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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
MCI Communications Corporation
(Name of company)
Common Stock
(Title of class of securities)
552673105
(CUSIP Number)
Colin R. Green
Secretary and Chief Legal Advisor
British Telecommunications plc
BT Centre
81 Newgate Street
London EC1A 7AJ, England
Tel. No.: (011) 44-71-356-5000
(Name, address and telephone number of person
authorized to receive notices and communications)
November 3, 1996
(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
statement because of Rule 13d-1(b)(3) or (4), check the following / /.
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 (the "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).
(Continued on following pages)
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CUSIP No. 552673105
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1 NAME OF REPORTING PERSON
British Telecommunications plc
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: England and Wales
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NUMBER OF 7 SOLE VOTING POWER:
SHARES 697,500 shares of Common Stock and
BENEFICIALLY 135,998,932 shares of Class A Common Stock,
OWNED BY and upon conversion thereof, 135,998,932
EACH shares of Common Stock for an aggregate of
REPORTING 136,696,432 shares of Common Stock.
PERSON
WITH
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8 SHARED VOTING POWER: N/A
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9 SOLE DISPOSITIVE POWER:
697,500 shares of Common Stock
and 135,998,932 shares of
Class A Common Stock, and upon
conversion thereof,
135,998,932 shares of Common
Stock for an aggregate of
136,696,432 shares of Common
Stock.
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10 SHARED DISPOSITIVE POWER: N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
697,500 shares of Common Stock and 135,998,932 shares of Class A
Common Stock, and upon conversion thereof, 135,998,932 shares of
Common Stock for an aggregate of 136,696,432 shares of Common
Stock.
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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):
100% of the Class A Common Stock. If the Class A Common
Stock is converted into Common Stock, in addition to the
Common Stock already owned (which, by itself, amounts to
less than 1% of the Common Stock), approximately 20% of the
Common Stock.
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14 TYPE OF REPORTING PERSON: CO
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This Amendment No. 2 amends and supplements the Schedule 13D
filed with the Securities and Exchange Commission on October 11, 1994 by British
Telecommunications plc, a public limited company incorporated under the laws of
England and Wales (the "Reporting Person"), as amended by Amendment No. 1
thereto (as so amended, the "Schedule 13D"), and is filed to reflect information
required by Rule 13d-2 under the Securities Exchange Act of 1934, as amended,
with respect to the common stock, par value $.10 per share ("Common Stock"), of
MCI Communications Corporation, a Delaware corporation (the "Company").
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The following amendments to Item 5 of the Schedule 13D are
hereby made:
(i) Inserting the following immediately after the first
paragraph of part (a):
"The Reporting Person owns beneficially and of record a total
of 697,500 shares of Common Stock. The Reporting Person purchased 685,000 of
these shares through open market transactions as follows: on November 17, 1995,
550,000 shares of Common Stock at a price of $26.125 per share; on November 20,
1995, 85,000 shares of Common Stock at a price of $26.375 per share; and on
November 22, 1995, 50,000 shares of Common Stock at a price of $26.50 per share.
In addition, on March 25, 1996, Mr. Michael Hepher, a former Director of the
Reporting Person, exercised an option to acquire 12,500 shares of Common Stock
pursuant to the Company's 1988 Director's Stock Option Plan at an exercise price
of $25.375 per share. Pursuant to his employment arrangement with the Reporting
Person, Mr. Hepher held such option as a "bare trustee" for the benefit of the
Reporting Person, as a result of which the Reporting Person paid the exercise
price for, and was granted beneficial ownership of, such 12,500 shares of Common
Stock immediately upon the exercise of such option."
(ii) Inserting the following at the end of the first paragraph
of part (b):
"The same applies to the shares of Common Stock owned of
record by the Reporting Person."
(iii) Inserting the following at the end of the first
paragraph of part (d):
"The same applies to the shares of Common Stock owned of
record by the Reporting Person."
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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.
Dated: December 5, 1996 British Telecommunications plc
By /s/ JACK GREENBERG
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Name: Jack Greenberg
Title: Director, Legal Services,
Global Communications
