LEVEL 3 COMMUNICATIONS, INC.
3555 Farnam Street
Omaha, NE 68131
May 10, 1999
Dear Stockholder:
By this point you should have received by mail our 1998 Annual Report,
Proxy Statement dated April 26, 1999 and the Proxy card relating to the 1999
Annual Meeting of Stockholders.
Since the mailing of our proxy materials, we have received a number of
questions from our stockholders regarding the location of, and additional
information relating to, the Annual Meeting and the proposal to increase the
number of authorized shares of common stock, par value $.01 per share (the
"Common Stock"). For your convenience, we have compiled a short list of these
questions and answers. In addition, this letter clarifies two changes to our
Proxy Statement.
Question 1. Where will the Annual Meeting be held? How long will it last?
As a result of a greater than anticipated response from stockholders that
have indicated an interest in attending the Annual Meeting, we changed the
location of the Annual Meeting to a larger facility.
As stated in the Proxy Statement, the Annual Meeting of Stockholders will
be held at the Omaha Civic Auditorium Music Hall, 17th and Davenport,
Omaha, Nebraska, at 9:00 a.m. on May 27th, 1999.
Doors will open at 8:00 a.m., where there will be information booths, a
company store and refreshments. We expect the Annual Meeting to last
approximately two hours. Please note that the Annual Meeting this year is
not being held where it was held last year.
Question 2. How will the increase of authorized shares of Common Stock from 500
million to 1.5 billion affect the shares I hold?
Currently there is no agreement, arrangement or understanding relating to
an issuance and sale of Common Stock. A vote to increase the number of
authorized shares of Common Stock will provide Level 3 with the flexibility
for future activities required to support the business plan. If the
proposal is approved, these shares will be only authorized and not
immediately issued.
As a matter of state corporate law, each corporation must state in their
Certificate of Incorporation the maximum number of shares of common stock
that can be issued by the corporation. To change this maximum number
requires a vote of the corporation's stockholders.
An increase in the authorized shares of Common Stock will provide Level 3
flexibility to engage in certain transactions with stock, such as
financings; investment opportunities; acquisitions of other companies;
stock dividends or splits; employee benefit plans; or other corporate
purposes the Board of Directors deems advisable.
|
