UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Final Amendment)*
Nationwide Cellular Service, Inc.
-----------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
-----------------------------
(Title of Class of Securities)
638595108
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(CUSIP Number)
John R. Worthington, General Counsel,
MCI Communications Corporation, 1801 Pennsylvania Avenue, N.W.,
Washington, D.C. 20006 (202) 872-1600
----------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 20, 1995
-----------------------------
(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 [ ].
Check the following box if a fee is being paid with the
statement [ ]. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 8 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 638595108 Page 2 of 8 Pages
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1. NAME OF REPORTING PERSON
S.S. or I.R.S.IDENTIFICATION NO. OF ABOVE PERSON
MCI COMMUNICATIONS CORPORATION 52-0886267
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2. CHECK THE APPROPRIATE BOX IF A MEMBER (a) [ ]
OF A GROUP* (b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
00(see item 3)
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
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7. SOLE VOTING POWER
NUMBER OF -O-
SHARES ----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY NONE. -O-
EACH ----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON -O-
WITH ----------------------------------------------------
10. SHARED DISPOSITIVE POWER
NONE. -O-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-O-
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
No shares of common stock, par value $.01 per share, of
Nationwide Cellular Service, Inc. remain outstanding.
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14. TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE
COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE
SCHEDULE AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 638595108 Page 3 of 8 Pages
The Statement on Schedule 13D of MCI Communications
Corporation("MCI") filed on June 1, 1995 is hereby and
supplemented as follows:
Item 2. Identity and Background.
The merger of NTS Acquisition Corp. (the "Purchaser") with
and into Nationwide Cellular Service, Inc. ("Nationwide") was
approved by (i) the stockholders of Nationwide at a special
meeting of such stockholders held on September 19, 1995, and (ii)
the sole stockholder of the Purchaser upon the written consent in
lieu of a meeting dated September 7, 1995. The certificate of
merger was filed with the Secretary of State of the State of
Delaware on September 20, 1995, and the merger became effective
upon such filing (the "Merger").
Item 5. Interest in Securities of the Issuer.
As a result of the Merger, no shares of common stock, par
value $.01 per share (the "Nationwide Common Stock"), of
Nationwide remain outstanding. Each share of Nationwide Common
Stock owned by Nationwide or by any subsidiary of Nationwide or
by MCI, the Purchaser or any other subsidiary of MCI was
cancelled and retired and ceases to exist. Each issued and
outstanding share of Nationwide Common Stock (other than those
cancelled as described in the preceding sentence) was converted
into the right to receive $18.50 in cash, payable to the holder
thereof, without interest. Each share of common stock, par value
$.10 per share, of the Purchaser issued and outstanding
immediately prior to the effective time of the Merger was
converted into one validly issued, fully paid and nonassessable
share of common stock, par value $.10 per share, of the surviving
corporation in the Merger, which is all of the issued and
outstanding capital stock of the surviving corporation.
<PAGE>
CUSIP No. 638595108 Page 4 of 8 Pages
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this Schedule 13D is true, complete and correct.
MCI COMMUNICATIONS CORPORATION
By: /s/ Douglas L. Maine
---------------------
Name: Douglas L. Maine
Title: Executive Vice President and
Chief Financial Officer
DATED: September 20, 1995
<PAGE>
CUSIP No. 638595108 Page 5 of 8 Pages
SCHEDULE A
Board of Directors and Executive Officers of
MCI Communications Corporation
The directors and executive officers of MCI Communications
Corporation are identified in the table below. Directors of MCI
Communications Corporation are indicated by an asterisk.
Name
Business Address
Citizenship
Principal Occupation
1. Bert C. Roberts, Jr.(*)
MCI Communications Corporation
1801 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
United States
Chairman and Chief Executive Officer,
MCI Communications Corporation
2. Clifford L. Alexander, Jr.(*)
Alexander & Associates, Inc.
400 C. Street, N.E.
Washington, D.C. 20002
United States
President, Alexander & Associates, Inc.
3. Judith C. Areen(*)
Georgetown University Law Center
600 New Jersey Avenue, N.W.
Washington, D.C. 20001
United States
Executive Vice President of Law Center Affairs
and Dean of the Law Center,
Georgetown University
4. Michael H. Bader(*)
Haley, Bader & Potts
4350 N. Fairfax Drive
Arlington, VA 22203-1633
United States
Partner, Haley, Bader & Potts
<PAGE>
CUSIP No. 638595108 Page 6 of 8 Pages
5. Michael Hepher(*)
British Telecommunications plc.
81 Newgate Street
London, United Kingdom EC1A 7AJ
United Kingdom/Canada
Director and Group Managing Director,
British Telecommunications plc
6. Richard M. Jones(*)
Savings and Profit Sharing Fund
Sears Tower
Chicago, IL 60684
United States
Former Chairman and Chief Executive Officer,
Guaranty Federal Savings Bank
7. Gordon S. Macklin(*)
MCI Communications Corporation
1801 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
United States
Corporate Financial Advisor and
Independent Director
8. Alfred T. Mockett(*)
British Telecommunications plc.
81 Newgate Street
London, United Kingdom EC1A 7AJ
United Kingdom/United States
Managing Director of Global Communications,
British Telecommunications plc.
9. Dr. Alan Rudge(*)
British Telecommunications plc.
81 Newgate Street
London, United Kingdom EC1A 7AJ
United Kingdom
Director, Deputy Group Managing Director and
Managing Director, Development and Procurement,
British Telecommunications plc
10. Richard B. Sayford(*)
MCI Communications Corporation
1801 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
United States
President and Chief Executive Officer
Strategic Enterprises, Inc.,
<PAGE>
CUSIP No. 638595108 Page 7 of 8 Pages
11. Gerald H. Taylor(*)
MCI Communications Corporation
1801 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
United States
President and Chief Operating Officer,
MCI Communications Corporation
12. Judith Whittaker(*)
Hallmark Cards, Incorporated
2501 McGee Trafficway
Kansas City, MO 64108
United States
Vice President-Legal,
Hallmark Cards, Incorporated
13. John R. Worthington(*)
MCI Communications Corporation
1801 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
United States
Senior Vice President and General Counsel,
MCI Communications Corporation
14. Timothy F. Price
MCI Telecommunications Corporation
Three Ravinia Drive
Atlanta, GA 30346-2102
United States
Executive Vice President and Group President,
MCI Telecommunications Corporation
15. Seth D. Blumenfeld
MCI International, Inc.
Two International Drive
Rye Brook, New York 10573
United States
President, MCI International, Inc.
16. John W. Gerdelman
MCI Telecommunications Corporation
1801 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
United States
Executive Vice President,
MCI Telecommunications Corporation
17. Douglas L. Maine
MCI Communications Corporation
1801 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
United States
Executive Vice President and
Chief Financial Officer,
MCI Communications Corporation
<PAGE>
CUSIP No. 638595108 Page 8 of 8 Pages
18. Scott B. Ross
MCI Telecommunications Corporation
Three Ravinia Drive
Atlanta, GA 30346-2102
United States
Executive Vice President,
MCI Telecommunications Corporation
19. Michael J. Rowny
MCI Communications Corporation
1801 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
United States
Executive Vice President,
MCI Communications Corporation
20.James M. Schneider
MCI Communications Corporation
1801 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
United States
Senior Vice President,
MCI Communications Corporation
