LEVEL 3 COMMUNICATIONS COMMON STOCK TO BE TRADED ON NASDAQ NATIONAL MARKET UNDER THE SYMBOL "LVLT"
Trading To Begin April 1, Following Completion of Level 3 Communications' Separation From Peter Kiewit Sons', Inc. on March 31
Omaha, Nebraska, March 19, 1998 – Level 3 Communications, Inc. announced today that its common stock will begin trading on April 1 on the Nasdaq National Market under the symbol "LVLT." Level 3 is presently a subsidiary of Peter Kiewit Sons', Inc. (PKS). Its performance is currently tracked by the Class D common stock of PKS and trades on the OTC bulletin Board under the symbol "KIWT."
The Nasdaq listing will follow the separation of Level 3 and the construction subsidiary of PKS, which is expected to be completed on March 31, 1998. In connection with the separation, PKS's construction subsidiary will be renamed "Peter Kiewit Sons', Inc." and PKS Class D stock will become the common stock of Level 3 Communications. This process requires no action by holders of Class D stock. Level 3 will not be making a public offering of its common stock in connection with the listing.
"We are extremely pleased to announce that our common stock will be traded on the Nasdaq National Market, which is widely recognized as the market for many of the fastest growing technology-based companies," said James Q. Crowe, president and CEO of Level 3. "We believe this action will be of great benefit to our stockholders and will provide them an orderly and accepted system over which they can easily follow and trade Level 3's common stock."
Issuance of Class R Stock
In addition to Class D common stock, PKS has currently outstanding Class C common stock, which tracks the performance of its construction subsidiary, Kiewit Construction Group Inc. (KDG). These shares are owned by employees of KCG and are not publicly traded. PKS's certificate of incorporation gives stockholders the right to exchange their Class C stock for Class D stock under a set conversion formula. That right will be eliminated as a result of the separation of Level 3 and KCG. To replace that conversion right, Class C stockholders received shares of a new Class R stock, which is convertible into Level 3 common stock in accordance with terms ratified by stockholders in a vote held in late 1997.
Board Approves Forced Conversion Plan
The PKS Board of Directors has approved in principle a plan to force conversion of all 6,538,231 shares of Class R stock outstanding. Due to certain provisions of the Class R stock, conversion will not be forced prior to May 1998, and the final decision to force conversion would be made by the Level 3 Board of Directors at that time. The Level 3 Board may choose not to force conversion if it were to decide that conversion is not in the best interests of the stockholders of Level 3. If, as currently anticipated, the Level 3 Board determines to force conversion of the Class R stock on or before June 30, 1998, certain adjustments will be made to the cost sharing and risk allocation provisions of the separation agreements between Level 3 and the construction business. If the Level 3 Board of Directors determines to force conversion of the Class R stock, each share of Class R stock will be convertible into $25 worth of Level 3 common stock, based upon the average trading price of the Level 3 common stock on the Nasdaq National Market for the last fifteen trading days of the month prior to the determination by the Board of Directors to force conversion. For example, if the average trading price of the Level 3 common stock were $66 (the price of the last trade reported on the OTC Bulletin Board on March 18), Level 3 would issue 2,476,603 shares upon conversion of the Class R stock.
About Level 3 Communications
Level 3 Communications, Inc. (NASDAQ: LVLT), an international communications company, operates one of the largest Internet backbones in the world, connecting 180 markets in 18 countries. The company serves a broad range of wholesale, enterprise and content customers with a comprehensive suite of services including: Internet Protocol (IP) services, broadband transport and infrastructure services, colocation services, voice and voice over IP services, content delivery and media distribution services. These services provide the building blocks to 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 Communications,” "Level 3," the red 3D brackets and the Level 3 Communications logo are registered service marks of Level 3 Communications, LLC in the United States and/or other countries. Level 3 services are provided by wholly owned subsidiaries of Level 3 Communications, Inc. Any other service, product or company names recited herein may be trademarks or service marks of their respective owners.
Forward-Looking Statement
Some of the statements that we make in this press release are forward looking in nature. These statements are based on management’s current expectations or beliefs. These forward looking statements are not a guarantee of performance and are subject to a number of uncertainties and other factors, many of which are outside our control, which could cause actual events to differ materially from those expressed or implied by the statements. The most important factors that could prevent us from achieving our stated goals include, but are not limited to our ability to: successfully integrate acquisitions; increase the volume of traffic on our network; defend our intellectual property and proprietary rights; develop new products and services that meet customer demands and generate acceptable margins; successfully complete commercial testing of new technology and information systems to support new products and services; attract and retain qualified management and other personnel; and meet all of the terms and conditions of our debt obligations. 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 press release should be evaluated in light of these important factors. Level 3 is under no obligation to, and expressly disclaims any such obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise.
