-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HYLRlaQZ/jXvtt0xssKDo8PoANO0M0I846mjVw+e8TN3oSFU8UtwM8yfAQ0GUOqX wd6yZRvayzypqGWKFsMDJg== 0000794323-06-000095.txt : 20060616 0000794323-06-000095.hdr.sgml : 20060616 20060616102916 ACCESSION NUMBER: 0000794323-06-000095 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060613 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060616 DATE AS OF CHANGE: 20060616 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEVEL 3 COMMUNICATIONS INC CENTRAL INDEX KEY: 0000794323 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 470210602 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15658 FILM NUMBER: 06908873 BUSINESS ADDRESS: STREET 1: 1025 ELDORADO BOULEVARD STREET 2: BLDG 2000 CITY: BROOMFIELD STATE: CO ZIP: 80021 BUSINESS PHONE: 7208881000 MAIL ADDRESS: STREET 1: 1025 ELDORADO BOULEVARD STREET 2: BLDG 2000 CITY: BROOMFIELD STATE: CO ZIP: 80021 FORMER COMPANY: FORMER CONFORMED NAME: KIEWIT PETER SONS INC DATE OF NAME CHANGE: 19920703 8-K 1 f8k_06132006.txt CURRENT REPORT ON FORM 8-K 06/13/2006 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): June 13, 2006 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 8.01. Other Events On June 13, 2006, Level 3 Communications, Inc. (the "Company") issued a press release announcing that it has called for redemption all of its outstanding 9-1/8% Senior Notes due 2008 and 10-1/2% Senior Discount Notes due 2008. The redemption date for each of these notes will be July 13, 2006. The 9-1/8% Senior Notes due 2008 will be redeemed at a redemption price equal to 100% of the principal amount of those notes plus accrued and unpaid interest to but not including the redemption date. The aggregate principal amount of 9-1/8% Senior Notes due 2008 to be redeemed is $398,407,000. The 10-1/2% Senior Discount Notes due 2008 will be redeemed at a redemption price equal to 101.75% of the principal amount at maturity of those notes plus accrued and unpaid interest to but not including the redemption date. The aggregate principal amount at maturity of 10-1/2% Senior Discount Notes due 2008 to be redeemed is $62,091,000. Additional information regarding the redemption of these notes is available from The Bank of New York, the trustee with respect to these issues of notes. The press release is filed as Exhibit 99.1 to this Form 8-K and incorporated herein 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) Shell Company Transactions None (d) Exhibits 99.1 Press Release, dated June 13, 2006, of Level 3 Communications, Inc. relating to the calling for redemption of its 9-1/8% Senior Notes due 2008 and 10-1/2% Senior Discount Notes due 2008. 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: June 16, 2006 EX-99 2 f8k991_06132006.txt EXHIBIT 99.1 PRESS RELEASE DATED 06/13/2006 [Exhibit 99.1] [Logo] 1025 Eldorado Boulevard Broomfield, Colorado 80021 www.Level3.com NEWS RELEASE Level 3 contacts: Media: Josh Howell Investors: Robin Grey 720-888-2517 720-888-2518 Chris Hardman Sandra Curlander 720-888-2292 720-888-2501 Level 3 Communications Issues Notice of Redemption for 9 1/8% Senior Notes due 2008 and 10 1/2% Senior Discount Notes due 2008 Company Closes Offering of 125 Million Shares of its Common Stock and $335 Million Aggregate Principal Amount of its Convertible Senior Notes due 2012 Underwriters of Convertible Senior Notes due 2012 Exercise Portion of Overallotment Option BROOMFIELD, Colo., June 13, 2006 -- Level 3 Communications, Inc. (Nasdaq: LVLT) today announced that it has called for redemption all of its outstanding 9 1/8% Senior Notes due 2008 and 10 1/2% Senior Discount Notes due 2008. The redemption date for each of these notes will be July 13, 2006. The 9 1/8% Senior Notes due 2008 will be redeemed at a redemption price equal to 100% of the principal amount of those notes plus accrued and unpaid interest to but not including the redemption date. The aggregate principal amount of 9 1/8% Senior Notes due 2008 to be redeemed is $398,407,000. The 10 1/2% Senior Discount Notes due 2008 will be redeemed at a redemption price equal to 101.75% of the principal amount at maturity of those notes plus accrued and unpaid interest to but not including the redemption date. The aggregate principal amount at maturity of 10 1/2% Senior Discount Notes due 2008 to be redeemed is $62,091,000. Additional information regarding the redemption of these notes is available from The Bank of New York, the trustee with respect to these issues of notes. The company also announced that it had closed the underwritten offering of 125 million shares of its common stock, and that it had closed the underwritten offering of $300 million aggregate principal amount of its 3.5% Convertible Senior Notes due 2012. The underwriters also purchased an additional $35 million aggregate principal amount of Convertible Senior Notes due 2012 pursuant to their option to purchase up to an additional $45 million aggregate principal amount of Convertible Senior Notes due 2012 to cover overallotments. In connection with the closings, the company received net proceeds of $869,775,000, before offering expenses. The company is using a portion of the net proceeds from these offerings to fund the redemption of the notes described above. A registration statement relating to the common stock and the Convertible Senior Notes has been declared effective by the Securities and Exchange Commission. Offers and sales of the common stock and the Convertible Senior Notes may be made only by the related prospectus and prospectus supplement, which may be obtained from Merrill Lynch & Co., Prospectus Department, 4 World Financial Center, New York, NY 10080, telephone: 212-449-1000. About Level 3 Communications Level 3 (Nasdaq: LVLT), an international communications and information services company, operates one of the largest Internet backbones in the world. Through its customers, Level 3 is the primary provider of Internet connectivity for millions of broadband subscribers. The company provides a comprehensive suite of services over its broadband fiber optic network including Internet Protocol (IP) services, broadband transport and infrastructure services, colocation services, voice services and voice over IP services. These services provide building blocks that enable Level 3's customers to meet their growing demands for advanced communications solutions. The company's Web address is www.Level3.com. Level 3 offers information services through its subsidiary, Software Spectrum, and fiber-optic and satellite video delivery and advertising distribution solutions through its subsidiary, Vyvx. For additional information, visit their respective Web sites at www.softwarespectrum.com and www.vyvx.com. The Level 3 logo is a registered service mark of Level 3 Communications, Inc. in the United States and/or other countries. Level 3 services are provided by a wholly owned subsidiary of Level 3 Communications, Inc. Forward-Looking Statement Some of the statements made by Level 3 in this press release are forward-looking in nature. Actual results may differ materially from those projected in forward-looking statements. Level 3 believes that its primary risk factors include, but are not limited to: increasing the volume of traffic on Level 3's network; developing new products and services that meet customer demands and generate acceptable margins; successfully completing commercial testing of new technology and information systems to support new products and services, including voice transmission services; stabilizing or reducing the rate of price compression on certain of our communications services; integrating strategic acquisitions; attracting and retaining qualified management and other personnel; ability to meet all of the terms and conditions of our debt obligations; overcoming Software Spectrum's reliance on financial incentives, volume discounts and marketing funds from software publishers; and reducing downward pressure of Software Spectrum's margins as a result of the use of volume licensing and maintenance agreements. Additional information concerning these and other important factors can be found within Level 3's filings with the Securities and Exchange Commission. Statements in this release should be evaluated in light of these important factors. -30- -----END PRIVACY-ENHANCED MESSAGE-----