To: David C. Burns who wrote (3401 ) 6/19/2003 6:39:31 PM From: Glenn Petersen Read Replies (1) | Respond to of 3873 Level 3 Holders Complete Note Conversion to Common Shares Thursday June 19, 11:05 am ET biz.yahoo.com BROOMFIELD, Colo. (Dow Jones)--Level 3 Communications Inc. said Longleaf Partners Funds, Berkshire Hathaway Inc. (BRKA, BRKB) and Legg Mason Inc. (NYSE:LM - News) converted all of their outstanding 9% junior convertible subordinated notes due 2012 into 161 million Level 3 common shares. Level 3 raised $500 million from the three institutional investors last year, partly to pursue potential acquisitions in the communications industry. In a press release Thursday, Level 3 said the conversion reduces Level 3's long-term debt by $457 million and generates cash interest savings of about $41 million annually. Of the original $500 million, $43 million had previously been converted. Level 3 had about 462.5 million shares outstanding before the transaction. Level 3 announced the original investment on July 8, 2002. Longleaf Partners Funds purchased $300 million of the junior convertible subordinated notes, while Berkshire Hathaway and Legg Mason purchased $100 million each. The notes, which would have matured in 2012 and were noncallable until 2007, paid 9% cash interest. The notes were convertible at the option of the holders into about 147 million of the communication company's common shares at any time at a conversion price of $3.41, subject to certain adjustments. As previously disclosed, $43 million of the notes were converted into about 13 million shares prior to Thursday's transaction. The 161 million shares being issued under the latest transaction includes 27 million shares to induce the conversion of the notes at this time. At March 31, Level 3 had $6.3 billion of long-term debt, which included the current portion of long-term debt. On a pro forma basis for this conversion, Level 3 had long-term debt of about $5.8 billion and about 623 million common shares outstanding. Shares of Level 3 were trading recently at $7.70, up 62 cents, or 8.8%, on volume of 3.79 million shares. Average daily volume is 3.13 million shares.