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Open Letter to Level 3 Stockholders
BROOMFIELD, COLORADO, May 19, 2000 – 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:
In May 1999, I established a program to sell 1.0 million shares of my Level 3 common stock at the rate of 4,000 shares each trading day. Today, I am writing to you once again to inform you, in advance, that I intend to continue that program again this year, although at a reduced number of shares.
To that end, I have delivered 500,000 shares of my Level 3 common stock to a trustee, with irrevocable instructions to sell 2,000 shares on each of the next 250 trading days until all of those shares are sold. As with my program last year, the trustee will have no authority to expand, limit, or suspend these daily sales. These sales must be completed whether the stock price is higher or lower than it is today. I will retain no right to alter those instructions. While current SEC regulations generally require only that "insiders" disclose sales after the fact, I continue to believe that you, as owners of Level 3, are entitled to know in advance 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 continue to provide some measure of financial diversification in my personal holdings. As of the date of this letter, this coming year's sales represent about 5% of my Level 3 common stock holdings and approximately 4% of my total holdings, including vested Outperform Stock Options.
As I indicated last year, I believe this program of limited, daily sales is a fair way to achieve a reasonable balance between personal financial diversification and a clear and substantial continuing equity interest and commitment to the success of the company it is my privilege to lead.
In addition, I believe this program helps to 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, and using a trustee with irrevocable instructions to effect this program, I am making it clear that my decision isn't based on some undisclosed positive or negative event or circumstance. After this sales program has been completed, I expect that the value of my total Level 3 holdings will continue to represent a substantial majority of my personal holdings and will reflect my continued confidence in the prospects of our company.
Very truly yours,
James Q. Crowe
(*Softswitches are advanced software based switching systems, which enable Level 3 to provide services combining the best features of the Internet and traditional telephone networks.)
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.
