The following is a letter that I received today regarding the Kiewit Class D stock, commonly referred to as Level 3.
PETER KIEWIT SONS', INC.
ESTABLISIIED 1884
One Thousand KiewitPlaza 402/342-2052
Omaha, Nebraska 68131 FAX 402/271-2829
February 27, 1998
Dear Stockholder:
Last December, the Company's stockholders approved a series of proposals related to the proposed separation of the Company's construction and diversified businesses, to be accomplished through the exchange of the common stock ("New PKS Stock") of a new construction holding company, PKS Holdings, Inc., for the Company's Class C Stock (the "Exchange"). The Exchange was described in the Company's Proxy Statement/Joint Prospectus dated November 10, 1997. The Proxy Statement also described a proposed distribution of Class R Stock by the Company to Class C Stockholders, which was recorded on the Company's books on January 2, 1998.
Completion of the Exchange is subject to the receipt by the Company of an IRS ruling or an opinion of tax counsel to the effect that (i) the Exchange will be tax-free for United States federal income tax purposes, and (ii) the distribution of shares of Class R Stock will be tax-free (the "Tax Condition"). The Company expects to receive an IRS ruling that the Exchange will be tax-free, and an opinion of its tax counsel that the distribution of shares of Class R Stock will be
tax-free in the next few weeks. Accordingly, the Company shall complete the Exchange and the separation of the construction and diversified businesses on March 31, 1998, unless the Tax Condition is not satisfied on or before that date (the date of such exchange being the "Exchange Date"), in which case, the Company shall complete the Exchange and the separation of the construction and diversified businesses on such later date as shall be set forth in a subsequent notice given at least 30 days prior to such later date.
Pursuant to the Exchange, each holder of Class C Stock will receive one share of New PKS Stock for each share of Class C Stock held as of the date of the Exchange. Promptly after the Exchange, PKS Holdings, Inc. will be renamed "Peter Kiewit Sons', Inc.", and Peter Kiewit Sons', Inc. will be renamed "Level 3 Communications, Inc." After the Exchange Date, Class C Stockholders will not receive dividends on Class C Stock; dividends will be paid instead on New PKS Stock. Class C Stockholders will be entitled to receive certificates for the New PKS Stock only upon surrender of the stock certificates for the Class C Stock being exchanged for the New PKS Stock. Instructions for surrender of Class C stock certificates to the Company's Stock
Registrar will be mailed within the next two weeks.
The Exchange will not affect outstanding Class D Stock. Each holder of Class D Stock will retain all Class D Stock held prior to the Exchange. After the Exchange, Class D Stock automatically will become the common stock of Level 3 Communications, Inc.; no new certificates will be issued for Level 3 Communications, Inc. common stock.
Please call Doug Obermier, the Company's Stock Registrar, at (402) 271-2977 if you have any questions about the exchange
Very truly yours,
Walter Scott, Jr.
Chairman and President |
