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):
September 14, 1999
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Level 3 Communications, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-15658 47-0210602
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(Commission File Number) (I.R.S. Employer Identification No.)
1025 Eldorado Boulevard
Broomfield, Colorado 80021
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(Address of principal executive offices)
Registrant's telephone number, including area code: (402) 536-3677
Not Applicable
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(Former name or former address, if changed since last report.)
Item 5. Other Events.
On September 14, 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 I thereto, in connection with the
offering (the "Offering") of $750,000,000 aggregate principal amount of its 6%
Convertible Subordinated Notes due 2009 (the "Notes") convertible into shares of
the Company's common stock, par value $.01 per share. An additional $112,500,000
aggregate principal amount of the Notes is 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 Notes are being issued pursuant to an Indenture dated
as of September 20, 1999 (a form of which was filed as an exhibit to the
Registration Statement (as hereinafter defined)) and a First Supplemental
Indenture dated as of September 20, 1999. A copy of the First Supplemental
Indenture is attached hereto as Exhibit 4.1 and is incorporated herein by
reference. On September 20, 1999, the Offering was consummated, and the Company
issued $823,000,000 aggregate principal amount of the Notes, including
$73,000,000 aggregate principal amount pursuant to the underwriters' exercise of
the over-allotment option.
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 September 14, 1999, among the
Company and the representatives named in Schedule I thereto, as
the representatives of the several underwriters named in Schedule
I thereto
4.1 First Supplemental Indenture dated as of September 20, 1999
between the Company and IBJ Whitehall Bank & Trust Company, as
Trustee
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Arthur Anderson LLP
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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 hereunto duly authorized.
LEVEL 3 COMMUNICATIONS, INC.
Dated: September 20, 1999 By: /s/ Neil J. Eckstein
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Name: Neil J. Eckstein
Title: Vice President
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