-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A1aXihslCS3tasgnKzu9obBVb051AibKw6z9JLZrLZS12WrAOgSla/ioOZhgDDJw osfaJz42fiDVk8Po+sPTgA== 0001059588-98-000001.txt : 19980413 0001059588-98-000001.hdr.sgml : 19980413 ACCESSION NUMBER: 0001059588-98-000001 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980410 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LEVEL 3 COMMUNICATIONS INC CENTRAL INDEX KEY: 0000794323 STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600] IRS NUMBER: 470210602 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-43185 FILM NUMBER: 98591485 BUSINESS ADDRESS: STREET 1: 1000 KIEWIT PLZ STREET 2: 14TH FLOOR CITY: OMAHA STATE: NE ZIP: 68131 BUSINESS PHONE: 4023422052 MAIL ADDRESS: STREET 1: 1000 KIEWIT PLAZA STREET 2: 14TH FL CITY: OMAHA STATE: NE ZIP: 68131 FORMER COMPANY: FORMER CONFORMED NAME: KIEWIT PETER SONS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STINSON KENNETH E CENTRAL INDEX KEY: 0001059588 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1000 KIEWIT PLAZA CITY: OMAHA STATE: NE ZIP: 68131 BUSINESS PHONE: 4029431321 MAIL ADDRESS: STREET 1: 1000 KIEWIT PLAZA CITY: OMAHA STATE: NE ZIP: 68131 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION REQUIRED TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) Level 3 Communications, Inc. (Name of Issuer) Class R Convertible Common Stock $0.01 Par Value (Title of Classes of Securities) N/A (CUSIP Number) Michael F. Norton, Esq. 1000 Kiewit Plaza Omaha, Nebraska 68131 Telephone Number: (402) 342-2052 (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications) March 31, 1998 (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ----. Note. Six copies of this statement, including exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 4 Pages) CUSIP No. N/A 13D Page 2 of 4 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Kenneth E. Stinson 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ---- (b) ---- 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ---- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 7 SOLE VOTING POWER SHARES 554,193.60 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 554,193.60 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 554,193.60 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ---- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5% 14 TYPE OF REPORTING PERSON* IN CUSIP No. N/A 13D Page 3 of 4 Pages Item 1. Security and Issuer. The class of securities to which this statement relates is the $0.01 par value Class R Convertible Common Stock ("Class R Stock") of Level 3 Communications, Inc., a Delaware corporation (the "Issuer"). The Issuer's principal executive offices are located at 3555 Farnam Street, Omaha, Nebraska 68131. Each share of Class R Stock is convertible into the $0.01 par value common stock ("Common Stock") of the Issuer at such times and in the ratio specified in the Issuer's Restated Certificate of Incorporation ("Certificate"), and votes with the shares of Common Stock on an as converted basis. Assuming a Common Stock trading price of $74.25 (the reported NASDAQ closing price of the Common Stock on April 1, 1998), all of the issued and outstanding shares of Class R Stock would represent less than 2% of the total voting stock of the Issuer. Item 2. Identity and Background. This statement is being filed by Kenneth E. Stinson, an individual ("Investor"), whose business address is 1000 Kiewit Plaza, Omaha, Nebraska 68131. The Investor is the President and Chief Executive Officer of Peter Kiewit Sons', Inc. ("PKS"), and conducts his employment at PKS' principal executive offices located at 1000 Kiewit Plaza, Omaha, Nebraska 68131. The Investor has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). The Investor has not, during the last five years, been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which the Investor was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. The Investor is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. The Investor acquired his Class R Stock through a stock dividend in connection with a transaction (the "Transaction") separating the construction business and the diversified business of the Issuer into two independent companies. The Transaction is described in the Registration Statement filed by the Issuer and PKS on Form S-4 (Registration No. 333-34627). Item 4. Purpose of Transaction. The Investor acquired his Class R Stock for investment purposes. Item 5. Interest in Securities of the Issuer. The Investor is the beneficial owner of 554,193.60 shares of Class R Stock. This amount represents 8.5% of the Issuer's issued and outstanding Class R Stock. The Investor retains both voting and investment power over such shares of Class R Stock. The Investor acquired his Class R Stock on January 2, 1998. Prior to the consummation of the Transaction on March 31, 1998, the Class R Stock possessed no voting rights. Assuming a Common Stock trading price of $74.25, the Investor's shares of Class R Stock would represent less than 0.2% of the total voting stock of the Issuer. CUSIP No. N/A 13D Page 4 of 4 Pages Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. None, except as otherwise specified in the Certificate. Item 7. Material to be Filed as Exhibits. None. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. April 6, 1998 (Date) /s/ Kenneth E. Stinson (Signature) Kenneth E. Stinson (Name) -----END PRIVACY-ENHANCED MESSAGE-----