PAGE 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 15, 1994
(March 15, 1994)
MCI COMMUNICATIONS CORPORATION
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-6457 52-0886267
-------------- ---------------- -------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1801 Pennsylvania Avenue, N.W., Washington, D.C. 20006
------------------------------------------------------
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (202) 872-1600.
1 of 2
<PAGE> PAGE 2
Item 7. Financial Statements and Exhibits.
Exhibit No. Description
----------- -------------------------------------
4 (a) Form of 6-1/4% Senior Note due March 23, 1999.
4 (b) Form of 7-3/4% Senior Debenture due March 23,
2025.
4 (c) Form of Senior Floating Rate Note due March
16, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
MCI COMMUNICATIONS CORPORATION
/s/ Edward G. Freitag
------------------------------
Edward G. Freitag
Assistant Secretary
Date: March 15, 1994
2 of 2
<PAGE> EXHIBIT INDEX
Exhibit No. Description
----------- -------------------------------------
4 (a) Form of 6-1/4% Senior Note due March 23, 1999.
4 (b) Form of 7-3/4% Senior Debenture due March 23,
2025.
4 (c) Form of Senior Floating Rate Note due March
16, 1999.
Page 1 of 1
<PAGE> Exhibit 4(a)
------------
( 1 of 8 )
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR ONE OR
MORE NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY, 55 WATER
STREET, NEW YORK, NEW YORK ("THE DEPOSITARY"), TO A NOMINEE OF
THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO
THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND UNLESS ANY NOTE ISSUED UPON SUCH TRANSFER OR
EXCHANGE IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY SUCH PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
REGISTERED REGISTERED
CUSIP NO. 552673AR6
NO. SRNOT-____ U.S. $___,___,___
MCI COMMUNICATIONS CORPORATION
6-1/4% SENIOR NOTE DUE MARCH 23, 1999
MCI COMMUNICATIONS CORPORATION, a Delaware corporation
(the "Company"), for value received promises to pay to
CEDE & CO.
c/o THE DEPOSITORY TRUST COMPANY
55 WATER STREET
NEW YORK, NEW YORK 10041
, or registered assigns, the principal sum of
<PAGE> Exhibit 4(a)
------------
( 2 of 8 )
_____________________ DOLLARS
on March 23, 1999 (the "Maturity Date"), and to pay interest
thereon at the interest rate per annum of 6-1/4%, semiannually on
March 23 and September 23 of each year, commencing September 23,
1994 (each, an "Interest Payment Date"), to the Holder of this
Note as of the close of business on the Regular Record Date, as
defined below, with respect to such Interest Payment Date, and on
the Maturity Date, until the principal hereof is paid or duly
made available for payment.
Interest payments for this Note will be computed on the
basis of a 360-day year of twelve 30-day months. Interest
payable on this Note on any Interest Payment Date and on the
Maturity Date will include interest accrued from and including
the immediately preceding Interest Payment Date in respect of
which interest has been paid or duly provided for (or from and
including March 23, 1994, if no interest has been paid or duly
provided for with respect to this Note) to but excluding such
Interest Payment Date or the Maturity Date, as the case may be.
If any Interest Payment Date or the Maturity Date falls on a day
that is not a Business Day, as defined below, principal and/or
interest payable with respect to such Interest Payment Date or
Maturity Date, as the case may be, will be paid on the next
succeeding Business Day with the same force and effect as if it
were paid on the date such payment was due, and no interest shall
accrue on the amount so payable for the period from and after
such Interest Payment Date or Maturity Date, as the case may be.
"Business Day" means any day, other than a Saturday or Sunday, on
which banks in The City of New York are not required or
authorized by law or by executive order to close.
The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date or on the Maturity
Date will be paid to the person in whose name this Note is
registered in the Security Register of the Company as of the
close of business on the "Regular Record Date" for such interest
payment, which shall be the March 8 (whether or not a Business
Day) preceding the March 23 Interest Payment Date or the Maturity
Date or the September 8 (whether or not a Business Day) preceding
the September 23 Interest Payment Date, as the case may be.
The principal of and interest on this Note payable on
the Maturity Date will be paid against presentation of this Note
at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, The City of New York, in
such coin or currency of the United States of America as at the
time of payment is legal tender for the payment of public and
private debts.
<PAGE> Exhibit 4(a)
------------
( 3 of 8 )
All payments of principal and interest in respect of
this Note will be made by the Company in immediately available
funds unless and until one or more Notes are issued in
certificated form in exchange herefor, in which event such
payments will be made by the Company in next-day funds.
Reference is hereby made to the further provisions of
this Note set forth after the Trustee's Certificate of
Authentication, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the Certificate of Authentication hereon has
been executed by the Trustee under the Senior Indenture, as each
such term is defined below, directly or through an Authenticating
Agent, by the manual signature of one of its authorized
signatories, this Note shall not be entitled to any benefit under
the Senior Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed, manually or in facsimile, and a
facsimile of its corporate seal to be imprinted hereon.
Dated: March 23, 1994
MCI COMMUNICATIONS CORPORATION
By:
----------------------------
Jonelle St. John
[SEAL] Vice President and Treasurer
Attest:
---------------------------
Assistant Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities issued
under the within-mentioned Senior Indenture.
CITIBANK, N.A., as Trustee
By:
Authorized Signatory
<PAGE> Exhibit 4(a)
------------
( 4 of 8 )
MCI COMMUNICATIONS CORPORATION
6-1/4% SENIOR NOTE DUE MARCH 23, 1999
This Note is one of the duly authorized senior
securities (collectively, the "Securities") of the Company issued
and to be issued under an Indenture between the Company and
Citibank, N.A., as trustee (herein called the "Trustee", which
term includes any successor trustee under such indenture), dated
as of October 15, 1989, as amended by the Trust Indenture Reform
Act of 1990 (the "Senior Indenture"), to which Senior Indenture
and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights,
duties, obligations and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and the terms upon
which the Securities are, and are to be, authenticated and
delivered. This Note is one of the duly authorized series of
Securities designated as "6-1/4% Senior Notes due March 23, 1999"
(collectively, the "Notes"), and the aggregate principal amount
of Notes to be issued under such series is limited to
$300,000,000 (except for Notes authenticated and delivered upon
transfer of, or in exchange for, or in lieu of other Notes). All
terms used but not defined or specified in this Note shall have
the meanings assigned to such terms in the Senior Indenture.
The Notes will not be subject to repayment at the
option of the Holder prior to the Maturity Date or to any sinking
fund.
If an Event of Default with respect to the Notes shall
occur and be continuing, the Trustee or the Holders of not less
than 25% in principal amount of the Notes at the time
Outstanding, as defined in the Senior Indenture, may declare the
principal of all Notes due and payable in the manner and with the
effect provided in the Senior Indenture.
The Senior Indenture permits, with certain exceptions
therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under the
Senior Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than a majority in
aggregate principal amount of the Securities of each series
affected thereby at the time Outstanding. The Senior Indenture
also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of
each series at the time Outstanding, on behalf of the Holders of
<PAGE> Exhibit 4(a)
------------
( 5 of 8 )
all Securities of each series, to waive compliance by the Company
with certain provisions of the Senior Indenture and certain past
defaults under the Senior Indenture and their consequences. Any
such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon
this Note.
No reference herein to the Senior Indenture and no
provision of this Note or of the Senior Indenture shall alter or
impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and interest on this Note
at the time, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Senior Indenture, and subject to
certain limitations herein and therein set forth, the transfer of
this Note may be registered on the Security Register of the
Company upon surrender of this Note for registration of transfer
at the office or agency of the Company in the Borough of
Manhattan, The City of New York, duly endorsed by, or accompanied
by this Note and a written instrument of transfer in form
satisfactory to the Company duly executed by, the Holder hereof
or by his attorney duly authorized in writing and thereupon one
or more new Notes, in authorized denominations, having the same
terms and conditions and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.
As provided in the Senior Indenture, and subject to
certain limitations herein and therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes
having the same terms and conditions, in authorized
denominations, as requested by the Holder surrendering the same.
No service charge will be made for any such registra-
tion of transfer or exchange, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
The Notes are issuable only in fully registered form
without coupons in denominations of $1,000 and integral multiples
in excess thereof.
<PAGE> Exhibit 4(a)
------------
( 6 of 8 )
Prior to due presentment of this Note for registration
of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this
Note is registered as the owner hereof for all purposes, whether
or not this Note be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.
The Senior Indenture and the Notes shall be governed by
and construed in accordance with the laws of the State of New
York applicable to agreements made and to be performed entirely
in such State.
<PAGE> Exhibit 4(a)
------------
( 7 of 8 )
ABBREVIATIONS
The following abbreviations, when used in the
inscription on the first page of this instrument, shall be
construed as though they were written out in full according to
applicable laws or regulations.
UNIF GIFT MIN ACT -- _______________________________________
(Cust)
Custodian _______________________________________
(Minor)
Under Uniform Gifts to Minors Act
_______________________________________
(State)
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in
the above list.
_____________________________________
<PAGE> Exhibit 4(a)
------------
( 8 of 8 )
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
Please Insert Social Security Number or Other Identifying Number
of Assignee:
_________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE,
OF ASSIGNEE:
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
_________________________________________________________________
attorney to transfer said Note on the books of the Company, with
full power of substitution in the premises.
Dated: ___________________ _______________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
fact of this Note in every
particular, without alteration
or enlargement or any change
whatsoever.
SIGNATURE GUARANTEE
_______________________________
<PAGE> Exhibit 4 (b)
-------------
( 1 of 10 )
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR ONE OR
MORE DEBENTURES IN CERTIFICATED FORM, THIS DEBENTURE MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY, 55
WATER STREET, NEW YORK, NEW YORK ("THE DEPOSITARY"), TO A NOMINEE
OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS DEBENTURE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO
THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND UNLESS ANY DEBENTURE ISSUED UPON SUCH TRANSFER OR
EXCHANGE IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY SUCH PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
REGISTERED REGISTERED
CUSIP NO. 552673AS4
NO. SRDEB-____ U.S. $___,___,___
MCI COMMUNICATIONS CORPORATION
7-3/4% SENIOR DEBENTURE DUE MARCH 23, 2025
MCI COMMUNICATIONS CORPORATION, a Delaware corporation
(the "Company"), for value received promises to pay to
CEDE & CO.
c/o THE DEPOSITORY TRUST COMPANY
55 WATER STREET
NEW YORK, NEW YORK 10041
, or registered assigns, the principal sum of
__________________________ DOLLARS
on March 23, 2025 (the "Maturity Date"), and to pay interest
thereon at the interest rate per annum of 7-3/4%, semiannually on
March 23 and September 23 of each year, commencing September 23,
<PAGE> Exhibit 4 (b)
-------------
( 2 of 10 )
1994 (each, an "Interest Payment Date"), to the Holder of this
Debenture as of the close of business on the Regular Record Date,
as defined below, with respect to such Interest Payment Date, and
on the Maturity Date or date fixed for earlier redemption (the
"Redemption Date"), until the principal hereof is paid or duly
made available for payment.
Interest payments for this Debenture will be computed
on the basis of a 360-day year of twelve 30-day months. Interest
payable on this Debenture on any Interest Payment Date and on the
Maturity Date or Redemption Date, as the case may be, will
include interest accrued from and including the next preceding
Interest Payment Date in respect of which interest has been paid
or duly provided for (or from and including March 23, 1994, if no
interest has been paid or duly provided for with respect to this
Debenture) to but excluding such Interest Payment Date or the
Maturity Date or Redemption Date, as the case may be. If any
Interest Payment Date or the Maturity Date or Redemption Date
falls on a day that is not a Business Day, as defined below,
principal, premium, if any, and/or interest payable with respect
to such Interest Payment Date, Maturity Date or Redemption Date,
as the case may be, will be paid on the next succeeding Business
Day with the same force and effect as if it were paid on the date
such payment was due, and no interest shall accrue on the amount
so payable for the period from and after such Interest Payment
Date, Maturity Date or Redemption Date, as the case may be.
"Business Day" means any day, other than a Saturday or Sunday, on
which banks in The City of New York are not required or
authorized by law or by executive order to close.
The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date or on the Maturity
Date will be paid to the person in whose name this Debenture is
registered in the Security Register of the Company as of the
close of business on the "Regular Record Date" for such interest
payment, which shall be the March 8 (whether or not a Business
Day) preceding the March 23 Interest Payment Date or the Maturity
Date or the September 8 (whether or not a Business Day) preceding
the September 23 Interest Payment Date, as the case may be.
Reference is hereby made to the further provisions of this
Debenture set forth after the Trustee's Certificate of
Authentication for provisions with respect to interest payable on
the Redemption Date.
The principal, premium, if any, and interest on this
Debenture payable on the Maturity Date or the Redemption Date
will be paid against presentation of this Debenture at the office
or agency of the Company maintained for that purpose in the
Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of
<PAGE> Exhibit 4 (b)
-------------
( 3 of 10 )
payment is legal tender for the payment of public and private
debts.
All payments of principal, premium, if any, and
interest in respect of this Debenture will be made by the Company
in immediately available funds unless and until one or more
Debentures are issued in certificated form in exchange herefor,
in which event such payments will be made by the Company in next-
day funds.
Reference is hereby made to the further provisions of
this Debenture set forth after the Trustee's Certificate of
Authentication, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the Certificate of Authentication hereon has
been executed by the Trustee under the Senior Indenture, as each
such term is defined below, directly or through an Authenticating
Agent, by the manual signature of one of its authorized
signatories, this Debenture shall not be entitled to any benefit
under the Senior Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed, manually or in facsimile, and a
facsimile of its corporate seal to be imprinted hereon.
Dated: March 23, 1994
MCI COMMUNICATIONS CORPORATION
By:
[SEAL] Vice President and Treasurer
Attest:
Assistant Secretary
<PAGE> Exhibit 4 (b)
-------------
( 4 of 10 )
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities issued
under the within-mentioned Senior Indenture.
CITIBANK, N.A., as Trustee
By:
Authorized Signatory
<PAGE> Exhibit 4 (b)
-------------
( 5 of 10 )
MCI COMMUNICATIONS CORPORATION
7-3/4% SENIOR DEBENTURE DUE MARCH 23, 2025
This Debenture is one of the duly authorized senior
securities (collectively, the "Securities") of the Company issued
and to be issued under an Indenture between the Company and
Citibank, N.A., as trustee (herein called the "Trustee", which
term includes any successor trustee under such indenture), dated
as of October 15, 1989, as amended by the Trust Indenture Reform
Act of 1990 (the "Senior Indenture"), to which Senior Indenture
and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights,
duties, obligations and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and the terms upon
which the Securities are, and are to be, authenticated and
delivered. This Debenture is one of the duly authorized series
of Securities designated as "7-3/4% Senior Debentures due March
23, 2025" (collectively, the "Debentures"), and the aggregate
principal amount of Debentures to be issued under such series is
limited to $450,000,000 (except for Debentures authenticated and
delivered upon transfer of, or in exchange for, or in lieu of
other Debentures). All terms used but not defined or specified
in this Note shall have the meanings assigned to such terms in
the Senior Indenture.
The Debentures will not be subject to repayment at the
option of the Holder prior to the Maturity Date or to any sinking
fund. The Debentures will not be subject to redemption by the
Company prior to March 23, 2004. On and after March 23, 2004,
the Debentures will be subject to redemption at the option of the
Company, as a whole at any time or in part from time to time, on
not less than 30 days nor more than 60 days prior written notice
given as provided in the Senior Indenture, at the redemption
price equal to the percentage of the principal amount set forth
below if redeemed during the twelve-month period beginning on
March 23 of the year indicated:
<PAGE> Exhibit 4 (b)
-------------
( 6 of 10 )
Percentage of
Year Principal Amount
---- ----------------
2004 103.469%
2005 103.122
2006 102.775
2007 102.428
2008 102.081
2009 101.735
2010 101.388
2011 101.041
2012 100.694
2013 100.347
and, beginning on March 23, 2014, at a redemption price of 100%
of the principal amount hereof, plus, in each case, accrued and
unpaid interest to the Redemption Date; provided, however, that
interest payable on an Interest Payment Date which is on or prior
to the Redemption Date shall be payable to the person in whose
name this Debenture is registered in the Security Register of the
Company as of the close of business on the Regular Record Date
immediately preceding such Interest Payment Date.
If less than all the Debentures are redeemed, the
particular Debentures to be redeemed shall be selected for
redemption by such method as the Trustee deems fair and
appropriate. In the event that this Debenture shall be redeemed
in part, this Debenture shall be surrendered to the Trustee in
exchange for one or more new Debentures of authorized
denominations in principal amount equal to the unredeemed portion
of this Debenture and having the same terms and conditions.
If an Event of Default with respect to the Debentures
shall occur and be continuing, the Trustee or the Holders of not
less than 25% in principal amount of the Debentures at the time
Outstanding, as defined in the Senior Indenture, may declare the
principal of all Debentures due and payable in the manner and
with the effect provided in the Senior Indenture.
The Senior Indenture permits, with certain exceptions
therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under the
Senior Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than a majority in
<PAGE> Exhibit 4 (b)
-------------
( 7 of 10 )
aggregate principal amount of the Securities of each series
affected thereby at the time Outstanding. The Senior Indenture
also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of
each series at the time Outstanding, on behalf of the Holders of
all Securities of each series, to waive compliance by the Company
with certain provisions of the Senior Indenture and certain past
defaults under the Senior Indenture and their consequences. Any
such consent or waiver by the Holder of this Debenture shall be
conclusive and binding upon such Holder and upon all future
Holders of this Debenture and of any Debenture issued upon the
registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made
upon this Debenture.
No reference herein to the Senior Indenture and no
provision of this Debenture or of the Senior Indenture shall
alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of, premium, if any, and
interest on this Debenture at the time, place and rate, and in
the coin or currency, herein prescribed.
As provided in the Senior Indenture, and subject to
certain limitations herein and therein set forth, the transfer of
this Debenture may be registered on the Security Register of the
Company upon surrender of this Debenture for registration of
transfer at the office or agency of the Company in the Borough of
Manhattan, The City of New York, duly endorsed by, or accompanied
by this Debenture and a written instrument of transfer in form
satisfactory to the Company duly executed by, the Holder hereof
or by his attorney duly authorized in writing and thereupon one
or more new Debentures, in authorized denominations, having the
same terms and conditions and for the same aggregate principal
amount, will be issued to the designated transferee or
transferees.
As provided in the Senior Indenture, and subject to
certain limitations herein and therein set forth, this Debenture
is exchangeable for a like aggregate principal amount of
Debentures having the same terms and conditions, in authorized
denominations, as requested by the Holder surrendering the same.
No service charge will be made for any such registra-
tion of transfer or exchange, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
The Debentures are issuable only in fully registered
form without coupons in denominations of $1,000 and integral
multiples in excess thereof.
<PAGE> Exhibit 4 (b)
-------------
( 8 of 10 )
Prior to due presentment of this Debenture for
registration of transfer, the Company, the Trustee and any agent
of the Company or the Trustee may treat the Person in whose name
this Debenture is registered as the owner hereof for all
purposes, whether or not this Debenture be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
The Senior Indenture and the Debentures shall be
governed by and construed in accordance with the laws of the
State of New York applicable to agreements made and to be
performed entirely in such State.
<PAGE> Exhibit 4 (b)
-------------
( 9 of 10 )
ABBREVIATIONS
The following abbreviations, when used in the
inscription on the first page of this instrument, shall be
construed as though they were written out in full according to
applicable laws or regulations.
UNIF GIFT MIN ACT -- _______________________________________
(Cust)
Custodian _______________________________________
(Minor)
Under Uniform Gifts to Minors Act
_________________________________
(State)
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in
the above list.
_____________________________________
<PAGE> Exhibit 4(b)
------------
( 10 of 10 )
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
Please Insert Social Security Number or Other Identifying Number
of Assignee:
_________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE,
OF ASSIGNEE:
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
_________________________________________________________________
attorney to transfer said Note on the books of the Company, with
full power of substitution in the premises.
Dated: ___________________ _______________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
fact of this Note in every
particular, without alteration
or enlargement or any change
whatsoever.
<PAGE> Exhibit 4(c)
------------
( 1 of 10)
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR ONE OR
MORE NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY, 55 WATER
STREET, NEW YORK, NEW YORK (THE "DEPOSITARY"), TO A NOMINEE OF
THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OF ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO
THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND UNLESS ANY NOTE ISSUED UPON SUCH TRANSFER OR
EXCHANGE IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY SUCH PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
REGISTERED REGISTERED
NO. R-___ PRINCIPAL AMOUNT
CUSIP NO. 552673 AT2 $___,___,___
MCI COMMUNICATIONS CORPORATION
Senior Floating Rate Note due March 16, 1999
MCI COMMUNICATIONS CORPORATION, a Delaware corporation
the "Company"), for value received, hereby promises to pay to
CEDE & Co., c/o The Depository Trust Company, 55 Water Street,
New York, New York 10041, or registered assigns, the principal
sum of _________________________ Dollars ($___,___,___) on March
16, 1999 (the "Maturity Date"), and to pay interest thereon from
March 16, 1994 or from the most recent Interest Payment Date (as
defined below) to which interest has been paid or duly provided
for, quarterly in arrears on the third Wednesday of March, June,
September and December of each year (each, an "Interest Payment
Date"), commencing on the third Wednesday of June, 1994, and on
the Maturity Date, at the rate of interest described below, until
the principal hereof is paid or duly provided for.
The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date and on the Maturity
Date will, as provided in the Senior Indenture referred to on the
reverse hereof, be paid to the Holder in whose name this Note (or
one or more predecessor Notes) is registered at the close of
business on the Regular Record Date (as defined below) for such
<PAGE> Exhibit 4(c)
------------
( 2 of 10)
interest, which shall be fifteen calendar days (whether or not a
Business Day, as defined below) next preceding such Interest
Payment Date or the Maturity Date, as the case may be (each, a
"Regular Record Date").
Interest payable on this Note on any Interest Payment
Date and on the Maturity Date, as the case may be, will include
the amount of interest accrued during the applicable Interest
Period (as defined below). Accrued interest in respect hereof
will be calculated by multiplying the principal amount hereof by
an accrued interest factor. Such accrued interest factor is
computed by adding the interest factor calculated for each day in
the applicable Interest Period. The interest factor for each day
will be computed by dividing the interest rate applicable to such
day by 360.
An "Interest Period" is each period from and including
the immediately preceding Interest Payment Date in respect of
which interest has been paid or duly provided for (or from and
including March 16, 1994, if no interest has been paid on this
Note, to but excluding the applicable Interest Payment Date or
the Maturity Date, as the case may be. If any Interest Payment
Date other than the Maturity Date would otherwise be a day that
is not a Business Day, such Interest Payment Date will be
postponed to the succeeding Business Day, unless such succeeding
Business Day is in the succeeding calendar month, in which case
such Interest Payment Date will be the preceding Business Day.
If the Maturity Date falls on a day that is not a Business Day,
principal and interest payable on the Maturity Date will be paid
on the succeeding Business Day with the same force and effect as
if it were paid on the date such payment was due, and no interest
shall accrue on the amount so payable for the period from and
after the Maturity Date, as the case may be. A "Business Day"
means any day, (i) other than a Saturday or Sunday, on which
banks in The City of New York are not required or authorized by
law or executive order to close and (ii) which is also a London
Banking Day (as defined below). A "London Banking Day" is any
day on which dealings in United States dollars are transacted in
the London interbank market.
The interest rate hereon will be payable at a floating
rate that will be subject to quarterly adjustment effective on
the third Wednesday of March, June, September and December (each,
a "Reset Date"); provided, however, that if a Reset Date would
otherwise be a day that is not a Business Day, such Reset Date
will be postponed to the succeeding Business Day, unless such
<PAGE> Exhibit 4(c)
------------
( 3 of 10)
succeeding Business Day is in the succeeding calendar month, in
which case such Reset Date will be the preceding Business Day.
The "Determination Date" pertaining to a Reset Date will be the
second London Banking Day preceding such Reset Date.
The interest rate hereon in respect of an Interest
Period will be a per annum rate equal to LIBOR (determined by the
Calculation Agent (as defined below) as of the applicable
Determination Date as described below), plus .19%; provided,
however, that the interest rate hereon in respect of an Interest
Period may not be higher than the maximum rate permitted by New
York law, as the same may be modified by United States law of
general application.
"LIBOR" means, with respect to any Reset Date, the rate
(expressed as a percentage per annum) for deposits in U.S.
dollars for a three-month period that appears on Telerate Page
3750 (as defined below) as of 11:00 a.m., London time, on the
applicable Determination Date for such Reset Date. If such rate
does not appear on Telerate Page 3750 as of 11:00 a.m., London
time, on the applicable Determination Date, the Calculation Agent
will request the principal London office of each of four major
reference banks in the London interbank market selected by the
Calculation Agent to provide such bank's offered quotation
(expressed as a percentage per annum) to prime banks in the
London interbank market for deposits in U.S. dollars for a three
month period as of 11:00 a.m., London time, on such Determination
Date and in a Representative Amount (as defined below). If at
least two such offered quotations are so provided, LIBOR will be
the arithmetic mean of such quotations. If fewer than two such
quotations are so provided, the Calculation Agent will request
each of three major banks in New York City selected by the
Calculation Agent to provide such bank's rate (expressed as a
percentage per annum) for loans in U.S. dollars to leading
European banks for a three-month period as of approximately 11:00
a.m., New York City time, on the applicable Determination Date
and in a Representative Amount. If at least two such rates are
so provided, LIBOR will be the arithmetic mean of such rates. If
fewer than two such rates are so provided, then LIBOR will be
LIBOR in effect on the preceding Reset Date.
"Representative Amount" means a principal amount of not
less than U.S. $1,000,000 that is representatives for a single
transaction in the relevant market at the relevant time.
<PAGE> Exhibit 4(c)
------------
( 4 of 10)
"Telerate Page 3750" means the display designated as
"Page 3750" on the Dow Jones Telerate Service (or such other page
as may replace Page 3750 on that service or such other service as
may be nominated by the British Bankers' Association as the
information vendor for the purpose of displaying British Bankers'
Association Interest Settlement Rates for U.S. dollar deposits).
All percentages resulting from any calculation in
respect of this Note will be rounded to the nearest one hundred -
thousandth of a percentage point, with five one-millionths of a
percentage point rounded upwards (e.g., 9.876545% (or .09876545)
would be rounded to 9.87655% (or .0987655)), and all dollar
amounts used in or resulting from such calculation in respect of
this Note will be rounded to the nearest cent (with one-half cent
rounded upwards).
The Company hereby appoints Citibank, N.A. as
"Calculation Agent", and unless the Company shall have otherwise
provided 30 days' prior written notice to the Holders of the
Notes, Citibank, N.A. will be the Calculation Agent. Upon the
request of any Holder of a Note, the Calculation Agent will
disclose the interest rate then in effect and, if determined, the
interest rate that will become effective as a result of a
determination made for the succeeding Reset Date.
The principal of this Note payable on the Maturity Date
will be paid against presentation of this Note at the office or
agency of the Company maintained for that purpose in the Borough
of Manhattan, The City of New York, in such coin or currency of
the United States of America as a the time of payment is legal
tender for the payment of public and private debts.
All payments of principal, premium, if any, and
interest in respect of this Note will be made by the Company in
immediately available funds unless and until one or more Notes
are issued in certificated form in exchange herefor, in which
event such payments will be made by the Company in next-day
funds.
Reference is hereby made to the further provisions of
this Note set forth on the reverse hereof, which further provi-
sions shall for all purposes have the same effect as if set forth
at this place.
<PAGE> Exhibit 4(c)
------------
( 5 of 10)
Unless the Certificate of Authentication hereon has
been executed by the Trustee referred to on the reverse hereof by
manual signature of one of its authorized signatories, this Note
shall not be entitled to any benefit under the Senior Indenture,
or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed under its facsimile corporate
seal.
Dated: March 16, 1994
MCI COMMUNICATIONS CORPORATION
By:
--------------------------
Jonelle St. John
Vice President and Treasurer
Attest:
- ----------------------
Assistant Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities issued under the within-mentioned
Senior Indenture.
CITIBANK, N.A.
-----------------------
as Trustee
-----------------------
Authorized Signatory
<PAGE> Exhibit 4(c)
------------
( 6 of 10)
[Reverse of Note]
MCI COMMUNICATIONS CORPORATION
Senior Floating Rate Note due March 16, 1999
This Note is one of a duly authorized senior securities
(collectively, the "Securities") of the Company issued and to be
issued under an Indenture between the Company and Citibank, N.A.,
as trustee (herein called the "Trustee", which term includes any
successor trustee under such Indenture), dated as of October 15,
1989, as amended by the Trust Indenture Reform Act of 1990 (the
"Senior Indenture"), to which Senior Indenture and all indentures
supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties, obligations
and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and the terms upon which the Securities
are, and are to be, authenticated and delivered. This Note is
one of the duly authorized series of Securities designated as
"Senior Floating Rate Notes due March 16, 1999" (collectively,
the "Notes"), and the aggregate principal amount of the Notes to
be issued such series is limited to $200,000,000 (except for
Notes authenticated and delivered upon transfer of, or in
exchange for, or in lieu of other Notes). All terms used but not
defined in this Note shall have the meanings assigned to such
terms in the Senior Indenture.
If an Event of Default with respect to the Notes shall
occur and be continuing, the Trustee or the Holders of not less
than 25% in principal amount of the Notes at the time
Outstanding, as defined in the Senior Indenture, may declare the
principal of all Notes due and payable in the manner and with the
effect provided in the Senior Indenture.
This Note may not be redeemed at the option of the
Company or be repaid at the option of the Holder hereof prior to
the Maturity Date and is not subject to any sinking fund.
The Senior Indenture permits, with certain exceptions
therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under the
Senior Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than a majority in
aggregate principal amount of the Securities of each series
affected thereby at the time Outstanding. The Senior Indenture
<PAGE> Exhibit 4(c)
------------
( 7 of 10)
also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of
each series at the time Outstanding, on behalf of the Holders of
all Securities of each series, to waive compliance by the Company
with certain provisions of the Senior Indenture and certain past
defaults under the Senior Indenture and their consequences. Any
such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon
this Note.
No reference herein to the Senior Indenture and no
provision of this Note or of the Senior Indenture shall alter or
impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and interest on this Note
at the time, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Senior Indenture, and subject to
certain limitations therein and herein set forth, the transfer of
this Note may be registered on the Security Register of the
Company upon surrender of this Note for registration of transfer
at the office or agency of the Company in the Borough of
Manhattan, The City of New York, duly endorsed by, or accompanied
by this Note and a written instrument of transfer in form
satisfactory to the Company duly executed by, the Holder hereof
or by his attorney duly authorized in writing, and thereupon one
or more new Notes, in authorized denominations, having the same
terms and conditions and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.
As provided in the Senior Indenture, and subject to
certain limitations therein and herein set forth, this Note is
exchangeable for a like aggregate principal amount of Notes
having the same terms and conditions, in authorized
denominations, as requested by the Holder surrendering the same.
The Notes are issuable only in registered form without
coupons in denominations of $1,000 or any integral multiple
thereof.
No service charge will be made for any such regis-
tration of transfer or exchange, but the Company may require
payment of a sum sufficient to cover any tax or other govern-
mental charge payable in connection therewith.
<PAGE> Exhibit 4(c)
------------
( 8 of 10)
Prior to due presentment of this Note for registration
of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this
Note is registered as the owner hereof for all purposes, whether
or not this Note be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.
The Senior Indenture and the Notes shall be governed by
and construed in accordance with the laws of the State of New
York applicable to agreements made and to be performed entirely
in such State.
<PAGE> Exhibit 4(c)
------------
( 9 of 10)
ABBREVIATIONS
-------------
The following abbreviations, when used in the
inscription on the face of this instrument, shall be construed as
though they were written out in full according to applicable laws
or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants in
common
UNIF GIFT MIN ACT _____________ Custodian _____________
(Cust) (Minor)
under Uniform Gifts to Minors Act
____________________________________
(State)
Additional abbreviations may also be used
though not in the above list
_________________________________
<PAGE> Exhibit 4(c)
------------
( 10 of 10)
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
_________________________________________________________________
_________________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE
_________________________________________________________________
_________________________________________________________________
(Please print or typewrite Name and Address
including Postal Zip Code of Assignee)
_________________________________________________________________
the within Note and all rights thereunder, and hereby
irrevocably constitutes and appoints
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
to transfer said Note on the books of the Company, with full
power of
substitution in the premises.
Dated: ___________________
Signature Guaranteed
____________________________
_______________________________
NOTICE: Signature must be NOTICE: The signature to this
guaranteed by a member firm of assignment must correspond
the New York Stock Exchange or with the name as written upon
a commercial bank or trust the face of the within Note in
company. every particular, without
alteration or enlargement or
any change whatever.
