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, Neb., March 19 /PRNewswire/ -- 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. (KCG). 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.
Level 3 Communications
Level 3 Communications, Inc. is a telecommunications and information
services company that has announced its plans to build and operate an advanced
fiber optic network across the U.S., based on Internet technology. Level 3
will focus primarily on the business market, using its network to provide a
full range of communications services -- including local, long distance and
data transmission as well as other enhanced services and Internet access
services. Plans also call for the company to expand internationally. Level
3's World Wide Web address is www.L3.com.
Level 3 Communications, Inc.
Fact Sheet
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