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):
March 4, 1999
-------------
Level 3 Communications, Inc.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
--------
(State or other jurisdiction of incorporation)
0-15658 47-0210602
--------- -------------
(Commission File Number) (I.R.S. Employer Identification No.)
3555 Farnam Street
Omaha, Nebraska 68131
-----------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code:(402) 536-3677
Not Applicable
-----------------------------------------------------------------------
(Former name or former address, if changed since last report.)
Item 5. Other Events.
On March 4, 1999, Level 3 Communications, Inc. (the "Company") entered into an
underwriting agreement (the "Underwriting Agreement") with the representatives
named in Schedule I thereto, as the representatives of the several underwriters
named in Schedule II thereto, in connection with the offering (the "Offering")
of 25,000,000 shares of the Company's common stock, par value $.01 per share,
(the "Common Stock"). An additional 3,750,000 shares of Common Stock are
subject to an over-allotment option granted to the underwriters in the
Underwriting Agreement. A copy of the Underwriting Agreement is attached hereto
as Exhibit 1.1 and is incorporated herein by reference.
The Offering is made pursuant to the Company's Registration Statement on Form S-
3 (File No. 333-68887) (the "Registration Statement") under the Securities Act
of 1933, as amended. The Registration Statement provides that the Company may
from time to time offer its debt and equity securities with an aggregate public
offering price of up to $3.5 billion.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses being acquired:
Not Applicable.
(b) Pro forma financial information: Not Applicable.
(c) Exhibits:
1.1 Underwriting Agreement, dated March 4, 1999, among the Company
and with the representatives named in Schedule I thereto, as the
representatives of the several underwriters named in Schedule II
thereto
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of PricewaterhouseCoopers LLP
99.1 Consent of Philip B. Fletcher
-2-
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 hereunto duly authorized.
LEVEL 3 COMMUNICATIONS, INC.
Dated: March 5, 1999 By: /s/ Neil J. Eckstein
-------------------------------
Neil J. Eckstein
Vice President
-3-