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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-11259
150,000 SHARES
MCI COMMUNICATIONS CORPORATION
COMMON STOCK
The 150,000 shares (the "Shares") of Common Stock, par value $.10 per
share (the "Common Stock"), of MCI Communications Corporation ("MCI" or the
"Company") covered by this Prospectus are being sold by certain stockholders of
the Company (the "Selling Shareholders"). The Company will not receive any
proceeds from the sale of the Shares by the Selling Shareholders. See "Selling
Shareholders", "Plan of Distribution" and "Use of Proceeds."
Sales of the Shares covered by this Prospectus will be made only
during a period from September 16, 1996 to September 27, 1996. Such sales shall
be made only through brokers, or through dealers acting as principals, or by
any combination of these methods of sale. Sales may be made at prevailing
market prices at the time of such sales, at prices related to such prevailing
prices, or at negotiated prices. Accordingly, sales prices and proceeds to the
Selling Shareholders will depend upon price fluctuations of the Common Stock
and the manner of sale. If the Shares are sold through brokers, the Selling
Shareholders will pay brokerage commissions and other charges (which
compensation as to a particular broker-dealer might be in excess of customary
commissions). Except for the payment of such brokerage commissions and charges
and the legal fees, if any, of the Selling Shareholders, the Company will bear
all expenses in connection with registering the Shares covered hereby. Such
expenses are estimated to total approximately $30,000. See "Plan of
Distribution."
SALES OF SHARES COVERED BY THIS PROSPECTUS MAY BE MADE ONLY DURING THE
PERIOD FROM SEPTEMBER 16, 1996 UNTIL SEPTEMBER 27, 1996. PROSPECTIVE PURCHASERS
OF SHARES FROM ANY SELLING SHAREHOLDER SHOULD BE AWARE THAT THE COMPANY HAS
INSTRUCTED ITS REGISTRAR AND TRANSFER AGENT NOT TO REGISTER THE TRANSFER OF ANY
SHARES SOLD BEFORE SEPTEMBER 16, 1996 OR SOLD AFTER SEPTEMBER 27, 1996. AS SOON
AS PRACTICABLE AFTER SEPTEMBER 27, 1996, THE COMPANY WILL FILE WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") A POST-EFFECTIVE AMENDMENT
TO THE REGISTRATION STATEMENT OF WHICH THIS PROSPECTUS FORMS A PART TO REMOVE
FROM REGISTRATION ANY SHARES NOT SOLD BEFORE SEPTEMBER 27, 1996.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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THE DATE OF THIS PROSPECTUS IS SEPTEMBER 13, 1996
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The Company's Common Stock is traded on the Nasdaq National Market
under the symbol MCIC. On September 11, 1996, the closing price for the Common
Stock, as reported on the Nasdaq National Market, was $26.125 per share.
The Selling Shareholders acquired the Shares from the Company in
connection with the merger (the "Merger") of Darome Teleconferencing, Inc.
("Darome") with and into a wholly-owned subsidiary of the Company on June 30,
1995. The Company is registering the Shares pursuant to contractual obligations
entered into in connection with the Merger.
The Selling Shareholders and any brokers or dealers who participate in
the sale of the Shares offered hereby may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act of 1933, as amended (the
"Securities Act'), and any commissions received by them and any profit they
receive on any resale of the Shares as principal might be deemed to be
underwriting discounts and commissions under the Securities Act. The Company and
the Selling Shareholders have agreed to indemnify each other and their
respective affiliates against certain liabilities under the Securities Act, or,
if such indemnity is unavailable, to contribute towards amounts paid in respect
of such liabilities.
MCI COMMUNICATIONS CORPORATION
MCI and its subsidiaries provide a broad range of communication
services, including long-distance telecommunication services, local and wireless
services and information technology services. The provision of long-distance
telecommunication services is the core business of MCI and its subsidiaries.
Long-distance telecommunication services comprise a wide spectrum of domestic
and international voice and data services, including long-distance telephone
services, data communication services, teleconferencing services and electronic
messaging services. During each of the last three years, more than 90% of the
operating revenues and operating income of MCI and its subsidiaries were derived
from this core business. Through its subsidiaries, MCI is the second largest
carrier of long-distance telecommunication services in the United States and the
third largest carrier of international long-distance telecommunication services
in the world.
MCI, a Delaware corporation organized in 1968, has its principal
executive offices at 1801 Pennsylvania Avenue, N.W., Washington, D.C. 20006, and
its telephone number is (202) 872-1600.
USE OF PROCEEDS
All of the Shares covered by this Prospectus are being offered by the
Selling Shareholders. Accordingly, the Company will not receive any of the
proceeds from sales of such Shares.
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SELLING SHAREHOLDERS
The following table sets forth the name of each Selling Shareholder,
the nature of any material relationship such Selling Shareholder has had within
the past three years with MCI or any of its predecessors or affiliates, the
number of shares of Common Stock owned by each Selling Shareholder on August 28,
1996, the number of such shares of Common Stock being offered for the account of
each Selling Shareholder, and the number of shares of Common Stock to be owned
by each Selling Shareholder after the completion of the offering.
<TABLE>
<CAPTION>
BEFORE THE OFFERING AFTER THE OFFERING
------------------- ------------------
Shares Shares Shares
Beneficially Percent Registered In Beneficially Percent
(3) Name of Beneficial Owner Owned(1) of Class The Offering Owned (2) of Class
- ---------------------------- -------- -------- ------------ --------- --------
<S> <C> <C> <C> <C> <C>
Lewis Manilow 137,363 * 35,000 102,363 *
James Miller 52,172 * 25,000 27,172 *
Donald Criqui 35,829 * 19,781 16,048 *
Warren Potash 25,143 * 13,882 11,261 *
T. Gibbs Kane 13,828 * 7,634 6,194 *
Harry Burn 8,800 * 4,859 3,941 *
Robert A. Judelson
Insurance Trust 54,058 * 8,000 46,058 *
Robert &
Kathryn Stewart 42,772 * 10,000 32,772 *
Gilbert Tauck 27,657 * 12,657 15,000 *
Arnold Meyer Trust 23,886 * 13,187 10,699 *
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150,000
=======
</TABLE>
* Less than 1% of outstanding shares.
(1) "Beneficial Ownership" includes shares for which a person, directly or
indirectly, has or shares voting or investment power or both. All of
the listed persons have sole voting and investment power over the
shares listed opposite their names.
(2) Assumes Selling Shareholders sell all Shares covered by this
Prospectus.
(3) The Selling Shareholders held approximately 53% of the voting common
stock of Darome prior to the merger of Darome with and into a
wholly-owned subsidiary of the Company. None of the Selling
Shareholders was a director or officer of Darome nor do any have a
material relationship with the Company as of the date of this
Prospectus.
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REGISTRAR AND TRANSFER AGENT
The Company's registrar and transfer agent is ChaseMellon Shareholder
Services, L.L.C., Ridgefield Park, New Jersey.
PLAN OF DISTRIBUTION
The Shares covered hereby will be sold for the benefit of the Selling
Shareholders. The Company has agreed to register the Shares pursuant to the
Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 1, 1995,
among the Company, MCI Telecommunications Corporation and Darome. The Company
will not receive any of the proceeds from the sale of the Shares by the Selling
Shareholders
Sales of the Shares covered by this Prospectus will be allowed only from
September 16, 1996 to September 27, 1996. Such sales shall be made only through
brokers, or through dealers acting as principals, or any combination of these
methods of sale. Sales may be made at prevailing market prices at the time of
such sales, at prices related to such prevailing prices or at negotiated prices.
Accordingly, sales prices and proceeds to the Selling Shareholders will depend
upon price fluctuations of the Common Stock and the manner of sale.
PROSPECTIVE PURCHASERS OF SHARES FROM ANY SELLING SHAREHOLDER SHOULD BE
AWARE THAT THE COMPANY HAS INSTRUCTED ITS REGISTRAR AND TRANSFER AGENT NOT TO
REGISTER THE TRANSFER OF ANY SHARES SOLD BEFORE SEPTEMBER 16, 1996 OR SOLD AFTER
SEPTEMBER 27, 1996. AS SOON AS PRACTICABLE AFTER SEPTEMBER 27, 1996, THE COMPANY
WILL FILE WITH THE COMMISSION A POST-EFFECTIVE AMENDMENT TO REMOVE FROM
REGISTRATION ANY SHARES NOT SOLD BEFORE THAT DATE.
If the Shares are sold through brokers, the Selling Shareholders will
pay brokerage commissions and other charges, including any transfer taxes (which
compensation as to a particular broker-dealer might be in excess of customary
commissions). Except for the payment of such brokerage commissions and charges
and the legal fees, if any, of the Selling Shareholders, the Company will bear
all expenses in connection with registering the shares covered hereby. Such
expenses are estimated to total approximately $30,000.
The Selling Shareholders and any broker-dealers who act in connection
with the sale of the Shares offered hereby may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act, and any commissions
received by them and profit they make on any resale of the Shares as principals
might be deemed to be underwriting discounts and commissions under the
Securities Act.
The Company and the Selling Shareholders have agreed to indemnify each
other and their respective affiliates against certain liabilities, including
liabilities under the Securities Act, or, if such indemnity is unavailable, to
contribute towards amounts paid in respect to such liabilities.
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AVAILABLE INFORMATION
MCI is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith filed reports and other information with the Commission. Reports,
proxy statements and other information filed by MCI with the Commission pursuant
to the informational requirements of the Exchange Act may be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and at
the following Regional Offices of the Commission: Chicago Regional Office, Suite
1400, Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661; and New
York Regional Office, 7 World Trade Center, 13th Floor, Suite 1300, New York,
New York, 10048. Copies of such material can be obtained at prescribed rates
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549. In addition, the Commission maintains a
Web site at http://www.sec.gov containing reports, proxy and information
statements and other information regarding registrants, including the Company,
that file electronically with the Commission.
MCI has filed with the Commission a Registration Statement on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act with respect to the Shares offered hereby.
This Prospectus omits, in accordance with the rules and regulations of the
Commission, certain of the information contained in the Registration Statement.
Reference is hereby made to the Registration Statement and the exhibits and the
financial statements, notes and schedules filed as part thereof or incorporated
by reference therein for further information with respect to MCI and the Shares
offered hereby. Statements contained herein concerning the provisions of any
document are not necessarily complete and, in each instance, where a copy of
such document has been filed as an exhibit to the Registration Statement or
otherwise has been filed with the Commission, reference is made to the copy so
filed. Each such statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
MCI's (i) Annual Report on Form 10-K for the fiscal year ended December
31, 1995, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1996 and June 30, 1996, (iii) Current Reports on Form 8-K dated June 21, 1996
and August 8, 1996, and (iv) the description of the Common Stock contained in
MCI's Registration Statement on Form 8A previously filed by MCI with the
Commission pursuant to Section 12 of the Exchange Act and any amendments or
reports filed for the purpose of updating such description, are incorporated by
reference in this Prospectus and shall be deemed to be a part hereof.
Each document filed by MCI with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of any offering of the Shares offered
hereby shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing such document. Any statement contained herein, or
in a
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document all or a portion of which is incorporated or deemed to be incorporated
by reference herein, shall be deemed to be modified or superseded for purposes
of the Registration Statement and this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of the Registration
Statement or this Prospectus.
MCI will provide without charge to any person to whom a copy of this
Prospectus is delivered, upon written or oral request of such person, a copy of
any and all of the documents that have been or may be incorporated by reference
herein (other than exhibits to such documents which are not specifically
incorporated by reference into such documents). Such requests should be directed
to the Secretary, MCI Communications Corporation, 1801 Pennsylvania Avenue,
N.W., Washington D.C. 20006 (telephone: (202) 872-1600).
LEGAL MATTERS
Certain legal matters with respect to the legality of the shares of
Common Stock offered hereby will be passed upon for the Company by Kramer,
Levin, Naftalis & Frankel, New York, New York.
EXPERTS
The consolidated financial statements of MCI and its subsidiaries
incorporated herein by reference to MCI's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995 have been so incorporated in reliance on the
report of Price Waterhouse LLP, independent accountants, given on the authority
of said firm as experts in auditing and accounting.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY MCI OR ANYONE ACTING ON ITS BEHALF OR THE SELLING SHAREHOLDER.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS
PROSPECTUS OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATIONS THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF MCI SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
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TABLE OF CONTENTS
Prospectus
<TABLE>
<CAPTION>
Page
----
<S> <C>
MCI Communications Corporation ........................................ 2
Use of Proceeds ....................................................... 2
Selling Shareholders .................................................. 3
Plan of Distribution .................................................. 4
Available Information ................................................. 5
Incorporation of Certain
Information by Reference ........................................... 5
Legal Matters ......................................................... 6
Experts ............................................................... 6
</TABLE>
150,000 SHARES
COMMON STOCK
MCI
COMMUNICATIONS
CORPORATION
DATED: SEPTEMBER 13, 1996
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