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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of
The Securities Exchange Act of 1934
MCI CAPITAL I
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(Exact name of registrant as specified in Trust Agreement)
Delaware
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(State of incorporation or organization of each registrant)
52-6793953
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(I.R.S. Employer Identification No.)
c/o MCI Communications Corporation
1801 Pennsylvania Avenue, N.W.
Washington, D.C.
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(Address of principal executive offices of each registrant)
20006
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(Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(B) OF THE ACT:
Name of each Exchange
Title of each class on which each class
to be so registered is to be registered
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None None
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instructions A(c)(l), please check the
following box [ ].
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933, pursuant to General
Instruction A(c)(2), please check the following box [ ].
SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(G) OF THE ACT:
Title of each class
to be so registered
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___% Cumulative Quarterly Income
Preferred Securities, Series A
to be issued by MCI Capital I
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The title of the class of securities to be registered hereunder is "___ %
Cumulative Quarterly Income Preferred Securities, Series A" (the "Series A
QUIPS"). The Series A Quips will be issued by MCI Capital I and guaranteed by
MCI Communications Corporation ("MCI") to the extent set forth in the form of
guarantee (the "Guarantee") of MCI. A description of the Series A QUIPS is set
forth in the Registration Statement on Form S-3 (File No. 333-02593), initially
filed with the Securities and Exchange Commission (the "Commission") on April
17, 1996, as amended by Amendment No. 1 thereto filed with the Commission on May
20, 1996 and as the same may be further amended (the "Registration Statement"),
under the captions "Description of QUIPS" and "Description of Guarantees" in
the Prospectus included in the Registration Statement (the "Prospectus") and
under the caption "Certain Terms of the Series A QUIPS" in the Prospectus
Supplement included in the Registration Statement (the "Prospectus Supplement"),
which description is hereby incorporated by reference herein. Any form of
prospectus or prospectus supplement that includes such description that is
subsequently filed by the registrant as part of an amendment to the Registration
Statement or otherwise pursuant to Rule 424(b) under the Securities Act, is
hereby incorporated by reference herein.
ITEM 2. EXHIBITS.
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1.01 The Registration Statement, initially filed with the Commission on
April 17, 1996, as amended by Amendment No. 1 filed with the Commission
on May 20, 1996 and as the same may be further amended.
4.01 Form of Junior Subordinated Indenture between MCI and Wilmington Trust
Company, as Debenture Trustee (incorporated herein by reference to
Exhibit 4.01 to the Registration Statement).
4.02 Form of Supplemental Indenture between MCI and Wilmington Trust Company,
as Debenture Trustee (incorporated herein by reference to Exhibit 4.13 of
the Registration Statement).
4.03 Trust Agreement of MCI Capital I, dated as of April 17, 1996, between
MCI, as Depositor, and Wilmington Trust Company, as Trustee (incorporated
herein by reference to Exhibit 4.02 of the Registration Statement).
4.04 Form of Amended and Restated Trust Agreement, between MCI, as Depositor,
and Wilmington Trust Company, as Property Trustee and Delaware Trustee
(incorporated herein by reference to Exhibit 4.10 to the Registration
Statement.
4.05 Form of Guarantee Agreement, between MCI, as Guarantor, and Wilmington
Trust Company, as Guarantee Trustee (incorporated herein by reference to
Exhibit 4.12 to the Registration Statement).
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4.06 Form of Certificate of __% Cumulative Quarterly Income Preferred
Security (incorporated herein by reference to Exhibit 4.11 to the
Registration Statement).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Date: May 20, 1996
MCI CAPITAL I
By: MCI Communications Corporation as
Depositor
By:
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Jonelle St. John
Vice President and Treasurer
