OPEN LETTER TO LEVEL 3 STOCKHOLDERS
OMAHA, NEBRASKA, May 17, 1999 – The following open letter to stockholders was released today by James Q. Crowe, president and CEO of Level 3 Communications, Inc. (Nasdaq: LVLT):
Dear Level 3 Owner, On May 19, I will begin a program of selling a total of about 9% of the approximately 11.3 million shares of Level 3 common stock that I currently own. To that end, I have delivered one million of my Level 3 shares to a trustee, with irrevocable instructions to sell 4000 shares on each of the next 250 trading days until all of those shares are sold.
The trustee will have no authority to expand, limit, or suspend such daily sales, which must be completed whether the stock price is higher or lower than it is today. I will retain no right to alter those instructions. I suppose it is unusual for a CEO to disclose in advance that he intends to sell stock of the company which employs him. SEC regulations generally require certain corporate executives (sometimes referred to as "insiders") to provide notice after sales are made, not before.
My reason for providing you with this information in advance is straightforward. I believe you, as owners of
Level 3, are entitled to know whether the person you have hired to run your business intends to sell any of his ownership interest. And, if the answer is yes, you are entitled to know why. I plan to sell this portion of my
Level 3 shares to both repay debt which I incurred when I purchased Level 3 shares in the fall of 1997 and to provide some measure of financial diversification in my personal holdings. I think that I owe it to my family to take this step. I believe this program of limited, daily sales is a fair way to achieve a reasonable balance between prudence and a clear and substantial continuing financial commitment to the success of the company it is my privilege to lead.
I have chosen the mechanism of pre-established sales in predetermined amounts to help reduce any concerns that I might be selling at times when I have information that you don't have. I hope that by announcing my plans in advance. I am making it clear that my decision isn't based on some positive or negative current event or circumstance. After this sales program has been completed, I expect that the value of my retained Level 3 shares will continue to represent most of my personal holdings and will reflect my continued confidence in the prospects of our company.
Very truly yours,
James Q. Crowe
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.
