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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
MCI Communications Corporation
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(Exact name of registrant as specified in its charter)
Delaware 52-0886267
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1801 Pennsylvania Avenue, N.W., Washington, D.C. 20006
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
None
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(Title of Class)
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Preferred Stock Purchase Rights NASDAQ National Market
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Item 1. Description of Securities to be Registered
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On November 3, 1996, MCI Communications Corporation (the
"Company"), British Telecommunications plc ("BT") and Tadworth Corporation, a
wholly-owned subsidiary of BT ("Tadworth"), entered into an Agreement and Plan
of Merger, dated as of November 3, 1996 (the "Merger Agreement"). The Merger
Agreement provides, among other things, for the business combination of the
Company and Tadworth through a single-step merger of the two companies. The
single-step merger shall be referred to herein as the "Merger".
In connection with the Merger Agreement, the Company executed
Amendment No. 1 (the "Rights Amendment") to the Rights Agreement, dated as of
September 30, 1994, with Mellon Bank, N.A., as Rights Agent (as amended by
Amendment No. 1 thereto, the "Rights Agreement"). The Rights Amendment provides
that BT will not become an "Acquiring Person" and that no "Stock Acquisition
Date" or "Distribution Date" (as such terms are defined in the Rights Agreement)
will occur as a result of: (i) the approval, execution or delivery of the Merger
Agreement or (ii) the consummation of the Merger. A summary of the Company's
Preferred Stock Purchase Rights (the "Rights"), as amended, follows.
Summary of Rights
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On September 30, 1994, the Board of Directors of MCI
Communications Corporation (the "Company") declared a dividend of one preferred
share purchase right (a "Right") for each outstanding share of common stock, par
value $.10 per share and Class A common stock, par value $.10 per share, of the
Company (the "Common Shares"). The payment of the dividend of the Rights was
subject to the closing of the transactions contemplated by the Amended and
Restated Investment Agreement dated as of January 31, 1994 (the "Investment
Agreement") between the Company and British Telecommunications plc ("BT"), which
has now occurred. The rights dividend was distributed on October 11, 1994 (the
"Record Date") to the stockholders of record on that date. Prior to the
Distribution Date (as defined below), the Rights will also be attached to all
future issuances of Common Shares. Each Right entitles the registered holder to
purchase from the Company one one-hundredth of a share of Series E Junior
Participating Preferred Stock, par value $.10 per share (the "Preferred Shares")
of the Company at a price of $100 per one one-hundredth of a Preferred Share
(the "Purchase Price"), subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement dated as of September 30, 1994 (the
"Rights Agreement") between the Company and Mellon Bank, N.A., as Rights Agent
(the "Rights Agent").
The Rights will become exercisable on the date (the
"Distribution Date") that is the earlier of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person", which term shall not
<PAGE>
include BT or any of its affiliates which would otherwise become Acquiring
Persons solely by reason of: (x) the approval, execution or delivery of the
Merger Agreement or (y) the consummation of the Merger) has acquired beneficial
ownership of 10% or more of the outstanding Common Shares (more than 20.1% of
the outstanding Common Shares in the case of share acquisitions by BT) or (ii)
10 business days (or such later date as may be determined by action of the Board
of Directors prior to such time as any person or group of affiliated persons
becomes an Acquiring Person) following the commencement or announcement of an
intention to make a tender offer or exchange offer the consummation of which
would result in the beneficial ownership by a person or group of 10% or more of
the outstanding Common Shares (more than 20.1% of the outstanding Common Shares
in the case of a tender offer or exchange offer commenced or announced by BT).
BT will not be deemed an Acquiring Person solely by virtue of the shares of
Class A Common Stock it acquires pursuant to the Investment Agreement or any
shares of Common Stock issued upon conversion of such shares of Class A Common
Stock. The Rights will be evidenced, with respect to any of the Common Share
certificates outstanding as of the Record Date, by such Common Share certificate
together with a copy of this Summary of Rights.
The Rights Agreement provides that, until the Distribution
Date (or earlier redemption or expiration of the Rights), the Rights will be
transferred with and only with the Common Shares. Until the Distribution Date
(or earlier redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or new issuances of
Common Shares will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or expiration of
the Rights), the surrender for transfer of any certificates for Common Shares
outstanding as of the Record Date, even without such notation or a copy of this
Summary of Rights, will also constitute the transfer of the Rights associated
with the Common Shares represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing the Rights
("Right Certificates") will be mailed to holders of record of the Common Shares
as of the close of business on the Distribution Date and thereafter such
separate Right Certificates alone will evidence the Rights. The Rights Agreement
provides that anything therein or in the Rights to the contrary notwithstanding,
Rights may be issued subsequent to the Distribution Date under certain
circumstances as set forth in the Rights Agreement.
The Rights are not exercisable until the Distribution Date.
The Rights will expire on September 30, 2004 (the "Final Expiration Date"),
unless the Final Expiration Date is extended or unless the Rights are earlier
redeemed or exchanged by the Company, in each case as described below.
The Purchase Price payable, and the number of Preferred Shares
or other securities or property issuable, upon exercise of
<PAGE>
the Rights are subject to adjustment from time to time to prevent dilution (i)
in the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Shares, (ii) upon the grant to holders of the
Preferred Shares of certain rights or warrants to subscribe for or purchase
Preferred Shares at a price, or securities convertible into Preferred Shares
with a conversion price, less than the then-current market price of the
Preferred Shares or (iii) upon the distribution to holders of the Preferred
Shares of evidences of indebtedness or assets (excluding regular periodic cash
dividends paid out of earnings or retained earnings or dividends payable in
Preferred Shares) or of subscription rights or warrants (other than those
referred to above).
The number of outstanding Rights are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will
not be redeemable, except as otherwise provided under Section 9 of the Company's
Certificate of Incorporation. Each Preferred Share will be entitled to a
preferential quarterly dividend payment of the greater of $1 per share or 100
times the dividend declared per Common Share. In the event of liquidation, the
holders of the Preferred Shares will be entitled to a preferential liquidation
payment of the greater of $100 per share or 100 times the payment made per
Common Share. Each Preferred Share will have 100 votes, voting together with the
Common Shares. These rights are protected by customary antidilution provisions.
Because of the nature of the Preferred Shares' dividend,
liquidation and voting rights, the value of the one one-hundredth interest in a
Preferred Share purchasable upon exercise of each Right should approximate the
value of one Common Share.
In the event that any person or group of affiliated or
associated persons becomes an Acquiring Person, each holder of a Right (other
than Rights beneficially owned by the Acquiring Person, which will become void),
will thereafter have the right to receive upon exercise that number of shares of
Common Stock having a market value of two times the exercise price of the Right.
In the event that, after a person or group has become an
Acquiring Person, the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power are sold, proper provision will be made so that each holder of a Right
(other than Rights beneficially owned by an Acquiring Person which will have
become void) will thereafter have the right to receive, upon the exercise
thereof at the then current exercise price, that number
<PAGE>
of shares of common stock of the acquiring company which at the time of such
transaction will have a market value of two times the exercise price of the
Right.
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price. No fractional Preferred Shares will be issued (other
than fractions which are integral multiples of one one-hundredth of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date
of exercise.
At any time prior to the time an Acquiring Person becomes
such, the Board of Directors of the Company may redeem the Rights in whole, but
not in part, at a price of $.01 per Right (the "Redemption Price"), provided
that pursuant to the Company's Certificate of Incorporation, during the four
years following the closing of the transactions with BT contemplated under the
Investment Agreement, so long as any shares of Class A Common Stock remain
outstanding, such redemption will also require the affirmative vote of the
holders of 75% of all the Company's outstanding voting securities. In addition,
under the Investment Agreement, during the six years thereafter, the Company has
agreed with BT that, without BT's consent, it will not redeem the Rights unless
it has followed certain auction procedures set forth in the Investment
Agreement. The redemption of the Rights may be made effective at such time, on
such basis and with such conditions as the Board of Directors in its sole
discretion may establish. Immediately upon any redemption of the Rights, the
right to exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.
At any time after any person or group becomes an Acquiring
Person and prior to the acquisition by such person or group of 50% or more of
the outstanding Common Shares, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such person or group which will
have become void), in whole or in part, at an exchange ratio of one share of
Common Stock, or one one-hundredth of a Preferred Share (or of a share of a
class or series of the Company's preferred stock having equivalent rights,
preferences and privileges), per Right (subject to adjustment).
Subject to the consent rights of BT under the Company's
Certificate of Incorporation and the Investment Agreement, for so long as Rights
are then redeemable, the Company may, except with respect to the redemption
price, amend the Rights in any manner. After the Rights are no longer redeemable
the Company may amend the Rights in any manner that does not adversely affect
the interests of holders of the Rights or cause the Rights again to become
redeemable.
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Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends.
Item 2. Exhibits
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1. Rights Agreement, dated as of September 30, 1994,
between the Company and Mellon Bank, N.A., as Rights
Agent. The Rights Agreement includes as Exhibit A the
form of Right Certificate. Pursuant to the Rights
Agreement, Right Certificates will not be distributed
until after the Distribution Date (as defined
therein).*
2. Amendment No. 1, dated as of November 3, 1996, to
Rights Agreement, dated as of September 30, 1994,
between the Company and Mellon Bank, N.A., as
Rights Agent.
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*Previously Filed
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
MCI COMMUNICATIONS CORPORATION
By:/s/ Jonelle St. John
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Jonelle St. John
Vice President and Treasurer
November 20, 1996
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EXHIBIT INDEX
Exhibit No. Description
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1 Rights Agreement, dated as of September 30, 1994,
between the Company and Mellon Bank, N.A., as Rights
Agent. The Rights Agreement includes as Exhibit A the
form of Right Certificate. Pursuant to the Rights
Agreement, Right Certificates will not be distributed
until after the Distribution Date (as defined
therein).*
2 Amendment No. 1, dated as of November 3,
1996, to Rights Agreement, dated as of
September 30, 1994, between the Company and
Mellon Bank, N.A., as Rights Agent.
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*Previously Filed
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EXHIBIT 2
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 1, dated as of November 3, 1996, is
between MCI COMMUNICATIONS CORPORATION, a Delaware corporation
(the "Company"), and MELLON BANK, N.A. (the "Rights Agent").
Recitals
A. The Company and the Rights Agent are parties to a
Rights Agreement dated as of September 30, 1994, as amended (the
"Rights Agreement").
B. Pursuant to Section 27 of the Rights Agreement,
the Company and the Rights Agent desire to amend the Rights
Agreement as set forth below.
Accordingly, the Rights Agreement is hereby amended as
follows:
1. Amendment of Section 1(j). Section 1(j) of the
Rights Agreement is amended to read in its entirety as
follows:
"(j) 'Exempt Person' shall mean (i) the Company, (ii)
any Subsidiary (as such term is hereinafter defined) of the
Company, (iii) any employee benefit plan of the Company or of
any Subsidiary of the Company, (iv) any entity or trustee
holding Common Shares for or pursuant to the terms of any such
plan or for the purpose of funding any such plan or funding
other employee benefits for employees of the Company or of any
Subsidiary of the Company or (v) BT and any of its Affiliates,
so long as neither BT nor any of its Affiliates is the
Beneficial Owner of any Common Shares other than (A) Common
Shares which BT and its Affiliates are the Beneficial Owner
solely by reason of the Agreement and Plan of Merger (the
"Merger Agreement") dated as of November 3, 1996 among the
Company, BT and a wholly owned subsidiary of BT and (B) any
Common Shares beneficially owned by BT and its Affiliates as
of November 3, 1996. Notwithstanding any provision of this
Rights Agreement to the contrary, no Distribution Date or
Shares Acquisition Date shall be deemed to have occurred,
neither BT nor any of its Affiliates shall be deemed to have
become an Acquiring Person and no holder of Rights shall be
entitled to exercise such Rights under, or be entitled to any
rights pursuant to Sections 3(a), 7(a), 11(a) or 13(a), of
this Rights Agreement solely by reason of (X) the approval,
execution or delivery of the Merger Agreement or (Y) the
consummation of the merger pursuant to the Merger Agreement;
provided that in the event that BT or any of its Affiliates
becomes the Beneficial Owner of any Common Shares in any
manner other than as set forth above, the provisions of this
sentence (other than this proviso) shall not be applicable."
2. Effectiveness. This Amendment shall be deemed
effective as of November 2, 1996 as if executed by both
parties on such date. Except as amended hereby, the Rights Agreement
shall remain in full force and effect and shall be otherwise unaffected
hereby.
3. Miscellaneous. This Amendment shall be deemed to be a
contract made under the laws of the State of Delaware and for all
purposes shall be governed by and construed in accordance with the laws
of such state applicable to contracts to be made and performed entirely
within such state. This Amendment may be executed in any number of
counterparts, each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument. If any term, provision,
covenant or restriction of this Amendment is held by a court of
competent jurisdiction or other authority to be invalid, illegal, or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment shall remain in full force and effect
and shall in no way be affected, impaired or invalidated.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date set forth above.
MCI COMMUNICATIONS CORPORATION
/s/ Douglas Maine
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Douglas Maine
Executive Vice President and
Chief Financial Officer
MELLON BANK, N.A.
/s/ Barbara Y. Hall
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Barbara Y. Hall
Vice President
