Here is a little research about the insider sales.
Two letters by Jim Crowe explaining the insider sales.
May 17, 1999
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
May 19, 2000
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 |
