0000950130-01-504554.txt : 20011009
0000950130-01-504554.hdr.sgml : 20011009
ACCESSION NUMBER: 0000950130-01-504554
CONFORMED SUBMISSION TYPE: SC TO-I/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011002
GROUP MEMBERS: LEVEL 3 COMMUNICATIONS, INC.
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: LEVEL 3 COMMUNICATIONS INC
CENTRAL INDEX KEY: 0000794323
STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813]
IRS NUMBER: 470210602
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC TO-I/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-43185
FILM NUMBER: 1750486
BUSINESS ADDRESS:
STREET 1: 1025 ELDORADO BOULEVARD
STREET 2: 14TH FLOOR
CITY: BROOMFIELD
STATE: CO
ZIP: 80021
BUSINESS PHONE: 3039263000
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: LEVEL 3 FINANCE LLC
CENTRAL INDEX KEY: 0001159045
STANDARD INDUSTRIAL CLASSIFICATION: []
IRS NUMBER: 880505883
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC TO-I/A
BUSINESS ADDRESS:
STREET 1: 1025 ELDORADO BLVD
CITY: BROOMFIELD
STATE: CO
ZIP: 80021
BUSINESS PHONE: 7208882514
MAIL ADDRESS:
STREET 1: 1025 ELDORADO BLVD
CITY: BROOMFIELD
STATE: CO
ZIP: 80021
SC TO-I/A
1
dsctoia.txt
AMENDMENT NO.2 SCHEDULE TO-I
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
SCHEDULE TO-I/A
Tender Offer Statement under Section 13(e)(1) of the
Securities Exchange Act of 1934
Amendment No. 2
------------------------
LEVEL 3 COMMUNICATIONS, INC.
(Name of Subject Company (Issuer))
LEVEL 3 FINANCE, LLC
(Name of Filing Person (Offeror))
LEVEL 3 COMMUNICATIONS, INC.
(Name of Filing Person (Issuer))
6% Convertible Subordinated Notes due 2009
6% Convertible Subordinated Notes due 2010
(Title of Class of Securities)
52729NAG5
52729NAS9
(Cusip Numbers of Class of Securities)
------------------------
Thomas C. Stortz, Esq.
General Counsel
Level 3 Communications, Inc.
1025 Eldorado Boulevard
Broomfield, Colorado 80021
Telephone: (720) 888-1000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Filing Person(s))
Copies to:
John S. D'Alimonte, Esq. Allan G. Sperling, Esq.
Willkie Farr & Gallagher Cleary, Gottlieb, Steen & Hamilton
787 Seventh Avenue One Liberty Plaza
New York, New York 10019 New York, New York 10006
Telephone: (212) 728-8000 Telephone: (212) 225-2000
CALCULATION OF FILING FEE
======================================= ====================================
Transaction Valuation* Amount of Filing Fee
--------------------------------------- ------------------------------------
$165,750,000 $33,150
======================================= ====================================
* Determined pursuant to Rule 0-11(b)(1) of the Securities Exchange Act of
1934
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount Previously Paid: $33,150 Filing party: Level 3 Finance, LLC
Form or Registration No.: 005-43185 Date Filed: September 13, 2001
[ ] Check box if filing relates solely to preliminary communications made
before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1
[X] issuer tender offer subject to Rule 13e-4
[ ] going private transaction subject to Rule 13e-3
[ ] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
================================================================================
Level 3 Finance, LLC ("Purchaser"), a Delaware limited liability
company and a wholly owned subsidiary of Level 3 Communications, Inc., a
Delaware corporation ("Level 3"), and Level 3 hereby amend and supplement the
Tender Offer Statement on Schedule TO, originally filed on September 13, 2001 by
Purchaser, as amended by Amendment No. 1, filed on September 25, 2001 (the
"Schedule TO"), with respect to Purchaser's offers to purchase (1) up to
$275,000,000 aggregate principal amount of Level 3's outstanding 6% Convertible
Subordinated Notes due 2009 (the "2009 Convertible Notes") at a price not
greater than $310 nor less than $270 per $1,000 principal amount, plus accrued
and unpaid interest thereon to, but not including, the date of purchase, and (2)
up to $200,000,000 aggregate principal amount of Level 3's outstanding 6%
Convertible Subordinated Notes due 2010 (the "2010 Convertible Notes" and,
together with the 2009 Convertible Notes, the "Convertible Notes") at a price
not greater than $300 nor less than $260 per $1,000 principal amount, plus
accrued and unpaid interest thereon to, but not including, the date of purchase.
Purchaser's offers for the Convertible Notes are being made upon the terms and
subject to the conditions relating to the Convertible Notes set forth in the
Offers to Purchase, dated September 10, 2001, as supplemented by the Supplement
to the Offers to Purchase, dated September 25, 2001 (as so supplemented, the
"Offer to Purchase"), and in the related letter of transmittal (which, with
respect to the Convertible Notes, as amended or supplemented from time to time,
together constitute the "Convertible Note Offers"). By this amendment, Level 3
is also added as a filing person of the Schedule TO.
Capitalized terms used and not defined herein have the meanings given
to them in the Offer to Purchase and the Schedule TO.
Item 4. Terms of the Transaction.
Item 4 of the Schedule TO is hereby supplemented by adding the
following disclosure:
In the case of an extension of a Convertible Note Offer,
public announcement of that extension will be made not later than 9:00
a.m., New York City time, on the next business day after the last
previously scheduled or announced Expiration Date for that Convertible
Note Offer.
Item 4 of the Schedule TO is hereby amended and supplemented by
amending and restating the last paragraph under Item 9, "Conditions to Each
Offer," in the Offer to Purchase in its entirety with respect to the Convertible
Note Offers only as follows:
The foregoing conditions are for the sole benefit of Purchaser
and the failure of any such condition to be satisfied with respect to
any Convertible Note Offer may be asserted by Purchaser regardless of
the circumstances, including any action or inaction by Purchaser,
giving rise to any such failure and any such failure may be waived by
Purchaser in whole or in part at any time and from time to time prior
to the expiration of the applicable Convertible Note Offer in its sole
discretion. If any of the foregoing conditions to a Convertible Note
Offer shall not have been satisfied, subject to the termination rights
as described above, Purchaser may, with respect to that Convertible
Note Offer, (i) return tendered Notes to the holders who tendered them,
(ii) extend that Convertible Note Offer and retain all tendered Notes
until the expiration of such extended Convertible Note Offer (in which
case, the holders of such tendered Notes will not be entitled to
additional withdrawal rights) (see Item 7, "Withdrawal of Tenders"), or
(iii) amend that Convertible Note Offer in any respect by giving
written notice of such amendment to the Depositary. Purchaser also
reserves the right at any time prior to the expiration of a Convertible
Note Offer to waive satisfaction of any or all of the conditions to
that Convertible Note Offer. The failure of Purchaser at any time to
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exercise any of the foregoing rights will not be deemed a waiver of any
other right and each right will be deemed an ongoing right which may be
asserted at any time with respect to a Convertible Note Offer prior to
the expiration of that Convertible Note Offer.
Item 6. Purpose of the Transaction and Plans or Proposals.
The Offer to Purchase is hereby amended and supplemented by adding the
disclosure contained in Item 6(c) of the Schedule TO.
Item 7. Source and Amount of Funds.
Item 7(a) of the Schedule TO is hereby amended and supplemented by
adding the following disclosure:
As of September 25, 2001, Purchaser held approximately $1
billion in cash and marketable securities.
Item 8. Interest in Securities of the Subject Company.
The Offer to Purchase is hereby amended and supplemented by adding the
disclosure contained in Items 8(a) and 8(b) of the Schedule TO.
Item 12. Exhibits.
(a)(1)(i) Offers to Purchase*
(a)(1)(i)(a) Supplement to Offers to Purchase*
(a)(1)(ii) Letter of Transmittal*
(a)(1)(iii) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees*
(a)(1)(iv) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees*
(a)(1)(v) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9*
(a)(5)(i) Press Release, dated September 10, 2001*
(a)(5)(ii) Press Release, dated September 25, 2001*
* Previously filed.
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SIGNATURE
After due 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.
LEVEL 3 FINANCE, LLC
By: /s/ Neil J. Eckstein
----------------------------
Name: Neil J. Eckstein
Title: Manager
LEVEL 3 COMMUNICATIONS, INC.
By: /s/ Thomas C. Stortz
----------------------------
Name: Thomas C. Stortz
Title: General Counsel
Dated: October 2, 2001
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EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
(a)(1)(i) Offers to Purchase*
(a)(1)(i)(a) Supplement to Offers to Purchase*
(a)(1)(ii) Letter of Transmittal*
(a)(1)(iii) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees*
(a)(1)(iv) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees*
(a)(1)(v) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9*
(a)(5)(i) Press Release, dated September 10, 2001*
(a)(5)(ii) Press Release, dated September 25, 2001*
* Previously filed.
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