To: Charles R. Peluso MD who wrote (1 ) 3/19/1998 1:57:00 PM From: JRobinson Read Replies (1) | Respond to of 11
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