2006 (the "Merger Agreement"), among Parent,
Merger Sub, Sister Subsidiary and Broadwing.
The Amendment was entered into to add representations, warranties and covenants
of Sister Subsidiary and to increase the size of the aggregate bonus pool for
Broadwing's special bonus plan to $6.4 million for special bonuses to employees
of Broadwing or its subsidiaries
Parent has filed a composite copy of the Merger Agreement as exhibit 2.1 to its
Registration Statement on Form S-4 (file number 333-138462). A copy of the
composite Merger Agreement is incorporated by reference in this Form 8-K as
Exhibit 10.1. The foregoing description of the Amendment as incorporated into
the composite copy of the Merger Agreement, is qualified in its entirety by
reference to the full text of the Merger Agreement. The Merger Agreement has
been included to provide investors with information regarding its terms. Except
for its status as the contractual document that establishes and governs the
legal relations among the parties thereto with respect to the transactions
described above, the Merger Agreement is not intended to be a source of factual,
business or operational information about the parties.
As described above and in the Form 8-K as originally filed with the SEC on
October 17, 2006, the Merger Agreement contains representations and warranties
that Parent and Broadwing made to each other as of the date of the Merger
Agreement or other specific dates, and such representations and warranties
should not be relied upon by any other person. The assertions embodied in those
representations and warranties were made solely for purposes of the contract
between Parent and Broadwing and are subject to important qualifications and
limitations agreed to by Parent and Broadwing in connection with negotiating the
Merger Agreement. Accordingly, you should not rely on the representations and
warranties as accurate or complete or characterizations of the actual state of
facts as of any specified date since they are modified in important part by the
underlying disclosure schedules which are not filed publicly and which are
subject to a contractual standard of materiality different from that generally
applicable to stockholders and were used for the purpose of allocating risk
between Parent and Broadwing rather than establishing matters as facts.
2
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
None
(b) Pro Forma Financial Information
None
(c) Shell Company Transactions
None
(d) Exhibits
10.1 Agreement and Plan of Merger, dated as of October 16, 2006,
as Amended by the First Amendment to Agreement and Plan of
Merger Dated as of November 21, 2006, among Level 3
Communications, Inc., Level 3 Services, LLC, Level 3
Colorado, LLC and Broadwing Corporation (attached as Annex A
to the proxy statement/prospectus included in the
registrant's Registration Statement on Form S-4 (333-138462)
(Incorporated by reference to Exhibit 2.1 to the
Registrant's Registration Statement on Form S-4
(333-138462)).
3
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.
By: /s/ Neil J. Eckstein
Neil J. Eckstein, Senior Vice President
Date: November 27, 2006
4