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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. 1)
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
MCI COMMUNICATIONS CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
WORLDCOM, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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PRELIMINARY COPY--SUBJECT TO COMPLETION, DATED OCTOBER 14, 1997
SPECIAL MEETING OF STOCKHOLDERS
OF
MCI COMMUNICATIONS CORPORATION
------------------------
PROXY STATEMENT
OF
WORLDCOM, INC.
------------------------
SOLICITATION OF PROXIES IN OPPOSITION
TO THE PROPOSED ACQUISITION OF
MCI BY BRITISH TELECOMMUNICATIONS PLC
This Proxy Statement is furnished by WorldCom, Inc., a Georgia corporation
("WorldCom"), in connection with its solicitation of proxies (the "Proxy
Solicitation") to be used at a special meeting of stockholders of MCI
Communications Corporation ("MCI") to be held on , 1997 at , at
a.m. local time, and at any adjournments, postponements or reschedulings
thereof (the "Special Meeting"). At the Special Meeting, the holders of shares
of common stock of MCI ("MCI Common Stock") and Class A common stock of MCI
("Class A Common Stock", and together with the MCI Common Stock, the "Shares")
("Stockholders") will be voting on whether to approve and adopt the Agreement
and Plan of Merger, dated as of November 3, 1996, as amended as of February 14,
1997 and August 21, 1997, by and among British Telecommunications plc ("BT"),
Tadworth Corporation, a subsidiary of BT ("BT Sub"), and MCI (the "BT/MCI Merger
Agreement") relating to a proposed acquisition of MCI by BT (the "Revised BT
Acquisition Proposal"). Pursuant to this Proxy Statement, WorldCom is soliciting
proxies from Stockholders to vote AGAINST MCI's proposal to approve and adopt
the BT/MCI Merger Agreement. According to the Proxy Statement/Prospectus of BT
and MCI dated , 1997 (the "BT/MCI Proxy Statement"), MCI has fixed ,
1997 as the date of the Special Meeting and , 1997 as the record date for
determining those Stockholders who will be entitled to vote at the Special
Meeting (the "Record Date"). This Proxy Statement is first being mailed to
Stockholders on or about , 1997.
On October 1, 1997, WorldCom announced its intention to commence an offer
(the "WorldCom Offer") to exchange shares of common stock, par value $.01 per
share, of WorldCom ("WorldCom Common Stock") for each share of MCI Common Stock
(including the shares of MCI Common Stock into which the outstanding shares of
Class A Common Stock would be automatically converted in accordance with the
provisions of MCI's Restated Certificate of Incorporation upon the tender of
such shares of Class A Common Stock pursuant to the WorldCom Offer) and all
associated preferred stock purchase rights (the "Rights"). The holder of each
Share validly tendered on or prior to the Expiration Date (as defined below) and
not properly withdrawn will be entitled to receive that number of shares of
WorldCom Common Stock equal to the Exchange Ratio. The "Exchange Ratio" means
the quotient (rounded to the nearest 1/10,000) determined by dividing $41.50 by
the average of the high and low sales prices of WorldCom Common Stock as
reported on The Nasdaq National Market (the "WorldCom Average Price") on each of
the twenty consecutive trading days ending with the third trading day
immediately preceding the Expiration Date; provided, that the Exchange Ratio
shall not be less than 1.0375 nor greater than 1.2206. Accordingly, each Share
will be exchanged for WorldCom Common Stock having a market value of $41.50
THESE ARE PRELIMINARY PROXY MATERIALS AND, IN ACCORDANCE WITH U.S.
SECURITIES LAWS, DO NOT INCLUDE A PROXY CARD. ONCE OUR PROXY MATERIALS BECOME
DEFINITIVE, YOU WILL RECEIVE ANOTHER COPY ALONG WITH OUR WHITE PROXY CARD WHICH
YOU CAN USE TO VOTE YOUR SHARES.
<PAGE>
if the WorldCom Average Price is between $40.00 and $34.00. If the WorldCom
Average Price is greater than $40.00, each Share will be exchanged for WorldCom
Common Stock having a market value of more than $41.50 and, conversely, if the
WorldCom Average Price is less than $34.00, each Share will be exchanged for
WorldCom Common Stock having a market value of less than $41.50. Cash will be
paid in lieu of any fractional shares of WorldCom Common Stock. On , the
closing price of WorldCom Common Stock as reported on The Nasdaq National Market
was $ . Based on a WorldCom Average Price equal to that amount, each Share
would be exchanged for WorldCom Common Stock having a market value of $
. The actual WorldCom Average Price and Exchange Ratio will be calculated as of
the third trading day immediately prior to the Expiration Date, as described
above, and a press release will be issued announcing the actual Exchange Ratio
prior to the opening of the second trading day prior to the Expiration Date (as
it may be extended from time to time). The term "Expiration Date" shall mean
11:59 p.m., New York City time, on , 1997 unless and until WorldCom extends
the period of time for which the WorldCom Offer is open, in which event the term
"Expiration Date" shall mean the latest date and time at which the WorldCom
Offer as so extended by WorldCom shall expire. WorldCom will, as soon as
practicable after consummation of the WorldCom Offer, merge one of its
wholly-owned subsidiaries with and into MCI (the "WorldCom Merger"). Pursuant to
the WorldCom Merger, each outstanding Share (except Shares held in the treasury
of MCI) would be converted into the right to receive a number of shares of
WorldCom Common Stock equal to the Exchange Ratio. Pursuant to the Restated
Certificate of Incorporation of MCI, the consent of the holders of a majority of
the shares of the Class A Common Stock is required for any "Business
Combination" involving MCI (which, as defined, would include the WorldCom Merger
but would not include the exchange of shares pursuant to the WorldCom Offer) to
be effected prior to October 1998. As of the date hereof, WorldCom believes that
all of the Class A Common Stock is held by BT. Accordingly, the consent of BT
would be required in order to effect the WorldCom Merger prior to October 1998.
It is WorldCom's current intention to consummate the WorldCom Offer as soon as
the conditions to the WorldCom Offer are satisfied and to consummate the
WorldCom Merger in October 1998 or earlier if the consent of BT is obtained. The
purpose of the WorldCom Offer is for WorldCom to obtain control of, and
ultimately the entire common equity interest in, MCI. The WorldCom Offer will be
made solely pursuant to WorldCom's prospectus dated , 1997 (the
"WorldCom Prospectus" and, in the preliminary form dated October 14, 1997, the
"WorldCom Preliminary Prospectus") and the related Letter of Transmittal, which
will be separately mailed to Stockholders. For additional information concerning
the WorldCom Offer and the Revised BT Acquisition Proposal, see the WorldCom
Preliminary Prospectus. This Proxy Statement is neither a request for the tender
of Shares nor an offer with respect thereto. The WorldCom Offer will be made
only by means of the WorldCom Prospectus and the related Letter of Transmittal.
THE PURPOSE OF THIS PROXY SOLICITATION IS TO ENABLE HOLDERS OF MCI COMMON
STOCK TO DECIDE FOR THEMSELVES WHICH PROPOSAL IS SUPERIOR AND TO ACT
ACCORDINGLY. WORLDCOM IS SOLICITING PROXIES FROM STOCKHOLDERS AGAINST THE
REVISED BT ACQUISITION PROPOSAL. WORLDCOM URGES ALL STOCKHOLDERS TO VOTE AGAINST
APPROVAL AND ADOPTION OF THE BT/MCI MERGER AGREEMENT.
WORLDCOM URGES YOU TO VOTE AGAINST THE BT/MCI MERGER AGREEMENT AND PRESERVE
YOUR OPPORTUNITY TO ACCEPT THE HIGHER MARKET VALUE WORLDCOM OFFER. IF YOU WANT
THE WORLDCOM OFFER TO SUCCEED, VOTE AGAINST THE BT/MCI MERGER AGREEMENT BY
SIGNING, DATING AND RETURNING THE ENCLOSED WHITE PROXY CARD TODAY.
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IMPORTANT
REJECTION OF THE BT/MCI MERGER AGREEMENT WILL SATISFY ONE OF THE
CONDITIONS TO THE WORLDCOM OFFER. IF YOU WANT THE WORLDCOM OFFER TO
SUCCEED, WE URGE YOU TO PROMPTLY SIGN, DATE AND MAIL THE ENCLOSED WHITE
PROXY CARD TO VOTE AGAINST THE BT/MCI MERGER AGREEMENT.
YOU MUST TENDER YOUR SHARES PURSUANT TO THE WORLDCOM OFFER IF YOU WISH
TO PARTICIPATE IN THE WORLDCOM OFFER. YOUR VOTE AGAINST THE BT/MCI MERGER
AGREEMENT DOES NOT OBLIGATE YOU TO TENDER YOUR SHARES PURSUANT TO THE
WORLDCOM OFFER, AND YOUR FAILURE TO VOTE AGAINST THE BT/MCI MERGER
AGREEMENT DOES NOT PREVENT YOU FROM TENDERING YOUR SHARES PURSUANT TO THE
WORLDCOM OFFER.
IF YOU HAVE ALREADY SENT A PROXY TO THE BOARD OF DIRECTORS OF MCI, YOU
MAY REVOKE THAT PROXY AND VOTE AGAINST THE BT/MCI MERGER AGREEMENT BY
SIGNING, DATING AND MAILING THE ENCLOSED WHITE PROXY CARD.
WORLDCOM WILL WITHDRAW THE WORLDCOM OFFER IF THE STOCKHOLDERS OF MCI
APPROVE THE BT/MCI MERGER AGREEMENT.
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN.
THIS PROXY STATEMENT IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF
OFFERS TO BUY ANY SECURITIES WHICH MAY BE ISSUED PURSUANT TO THE WORLDCOM
OFFER OR THE WORLDCOM MERGER OR ANY SIMILAR BUSINESS COMBINATION INVOLVING
WORLDCOM AND MCI. THE ISSUANCE OF SUCH SECURITIES WOULD HAVE TO BE
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND SUCH
SECURITIES WOULD BE OFFERED ONLY BY MEANS OF A PROSPECTUS COMPLYING WITH
THE REQUIREMENTS OF SUCH ACT.
Only Stockholders of record on the Record Date are entitled to vote.
1. If your Shares are held in your own name, please sign, date and
return the enclosed WHITE proxy card in the postage-paid envelope
provided. If your shares are held in the name of a brokerage firm,
bank or other institution, please sign, date and return the WHITE
proxy card to such brokerage firm, bank or other institution in the
envelope provided by that firm.
2. Please be sure your latest dated proxy is a WHITE card voting
AGAINST the BT proposal. If you have already voted for the BT
proposal on MCI's [color] proxy card, it is not too late to change
your vote; simply sign, date and return the WHITE proxy card. ONLY
YOUR LATEST DATED PROXY WILL BE COUNTED.
If you have any questions or require any assistance in voting your
shares, please call:
[LOGO]
156 FIFTH AVENUE
NEW YORK, NEW YORK 10010
BANKS AND BROKERS CALL COLLECT: (212) 929-5500
ALL OTHERS CALL TOLL-FREE 1-800-322-2885
3
<PAGE>
INTRODUCTION
On October 1, 1997, WorldCom announced its intention to commence the
WorldCom Offer to exchange shares of WorldCom Common Stock for each Share. The
holder of each Share validly tendered on or prior to the Expiration Date and not
properly withdrawn will be entitled to receive that number of shares of WorldCom
Common Stock equal to the Exchange Ratio. Cash will be paid in lieu of any
fractional shares of WorldCom Common Stock. On , the closing price
of WorldCom Common Stock as reported on The Nasdaq National Market was
$ . Based on a WorldCom Average Price equal to that amount, each Share
would be exchanged for WorldCom Common Stock having a market value of
$ . See "The WorldCom Offer--The Exchange Ratio" below for a chart
setting forth a range of possible WorldCom Average Prices and the corresponding
Exchange Ratios. WorldCom will, as soon as practicable after consummation of the
WorldCom Offer, consummate the WorldCom Merger, pursuant to which each
outstanding Share (except for Shares held in the treasury of MCI) would be
converted into the right to receive a number of shares of WorldCom Common Stock
equal to the Exchange Ratio. Pursuant to the Restated Certificate of
Incorporation of MCI, the consent of the holders of a majority of the shares of
the Class A Common Stock is required for any "Business Combination" involving
MCI (which, as defined, would include the WorldCom Merger but would not include
the exchange of shares pursuant to the WorldCom Offer) to be effected prior to
October 1998. As of the date hereof, WorldCom believes that all of the Class A
Common Stock is held by BT. Accordingly, the consent of BT would be required in
order to effect the WorldCom Merger prior to October 1998. It is WorldCom's
current intention to consummate the WorldCom Offer as soon as the conditions to
the WorldCom Offer described in the WorldCom Preliminary Prospectus are
satisfied and to consummate the WorldCom Merger in October 1998, or earlier if
the consent of BT is obtained. The WorldCom Offer by its terms will expire on
, 1997, but WorldCom currently intends to extend such offer from time
to time until all conditions thereto have been satisfied or waived. The WorldCom
Offer will be made solely pursuant to the WorldCom Prospectus and the related
Letter of Transmittal, which will be separately mailed to Stockholders. For
additional information concerning the WorldCom Offer and the Revised BT
Acquisition Proposal, see the WorldCom Preliminary Prospectus.
- A VOTE AGAINST THE REVISED BT ACQUISITION PROPOSAL ALLOWS YOU THE
OPPORTUNITY TO RECEIVE GREATER VALUE FOR YOUR SHARES.
The WorldCom Offer provides a significant premium to the market value of the
Revised BT Acquisition Proposal--a $ per Share premium, based on closing
prices on , 1997. See "Comparison of the Proposals--Purchase Price"
below.
- A VOTE AGAINST THE REVISED BT ACQUISITION PROPOSAL WILL SATISFY ONE OF THE
CONDITIONS OF THE WORLDCOM OFFER.
One condition of the WorldCom Offer is that Stockholders disapprove the
Revised BT Acquisition Proposal at the Special Meeting. WorldCom will not
acquire Shares pursuant to the WorldCom Offer unless this condition has been
satisfied. Thus, a vote against the Revised BT Acquisition Proposal moves all
Stockholders closer to being able to benefit from the WorldCom Offer. For a
description of certain other conditions of the WorldCom Offer, see "The WorldCom
Offer" below.
- A VOTE AGAINST THE REVISED BT ACQUISITION PROPOSAL SENDS A STRONG MESSAGE
TO THE MCI BOARD THAT YOU WANT THE WORLDCOM OFFER TO SUCCEED.
By voting against the Revised BT Acquisition Proposal, Stockholders can
demonstrate their support for the proposed combination of MCI and WorldCom. We
think the Stockholders themselves should have the right to decide whether the
WorldCom Offer is in their best interests.
Failure to vote against the Revised BT Acquisition Proposal will not prevent
you from tendering your Shares in the WorldCom Offer, and a vote against the
Revised BT Acquisition Proposal will not obligate you to tender your Shares
pursuant to the WorldCom Offer. However, we believe that a vote against the
Revised BT Acquisition Proposal will help secure the success of the WorldCom
Offer.
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THE PURPOSE OF THIS PROXY SOLICITATION IS TO ENABLE STOCKHOLDERS TO DECIDE
FOR THEMSELVES WHICH PROPOSAL IS SUPERIOR AND TO ACT ACCORDINGLY. WORLDCOM IS
SOLICITING PROXIES FROM STOCKHOLDERS AGAINST THE REVISED BT ACQUISITION
PROPOSAL. WORLDCOM URGES ALL STOCKHOLDERS TO VOTE AGAINST APPROVAL AND ADOPTION
OF THE BT/MCI MERGER AGREEMENT.
WorldCom cannot complete the WorldCom Offer if the Stockholders approve the
BT/MCI Merger Agreement. Thus, WorldCom urges Stockholders to vote AGAINST the
Revised BT Acquisition Proposal and preserve the opportunity to accept the
higher value WorldCom Offer. If Stockholders do not approve and adopt the BT/MCI
Merger Agreement, WorldCom believes the MCI Board would respect the
Stockholders' vote, remove the existing obstacles to the completion of the
WorldCom Offer (e.g., the MCI "poison pill" rights plan) and allow that offer to
proceed. WorldCom believes that if the Stockholders disapprove the Revised BT
Acquisition Proposal at the Special Meeting, the MCI Board will interpret this
disapproval as an indication that the Stockholders prefer the WorldCom Offer.
WorldCom believes that the MCI Board will conclude that, because the
Stockholders approved the Original BT Acquisition Proposal in April 1997, a vote
against the Revised BT Acquisition Proposal could not be reasonably interpreted
as a desire on the part of the Stockholders to keep MCI as an independent
company. Accordingly, such a vote could only indicate that the Stockholders want
to be able to accept the WorldCom Offer. WorldCom believes that, under those
circumstances, the MCI Board would willingly act in accordance with the
Stockholders' expressed preference, and would not attempt to perpetuate its
position in defiance of that view. In any event, WorldCom will continue its
currently pending litigation, which alleges that the MCI Board is required by
its fiduciary duties to maximize shareholder value (because the BT/MCI Merger
Agreement constitutes a sale of control of MCI) and accordingly to remove the
existing obstacles (including the "poison pill" rights plan) to a combination
with WorldCom. Since the WorldCom Offer is conditioned upon, among other things,
WorldCom being satisfied in its sole discretion that the "poison pill" rights
are invalid or are not applicable to the acquisition of the Shares pursuant to
the WorldCom Offer and the WorldCom Merger, if the MCI Board does not amend the
"poison pill" rights and if WorldCom is not successful in its litigation
intended to require the MCI Board to amend the "poison pill" rights, the
WorldCom Offer could not be consummated.
BACKGROUND OF THE SOLICITATION
THE ORIGINAL BT ACQUISITION PROPOSAL. The following information concerning
MCI and BT has been derived from information filed by them with the Securities
and Exchange Commission (the "Commission"). BT acquired a 20% ownership interest
in MCI in 1994, and the companies subsequently created a joint venture known as
Concert Communications Company to provide global communications services. On
November 3, 1996, MCI entered into an Agreement and Plan of Merger with BT and
BT Sub (the "Original BT/MCI Merger Agreement"), under which the stockholders of
MCI and of BT would become the owners of a combined company, to be known as
Concert plc ("Concert"). In the transaction, each share of MCI Common Stock
would have been converted into the equivalent of 0.54 Concert American
Depositary Shares ("ADSs") plus $6.00 cash (the "Original BT Acquisition
Proposal"). For more information about the Original BT Acquisition Proposal, see
the Proxy Statement/Prospectus of MCI and BT dated March 3, 1997 (the "Original
BT/MCI Proxy Statement/Prospectus"). The Original BT Acquisition Proposal was
approved by the MCI and BT stockholders in April 1997 and by the European
Commission on May 14, 1997. MCI and BT agreed to amendments to an existing
consent decree that were proposed by the Department of Justice ("DOJ") on July
7, 1997, and the acquisition was approved by the Federal Communications
Commission (the "FCC") on August 21, 1997.
THE REVISED BT ACQUISITION PROPOSAL. On July 10, 1997, MCI announced that
previously-unanticipated material charges for 1997 could be incurred in its
local communications business. Following this announcement, MCI and BT conducted
a joint management review and subsequently announced, on August 22, 1997, the
Revised BT Acquisition Proposal, pursuant to which each outstanding share of MCI
Common Stock would be converted into the equivalent of 0.375 Concert ADSs plus a
cash payment of $7.75. As of the close of business on , 1997, the
market valuation of the Revised BT
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<PAGE>
Acquisition Proposal was $ per Share (without reduction to give effect to
the expected 1998 dividends payable to BT shareholders (L2 ($ based on the
exchange rates prevailing on , 1997)) that would not be payable to
holders of Shares).
THE WORLDCOM OFFER. On October 1, 1997, WorldCom announced its intention to
make the WorldCom Offer. In a publicly-released letter to Bert C. Roberts, Jr.,
the Chairman and Chief Executive Officer of MCI, describing the WorldCom Offer,
Bernard J. Ebbers, the President and Chief Executive Officer of WorldCom, noted
that the WorldCom Offer represented a 41% premium to MCI's closing stock price
on September 30, 1997 and that the WorldCom Offer was valued at approximately
$30 billion--a premium of $9 billion to the market's valuation of the Revised BT
Acquisition Proposal as of September 30, 1997. Mr. Ebbers described WorldCom's
intention to establish a voting trust (the "Voting Trust") that would permit
WorldCom to consummate the exchange offer prior to receipt of final FCC and
state public utility commission ("PUC") approvals. Mr. Ebbers noted that
clearances by U.S. and other antitrust authorities are the only regulatory
conditions to the WorldCom Offer other than FCC approval of the Voting Trust and
that WorldCom was confident that it would obtain such clearances not later than
the first quarter of 1998. Mr. Ebbers stated that WorldCom expected that MCI's
management would be an important part of the combined company and that WorldCom
would welcome members of MCI's Board to its Board. Mr. Ebbers stated that
WorldCom was prepared to meet promptly with MCI and BT to achieve a negotiated
transaction. Mr. Ebbers indicated WorldCom's willingness to enter into a merger
agreement between WorldCom and MCI with terms substantially similar to the
existing BT/MCI Merger Agreement, including the absence of a material adverse
change condition and the requirement that WorldCom pay a $750 million
termination fee if WorldCom's shareholders fail to approve the issuance of
WorldCom Common Stock in the WorldCom Merger. Mr. Ebbers stated that WorldCom
also believes that a negotiated transaction could be structured to be accounted
for as a pooling of interests (assuming that the transaction were structured as
a single-step merger, that the approval of not less than 90% of the holders of
MCI Common Stock and Class A Common Stock (I.E., BT) were obtained and that MCI
otherwise qualifies as a company that may participate in a pooling of interests
transaction). Mr. Ebbers stated that WorldCom also believes that such a
negotiated pooling transaction would be even more beneficial to the stockholders
of MCI, BT and WorldCom than the WorldCom Offer because it would be expected to
be more accretive to WorldCom's earnings per share than the WorldCom Offer.
Although cash flows from operations would not differ between purchase versus
pooling treatment, under pooling of interests treatment, earnings per share
would improve due to the elimination of the amortization associated with the
intangible assets that would otherwise be recorded under the purchase method.
LITIGATION. On October 1, 1997, WorldCom filed a complaint in the Delaware
Court of Chancery against MCI, the members of the MCI Board, BT and BT Sub. The
complaint seeks, among other things, (i) preliminary and permanent injunctive
relief enjoining MCI and its directors from breaching their fiduciary duty to
their stockholders by entering into or consummating the Revised BT Acquisition
Proposal without giving MCI's stockholders an opportunity to accept the WorldCom
Offer and enjoining BT and BT Sub from aiding and abetting that breach, (ii)
preliminary and permanent injunctive relief enjoining MCI and its directors from
conducting any stockholder vote on the Revised BT Acquisition Proposal that
differs procedurally from the stockholder votes contemplated by the BT/MCI
Merger Agreement (prior to any amendments thereto) and enjoining BT and BT Sub
from aiding and abetting the same, (iii) preliminary and permanent injunctive
relief requiring MCI and the defendant directors to take all steps necessary to
amend the Rights to make them inapplicable to the WorldCom Offer, (iv)
preliminary and permanent injunctive relief preventing MCI from otherwise taking
actions that impede or delay the WorldCom Offer, (v) preliminary and permanent
injunctive relief enjoining defendants from enforcing the termination fee
provisions of the BT/MCI Merger Agreement and (vi) an order declaring that the
WorldCom Offer does not constitute tortious interference with, or any other
business-related tort in connection with, the proposed acquisition of MCI by BT.
TERMINATION AND TERMINATION FEE PROVISIONS OF THE BT/MCI MERGER
AGREEMENT. In connection with the Revised BT Acquisition Proposal, the
termination provisions of the BT/MCI Merger Agreement were
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amended to provide that the BT/MCI Merger Agreement can be terminated (a) by
mutual written consent of BT and MCI, (b) by either MCI or BT if the effective
time of the merger provided for thereunder has not occurred by December 31, 1997
(extendable to April 30, 1998 under certain circumstances), (c) by either MCI or
BT if any governmental entity has issued an order or taken any other action
prohibiting the transaction or has failed to issue an order that is required to
permit the transaction, (d) by either MCI or BT if the approval of the
stockholders of MCI or of BT required for the consummation of the merger
provided for thereunder (or in the case of BT, the issuance of Concert ADSs) is
not obtained, (e) by either MCI or BT if the Board of Directors of the other
party withdraws its recommendation of the BT/MCI Merger Agreement, fails to
reaffirm its recommendation on request or approves any acquisition (other than
by the other party) prior to the applicable stockholders meeting, (f) by either
MCI or BT if, as a result of a Superior Proposal (as defined in the BT/MCI
Merger Agreement), such party determines in good faith that its fiduciary
obligations under applicable law require that the Superior Proposal be accepted
or (g) by either MCI or BT if the other party is in breach of the BT/MCI Merger
Agreement.
MCI would be required to pay BT a termination fee of $450 million plus
expenses of up to $15 million if (x) BT terminates the BT/MCI Merger Agreement
pursuant to the provision described in clause (e) above while an Acquisition
Proposal (as defined in the BT/MCI Merger Agreement) is pending or (y) if MCI
terminates the BT/MCI Merger Agreement pursuant to the provision described in
clause (f) above. Although MCI could be required to pay BT the termination fee
plus expenses described above if, in response to the WorldCom Offer, MCI were to
change, withdraw or fail to reaffirm its recommendation of the BT/MCI Merger
Agreement or approve a transaction with WorldCom, or if MCI were to terminate
the BT/MCI Merger Agreement on the grounds that the WorldCom Offer constitutes a
Superior Proposal that the MCI Board determines it is required to accept, UNDER
THE TERMS OF THE BT/MCI MERGER AGREEMENT AS AMENDED, MCI WOULD NOT BE REQUIRED
TO PAY A TERMINATION FEE IF THE BT/MCI MERGER AGREEMENT IS TERMINATED BECAUSE
APPROVAL OF THE STOCKHOLDERS OF MCI OF THE REVISED BT ACQUISITION PROPOSAL HAS
NOT BEEN OBTAINED AT THE SPECIAL MEETING (SO LONG AS THE MCI BOARD HAD NOT MADE
A DETERMINATION THAT THE WORLDCOM OFFER CONSTITUTES A SUPERIOR PROPOSAL OR
CHANGED, WITHDRAWN OR FAILED TO REAFFIRM ITS RECOMMENDATION OF THE REVISED BT
ACQUISITION PROPOSAL).
MCI STOCKHOLDERS ARE EXPECTED TO VOTE ON THE REVISED BT ACQUISITION PROPOSAL
AT THE SPECIAL MEETING. Assuming MCI's stockholders disapprove the BT/MCI Merger
Agreement, the BT/MCI Merger Agreement condition to the WorldCom Offer will then
be satisfied. WorldCom believes that the MCI Board would at that point respect
the vote of MCI's stockholders and remove the existing obstacles to the WorldCom
Offer and WorldCom Merger, thereby satisfying the Rights Plan condition to the
WorldCom Offer. WorldCom also intends to pursue its currently pending litigation
in order to satisfy the Rights Plan condition.
THE WORLDCOM OFFER
GENERAL. On October 1, 1997, WorldCom announced its intention to commence
the WorldCom Offer. The purpose of the WorldCom Offer is for WorldCom to obtain
control of, and ultimately the entire common equity interest in, MCI. The
WorldCom Offer will be made solely pursuant to the WorldCom Prospectus and the
related Letter of Transmittal, which will be separately mailed to Stockholders.
For additional information concerning the WorldCom Offer and the Revised BT
Acquisition Proposal, see the WorldCom Preliminary Prospectus. This Proxy
Statement is neither a request for the tender of Shares nor an offer with
respect thereto.
THE EXCHANGE RATIO. Pursuant to the WorldCom Offer, the holder of each
Share validly tendered on or prior to the Expiration Date (11:59 p.m., New York
City time, on , 1997 unless and until WorldCom extends the period
of time for which the WorldCom Offer is open, in which event, the latest date
and time at which the WorldCom Offer as so extended by WorldCom shall expire)
and not properly withdrawn will be entitled to receive that number of shares of
WorldCom Common Stock equal to the Exchange Ratio. The "Exchange Ratio" means
the quotient (rounded to the nearest 1/10,000) determined by dividing $41.50 by
the WorldCom Average Price (the average of the high and low sales
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prices of WorldCom Common Stock as reported on The Nasdaq National Market on
each of the twenty consecutive trading days ending with the third trading day
immediately preceding the Expiration Date); provided, that the Exchange Ratio
shall not be less than 1.0375 nor greater than 1.2206. Accordingly, each Share
will be exchanged for WorldCom Common Stock having a market value of $41.50 if
the WorldCom Average Price is between $40.00 and $34.00. If the WorldCom Average
Price is greater than $40.00, each Share will be exchanged for WorldCom Common
Stock having a market value of more than $41.50 and, conversely, if the WorldCom
Average Price is less than $34.00, each Share will be exchanged for WorldCom
Common Stock having a market value of less than $41.50. Cash will be paid in
lieu of any fractional shares of WorldCom Common Stock. On the
closing price of WorldCom Common Stock as reported on The Nasdaq National Market
was $ . Based on a WorldCom Average Price equal to that amount, each
Share would be exchanged for WorldCom Common Stock having a market value of
$ . The following chart sets forth a range of possible WorldCom
Average Prices and the corresponding Exchange Ratios and values to holders of
Shares. The WorldCom Average Prices set forth below are for illustrative
purposes only. There can be no assurance that the actual WorldCom Average Price
will be in the range set forth below.
VALUE OF THE WORLDCOM OFFER AND THE WORLDCOM MERGER
AT SELECTED WORLDCOM AVERAGE PRICES
<TABLE>
<CAPTION>
WORLDCOM VALUE TO
AVERAGE EXCHANGE HOLDERS OF
PRICE RATIO SHARES
- ----------- ----------- -----------
<S> <C> <C> <C>
$32.00 1.2206 $ 39.06
32.50 1.2206 39.67
33.00 1.2206 40.28
33.50 1.2206 40.89
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
34.00 1.2206 41.50
34.50 1.2029 41.50
35.00 1.1857 41.50
35.50 1.1690 41.50
36.00 1.1528 41.50
36.50 1.1370 41.50
37.00 1.1216 41.50
37.50 1.1067 41.50
38.00 1.0921 41.50
38.50 1.0779 41.50
39.00 1.0641 41.50
39.50 1.0506 41.50
40.00 1.0375 41.50
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
40.50 1.0375 42.02
41.00 1.0375 42.54
41.50 1.0375 43.06
42.00 1.0375 43.58
</TABLE>
CONDITIONS OF THE WORLDCOM OFFER. WorldCom's obligation to exchange shares
of WorldCom Common Stock for Shares pursuant to the WorldCom Offer is
conditioned upon, among other things, (i) there being validly tendered and not
withdrawn prior to the Expiration Date a number of Shares that will constitute
at least a majority of the total number of outstanding Shares on a fully diluted
basis as of the Expiration Date, (ii) approval of the issuance of shares of the
WorldCom Common Stock pursuant to the WorldCom Offer and of the WorldCom Merger
by the vote of the holders of shares of WorldCom capital stock representing a
majority of the total votes cast on such proposal, voting as a single class, at
a meeting of such holders, (iii) the stockholders of MCI having disapproved the
BT/MCI Merger Agreement, as
8
<PAGE>
amended, at the Special Meeting, (iv) WorldCom being satisfied in its sole
discretion that the Rights are invalid and are not applicable to the acquisition
of the Shares pursuant to the WorldCom Offer and the WorldCom Merger, (v) the
receipt of approval from the Federal Communications Commission (the "FCC") to
the interim transfer of control of MCI to an independent voting trustee in
accordance with the FCC's Policy Statement on Tender Offers and Proxy Contests,
(vi) the expiration or termination of any waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to
the acquisition of Shares pursuant to the WorldCom Offer and the WorldCom Merger
and the receipt of all requisite foreign antitrust approvals and (vii) certain
other conditions described in the WorldCom Prospectus.
THE WORLDCOM MERGER. WorldCom will, as soon as practicable after
consummation of the WorldCom Offer, effect the WorldCom Merger. Pursuant to the
WorldCom Merger, each outstanding Share (except Shares held in the treasury of
MCI) would be converted into the right to receive the number of shares of
WorldCom Common Stock equal to the Exchange Ratio. Pursuant to the Restated
Certificate of Incorporation of MCI, the consent of the holders of a majority of
the shares of the Class A Common Stock is required for any "Business
Combination" involving MCI (which, as defined, would include the WorldCom Merger
but would not include the exchange of shares pursuant to the WorldCom Offer) to
be effected prior to October 1998. As of the date hereof, WorldCom believes that
all of the Class A Common Stock is held by BT. Accordingly, the consent of BT
would be required in order to effect the WorldCom Merger prior to October 1998.
It is WorldCom's current intention to consummate the WorldCom Offer as soon as
the conditions to the WorldCom Offer are satisfied and to consummate the
WorldCom Merger in October 1998 or earlier if the consent of BT is obtained.
COMPARISON OF THE PROPOSALS
PURCHASE PRICE. The WorldCom Offer provides a significant premium to the
market value of the Revised BT Acquisition Proposal.
IMPLIED PURCHASE PRICE PER SHARE*
<TABLE>
<CAPTION>
REVISED BT
DATE THE WORLDCOM OFFER ACQUISITION PROPOSAL DIFFERENTIAL
<S> <C> <C> <C>
, 1997 $ $ $
</TABLE>
* Based on the closing price per share of WorldCom Common Stock and BT ADSs,
as the case may be, on , 1997, plus in the case of the
Revised BT Acquisition Proposal, $7.75 in cash. The value of BT ADSs has
not been reduced to give effect to the expected 1998 dividends payable to
BT shareholders (L2($ based on the exchange rates prevailing on
, 1997)) that would not be received by holders of Shares.
The relative market values of the WorldCom Offer and the Revised BT
Acquisition Proposal may vary based on changes in the market values of
WorldCom Common Stock and BT ADSs.
FEDERAL INCOME TAX CONSEQUENCES. The WorldCom Offer is structured to be
tax-free to holders of Shares, while the Revised BT Acquisition Proposal would
result in holders of Shares being taxed on gain from the exchange to the extent
of the cash received. WorldCom believes that exchanges of Shares for WorldCom
Common Stock pursuant to the WorldCom Offer and the WorldCom Merger, as
described in the WorldCom Preliminary Prospectus, should be treated for federal
income tax purposes as exchanges pursuant to a plan of reorganization within the
meaning of the Internal Revenue Code of 1986, as amended (the "Code").
Consequently, no gain or loss should be recognized by holders of Shares upon
such exchanges, except with respect to the receipt of cash in lieu of fractional
shares of WorldCom Common Stock.
According to the Original BT/MCI Proxy Statement/Prospectus, a MCI
stockholder exchanging Shares for Concert ADSs and cash will realize gain
measured by the excess, if any, of (i) the sum of the amount in cash and the
fair market value of the Concert ADSs received over (ii) such stockholder's tax
basis in the Shares, which realized gain will be taxable to the extent of the
cash received. ACCORDINGLY, EVEN IF THE MARKET VALUE OF THE REVISED BT
ACQUISITION PROPOSAL WERE EQUAL TO THE MARKET VALUE OF THE WORLDCOM OFFER, MCI
STOCKHOLDERS WOULD RETAIN MORE VALUE UNDER THE WORLDCOM OFFER BECAUSE OF ITS
TAX-FREE NATURE.
9
<PAGE>
VALUE OF COMBINED COMPANY'S STOCK FOLLOWING THE TRANSACTION. As noted
above, the WorldCom Offer provides a substantial premium to holders of Shares
compared to the Revised BT Acquisition Proposal. However, MCI stockholders
should also consider the prospects of the combined company that would result
from each proposed transaction in assessing the likely value of each prospective
combined company's stock after a combination with MCI. WorldCom believes that
MCI stockholders would be better positioned to realize higher returns in the
future through ownership of a WorldCom/MCI combined entity than through
ownership of a BT/MCI combined entity. The WorldCom Offer and the WorldCom
Merger are expected to be accretive to WorldCom's earnings by as much as 22% in
the first year after closing with synergies of approximately $2.5 billion in the
first year, growing to approximately $5 billion in the fifth year. These
synergies are expected to result from better utilization of the combined network
and other operational savings. Because WorldCom has already established
extensive domestic local network facilities, a WorldCom combination with MCI is
expected to achieve significantly higher synergies than possible under the
Revised BT Acquisition Proposal. See "--Synergies" and "Cautionary Statement
Regarding Forward-Looking Statements" below.
Historical returns realized by WorldCom stockholders (which are not
necessarily indicative of future results) over the past decade have exceeded
those realized by investors in all other U.S. telecommunications companies.
WorldCom has provided investors with a total compound annual return of 55.8%,
compared to 4.3% for MCI and 9.4% for BT, since the beginning of 1990. As
described below under "Strategic Fit", both MCI and WorldCom stockholders are
expected to benefit from the opportunity to own an entrepreneurial
telecommunications operator with a proven track record of shareholder value
creation.
According to the Original BT/MCI Proxy Statement/Prospectus, in considering
the Original BT Acquisition Proposal, the MCI Board considered concerns
expressed by members of MCI's management that BT's earnings forecasts indicated
slow to moderate growth and that BT had been losing market share and could
continue to do so in light of the new competitive environments in the U.K. and
Europe. According to the Original BT/MCI Proxy Statement/Prospectus, in
determining to approve the Original BT Acquisition Proposal despite these
concerns, the MCI Board relied in part upon "the anticipated benefits to be
received by the MCI stockholders in the proposed merger" (a consideration that
MCI stockholders may now want to reevaluate given the significantly lower value
of the Revised BT Acquisition Proposal as compared to the Original BT
Acquisition Proposal) and the MCI Board's view at the time that it was unlikely
that MCI would be able to "negotiate a combination with another company on terms
superior to the proposed Merger with BT." Given the reduced value of the Revised
BT Acquisition Proposal as compared to the Original BT Acquisition Proposal and
the availability of the WorldCom Offer--a merger proposal with a market value
significantly in excess of the market value of the Revised BT Acquisition
Proposal--as an alternative, WorldCom believes that MCI's original rationale for
combining with an entity whose future growth is expected to be slow to moderate
no longer applies.
If WorldCom obtains all of the Shares pursuant to the WorldCom Offer and/or
if the WorldCom Merger is consummated, former MCI stockholders would own
approximately 45% of the outstanding shares of WorldCom Stock, based on (i) an
assumed Exchange Ratio of 1.1731 -- the Exchange Ratio implied by the closing
price of WorldCom Common Stock on September 30, 1997, the last trading day
before the announcement of WorldCom's intention to make the WorldCom Offer (the
actual Exchange Ratio may vary as described above; a higher Exchange Ratio
(which would result from a lower WorldCom Average Price) would result in a
greater pro forma ownership and a lower Exchange Ratio (which would result from
a higher WorldCom Average Price) would result in a smaller pro forma ownership),
(ii) the number of outstanding Shares as reported in MCI's Current Report on
Form 8-K dated August 26, 1997 (without giving effect to the possible exercise
of outstanding MCI stock options or the possible issuance of Shares pursuant to
outstanding MCI incentive stock units), including the Shares into which the
outstanding shares of Class A Common Stock would be automatically converted in
accordance with the provisions of MCI's Restated Certificate of Incorporation
upon the tender of such shares pursuant to the WorldCom Offer and (iii) the
number of outstanding shares of WorldCom Common Stock as of September 30, 1997
10
<PAGE>
(without giving effect to possible conversion of outstanding shares of WorldCom
preferred stock, the possible exercise of outstanding WorldCom stock options or
the issuance of shares pursuant to the possible acquisitions of CompuServe
Corporation or Brooks Fiber Properties, Inc. ("BFP")). Based on the foregoing,
if WorldCom obtains 51% of the Shares pursuant to the WorldCom Offer, former MCI
stockholders would own approximately 31% of the outstanding shares of WorldCom
Common Stock. By comparison, under the Revised BT Acquisition Proposal, former
stockholders of MCI would only own about 25% of the combined entity.
SYNERGIES. WorldCom believes that MCI stockholders, as well as MCI's
customers, employees and the communities it serves, would realize benefits from
the WorldCom Offer and the WorldCom Merger that are greater than the benefits
that would be realized if MCI either remains an independent entity or is
acquired by BT. WorldCom believes such greater benefits would be realized
through the following operational and structural synergies:
- Operational cost savings. Operational cost savings are expected to be
realized primarily in four areas: avoided costs in MCI local activities;
reduced sales, general and administrative costs in the combined company's
domestic operations; reduced domestic network costs; and reduced network
costs associated with terminating international traffic.
-- AVOIDED COSTS IN MCI'S LOCAL ACTIVITIES. As a result of WorldCom's
existing extensive local network and operations, the combined company
will be able to execute MCI's plans to expand in the local market at a
lower cost than MCI would be able to on a standalone basis. The
combined company will avoid the need to duplicate certain sales,
marketing and administrative functions and will enjoy reduced network
costs resulting from the more rapid transfer of traffic to the combined
company's network facilities.
-- REDUCED SALES AND ADMINISTRATIVE COSTS IN THE COMBINED COMPANY'S
DOMESTIC OPERATIONS. The increased scale of activities in the combined
company's operations will result in opportunities to reduce costs by
avoiding expenditures on duplicative activities, greater purchasing
power and the adoption of best practices in cost containment across the
entire company.
-- REDUCED DOMESTIC NETWORK COSTS. As a result of WorldCom's existing
extensive local network, the combined company will carry an increased
proportion of its domestic traffic on its own local network facilities
resulting in a reduction in leased line costs and access costs
associated with switched traffic. By combining WorldCom's and MCI's
traffic, a reduction in variable network costs such as in-WATS,
out-WATS and directory services are expected as a result of the
combined company's greater purchasing power.
-- REDUCED COST OF TERMINATING INTERNATIONAL TRAFFIC. MCI currently
enjoys more extensive settlement agreements for international traffic
than does WorldCom. The combined company will benefit from terminating
traffic on its facilities. In addition, as a result of WorldCom's
construction of transatlantic facilities and network facilities in
Europe, the combined company will be able to lower MCI's average costs
of terminating certain traffic in Europe.
Taking into account the costs expected to be incurred in achieving these
potential operational savings and the time required to implement plans to
lower costs, aggregate pre-tax operational costs savings (including
avoided sales and administrative expenses and network costs in MCI's local
activities, reduced sales and administrative expenses in the combined
domestic operations excluding local activities, savings in domestic fixed
and variable network costs, and reduced costs in terminating certain
international traffic of the combined company, but excluding interest and
depreciation savings) of between $2.0 billion and $2.7 billion are
expected in 1999 and between $4.0 billion and $4.6 billion in 2002.
- Capital expenditure savings. Capital expenditure savings are expected to
be realized primarily in two areas: the combined company's domestic long
distance network activities and the combined company's local network
buildout. Capital expenditures relating to the combined company's long
distance activities will be reduced primarily as a result of avoided
duplicative fixed capital expenses
11
<PAGE>
and the cost benefits realized from increased purchasing power. Capital
expenditures relating to the combined company's local activities will be
reduced primarily as a result of avoided duplicative capital expenditures.
Taking into account the costs expected to be incurred in achieving these
potential capital expenditure savings and the time required to implement
plans to lower capital expenditures, aggregate capital expenditure savings
(including avoided duplicative local capital spending and savings in
domestic long distance capital costs) between $1.0 billion and $1.5
billion are expected in 1999 and between $1.5 billion and $1.6 billion in
2002.
- Revenue benefits. WorldCom expects that the combined company will benefit
from greater revenues than the two companies would enjoy on a standalone
basis. This increase in revenues is expected to result primarily from a
reduction in customer attrition and from cross-selling a broader range of
products and services. Although WorldCom believes that the potential
revenue benefits are substantial, no attempt has been made to quantify
these potential benefits.
WorldCom has a track record of successfully integrating acquisitions and has
completed more than forty transactions over the past five years. The expertise
WorldCom has gained from these transactions is expected to assist WorldCom and
MCI in realizing the potential merger benefits. WorldCom's analyses of these
potential savings and benefits were based on publicly available information
(including documents filed with the Commission by MCI and other
telecommunications companies and industry reports from the FCC and certain
industry consultants), analysts' forecasts and WorldCom's knowledge of the
telecommunications industry. See "Cautionary Statement Regarding Forward-Looking
Statements."
STRATEGIC FIT. The combination of MCI and WorldCom will accelerate
competition--especially in local markets--by creating a company with the
capital, marketing abilities and state-of-the-art network to compete against the
incumbent network carriers, domestically and abroad.
Unlike BT, WorldCom is already a seasoned competitor in the U.S. local
market. WorldCom has an established presence in 52 local markets that will
expand to 86 markets following completion of the BFP acquisition. WorldCom's
local network would both accelerate MCI's local strategy and result in
significant savings for the combined company. Creating a stronger competitor in
the local market helps fulfill the intent of the Telecommunications Act of 1996.
Moreover, WorldCom believes that its extensive local network would solve the
widely recognized local market entry problem facing MCI.
Combining WorldCom's pan-European fiber network in 12 cities in Europe with
MCI's international operations will create a leading alternative provider of
telecommunications services in key markets abroad. WorldCom and MCI will bring
complementary skills to compete in rapidly deregulating global markets.
TIMING CONSIDERATIONS. The WorldCom Offer is currently scheduled to expire
on ; however, it is WorldCom's current intention to extend the
WorldCom Offer from time to time as necessary until all conditions to the
WorldCom Offer have been satisfied or waived. WorldCom expects that the WorldCom
Shareholder Approval Condition (as defined in the WorldCom Preliminary
Prospectus) will be satisfied by (the date by which it expects
to hold a special meeting of its shareholders to approve the issuance of shares
of WorldCom Common Stock pursuant to the WorldCom Offer and WorldCom Merger) and
that the other conditions to the WorldCom Offer could be satisfied not later
than the first quarter of 1998.
With respect to FCC and state PUC approval, WorldCom will establish the
Voting Trust to facilitate the transaction. As a result, WorldCom believes that
it will be able to consummate the WorldCom Offer prior to receipt of final FCC
and state PUC approvals and that, accordingly, it could be in a position to
consummate the WorldCom Offer not later than the first quarter of 1998. Given
that BT and MCI must recirculate proxy materials to MCI stockholders reflecting
the Revised BT Acquisition Proposal and schedule a second stockholders meeting,
any acquisition of MCI by BT could not be consummated prior to the latter half
of the fourth quarter of 1997, at the earliest. Accordingly, WorldCom does not
believe that the Revised BT Acquisition Proposal offers any significant
advantage over the WorldCom Offer in terms of timing of completion. While BT
does have the ability under the terms of its Class A Common Stock to veto
12
<PAGE>
any second-step merger between a subsidiary of WorldCom and MCI until October
1998, BT's consent is not required in order for WorldCom to consummate the
WorldCom Offer. Since the WorldCom Offer can be consummated without the need of
any consent from BT and since the WorldCom Offer is being made for all
outstanding Shares, the ability of BT to block a second-step merger until
October 1998 need not delay the receipt of the WorldCom Common Stock by any
holder of Shares.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this Proxy Statement, including any
forecasts, projections and descriptions of anticipated synergies referred to
therein, and certain statements incorporated by reference from documents filed
with the Commission by WorldCom and MCI, including any statements contained
herein or therein regarding the development or possible assumed future results
of operations of WorldCom's and MCI's businesses, the markets for WorldCom's and
MCI's services and products, anticipated capital expenditures, regulatory
developments and the effects of the WorldCom Offer and the WorldCom Merger, any
statements preceded by, followed by or that include that words "believes,"
"expects," "anticipates," or similar expressions, and other statements contained
or incorporated by reference herein regarding matters that are not historical
facts, are or may constitute forward-looking statements (as such term is defined
in the Private Securities Litigation Reform Act of 1995). Because such
statements are subject to risks and uncertainties, actual results may differ
materially from those expressed or implied by such forward-looking statements.
All subsequent written and oral forward-looking statements attributable to
WorldCom or persons acting on its behalf are expressly qualified in their
entirety by the cautionary statements set forth or referred to above in this
paragraph. Investors are cautioned not to place undue reliance on such
statements, which speak only as of the date hereof. WorldCom undertakes no
obligation to release publicly any revisions to these forward-looking statements
to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
13
<PAGE>
WORLDCOM
WorldCom is one of the largest telecommunications companies in the United
States, serving local, long distance and Internet customers domestically and
internationally. WorldCom provides telecommunications services to business,
government, telecommunications companies and consumer customers, through its
network of fiber optic cables, digital microwave, and fixed and transportable
satellite earth stations.
WorldCom is one of the first major facilities-based telecommunications
companies with the capability to provide businesses with high quality local,
long distance, Internet, data and international communications services over its
global networks. With service to points throughout the nation and the world,
WorldCom provides telecommunications products and services including: switched
and dedicated long distance and local products, 800 services, calling cards,
domestic and international private lines, broadband data services, debit cards,
conference calling, advanced billing systems, enhanced fax and data connections,
high speed data communications, facilities management, local access to long
distance companies, local access to ATM-based backbone service and
interconnection via Network Access Points to Internet service providers.
Certain information concerning the directors and executive officers of
WorldCom and other employees and representatives of WorldCom who may solicit
proxies from Stockholders is set forth in Annex A hereto. Certain information
concerning the Shares held by the persons described in the preceding sentence
and by WorldCom, and certain transactions between any of them and MCI, is set
forth in Annex B hereto.
OTHER INFORMATION
Each of WorldCom and MCI is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Commission. Such reports, proxy statements and other information filed by
each of WorldCom and MCI may be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the Commission's regional offices
located at Northeast Regional Office, Seven World Trade Center, Suite 1300, New
York, New York 10048 and Midwest Regional Office, Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials
can also be obtained from the Public Reference Section of the Commission,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. The Commission maintains a Web site that contains reports, proxy and
information statements and other materials that are filed through the
Commission's Electronic Data Gathering, Analysis and Retrieval (EDGAR) System.
This Web site can be accessed at http://www.sec.gov. Shares of WorldCom's Common
Stock, depositary shares representing WorldCom's Series A 8% Cumulative
Convertible Preferred Stock, and the MCI Common Stock are included on The Nasdaq
Stock Market and the reports, proxy statements and other information filed by
WorldCom and MCI also can be inspected at the offices of the National
Association of Securities Dealers, Inc., at 1735 K Street, N.W., Washington,
D.C. 20006.
The information concerning MCI and the Revised BT Acquisition Proposal
contained herein has been taken from, or based upon, publicly available
documents on file with the Commission and other publicly available information.
WorldCom has not had access to the books and records of MCI. Accordingly,
WorldCom does not take any responsibility for the accuracy or completeness of
such information or for any failure by MCI to disclose events that may have
occurred and may affect the significance or accuracy of any such information.
Pursuant to Rule 12b-21 promulgated under the Exchange Act, WorldCom will
request that MCI and its independent public accountants, Price Waterhouse LLP,
provide to WorldCom the information required for complete disclosure concerning
the business, operations, financial condition and management of MCI. WorldCom
will provide any and all information that it receives from MCI or Price
Waterhouse LLP prior to the Special Meeting and that WorldCom deems material,
reliable and appropriate in a subsequently prepared amendment or supplement
hereto.
14
<PAGE>
The BT/MCI Proxy Statement/Prospectus indicates that proposals of
Stockholders that are intended to be presented by such Stockholders at MCI's
1998 Annual Meeting of Stockholders (if neither of the
proposed mergers is consummated) must have been received by the Company no later
than October 30, 1997 in order to be considered for inclusion in the proxy
statement and form of proxy relating to that meeting.
Reference is made to the BT/MCI Proxy Statement/Prospectus for information
concerning the Revised BT Acquisition Proposal, MCI, BT, Concert, the Shares,
other information concerning Concert's and MCI's management and certain other
matters regarding MCI, BT, Concert and the Special Meeting. WorldCom does not
take any responsibility for the accuracy or completeness of any such
information.
VOTING OF PROXY CARDS
PROCEDURAL INSTRUCTIONS
The accompanying WHITE proxy card will be voted in accordance with the
Stockholder's instructions on such WHITE proxy card. Stockholders may vote
against the approval and adoption of the BT/MCI Merger Agreement or may abstain
or may vote for such approval and adoption by marking the proper box on the
WHITE proxy and signing, dating and returning it promptly in the enclosed
postage-paid envelope. If a Stockholder returns a WHITE proxy card that is
signed, dated and not marked, that Stockholder will be deemed to have voted
against approval and adoption of the BT/MCI Merger Agreement.
Only Stockholders of record on the Record Date are eligible to give their
proxies. Therefore, any Stockholder owning shares held in the name of a
brokerage firm, bank, or other institution should sign, date and return the
WHITE proxy card to such brokerage firm, bank or other institution in the
envelope provided by that firm.
Approval and adoption of the BT/MCI Merger Agreement requires the
affirmative vote of the holders of a majority of the outstanding shares of MCI
Common Stock and Class A Common Stock, voting together as a single class, and
the affirmative vote of the holders of a majority of the outstanding shares of
Class A Common Stock, voting as a separate class. Each Share is entitled to one
vote. According to the BT/ MCI Proxy Statement/Prospectus, as of the close of
business on the Record Date, there were outstanding shares of MCI Common
Stock and shares of Class A Common Stock. As of the date hereof, WorldCom
beneficially owns 602 Shares. Shares not voted (including broker non-votes) and
Shares voted to abstain from such vote will have the same effect as a vote
against the Revised BT Acquisition Proposal.
WORLDCOM STRONGLY RECOMMENDS A VOTE AGAINST THE REVISED BT ACQUISITION
PROPOSAL.
Whether or not you plan to attend the Special Meeting, we urge you to vote
AGAINST the Revised BT Acquisition Proposal by so indicating on the enclosed
WHITE proxy and immediately mailing it in the enclosed envelope. You may do this
even if you have already sent in the [color] proxy solicited by the MCI Board.
IT IS THE LAST DATED PROXY THAT COUNTS. Execution and delivery of a proxy by a
record holder of Shares will be presumed to be a proxy with respect to all
Shares held by such record holder unless the proxy specifies otherwise.
WORLDCOM URGES YOU TO VOTE AGAINST THE BT/MCI MERGER AGREEMENT AND PRESERVE
YOUR OPPORTUNITY TO ACCEPT THE HIGHER VALUE WORLDCOM OFFER. IF YOU WANT THE
WORLDCOM OFFER TO SUCCEED, VOTE AGAINST THE BT/MCI MERGER AGREEMENT BY SIGNING,
DATING AND RETURNING THE ENCLOSED WHITE PROXY CARD TODAY.
REVOCATION OF PROXIES
An executed proxy may be revoked at any time prior to its exercise by
submitting another proxy relating to the same Shares with a later date
(including by submitting a later dated proxy relating to the same Shares to
MCI), by attending the Special Meeting and voting in person (although attendance
at the Special Meeting will not in and of itself constitute revocation of a
proxy) or by sending a written, signed, dated revocation which clearly
identifies the proxy being revoked to either (a) WorldCom in care of
15
<PAGE>
MacKenzie Partners, Inc. at 156 Fifth Avenue, New York, New York 10010, or (b)
the principal executive offices of MCI at 1801 Pennsylvania Avenue, N.W.,
Washington, D.C. 20006, Attention: Corporate Secretary. A revocation may be in
any written form validly signed by the record holder as long as it clearly
states that the proxy previously given is no longer effective. WorldCom requests
that a copy of any revocation sent to MCI also be sent to WorldCom in care of
MacKenzie Partners, Inc. at the above address so that WorldCom may more
accurately determine if and when proxies have been received from the holders of
record on the Record Date of a majority of the Shares then outstanding.
IF YOU HAVE ALREADY SENT A PROXY CARD TO THE BOARD OF DIRECTORS OF MCI, YOU
MAY REVOKE THAT PROXY CARD AND VOTE AGAINST THE BT/MCI MERGER AGREEMENT BY
SIGNING, DATING AND RETURNING THE ENCLOSED WHITE PROXY CARD. THE LATEST DATED
PROXY CARD IS THE ONLY ONE THAT COUNTS.
APPRAISAL RIGHTS
According to the BT/MCI Proxy Statement/Prospectus, Stockholders have the
right to demand appraisal of their Shares and to receive, instead of what BT is
offering in the Revised BT Acquisition Proposal, an amount that the Delaware
Court of Chancery decides is the "fair value" of the Shares.
16
<PAGE>
OWNERSHIP OF SHARES
Each Share is entitled to one vote, and the MCI Common Stock and the Class A
Common Stock are the only classes of securities of MCI currently entitled to
vote at the Special Meeting. According to MCI's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996, there were 47,472 holders of record of
MCI Common Stock, and one holder of record of Class A Common Stock, as of
February 14, 1997, and according to MCI's Current Report on Form 8-K dated
August 26, 1997, as of August 19, 1997, there were 558,420,209 shares of MCI
Common Stock and 135,998,932 shares of Class A Common Stock outstanding.
The following table sets forth the share ownership of all persons who own
beneficially more than 5% of MCI's outstanding Shares as of December 31, 1996 to
the extent known by the persons on whose behalf the Proxy Solicitation is being
made. The information below with respect to such beneficial ownership is based
upon information contained in the Original BT/MCI Proxy Statement/Prospectus.
<TABLE>
<CAPTION>
AMOUNT
AND NATURE OF
BENEFICIAL OWNERSHIP
TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER OF SHARES(1) PERCENT OF CLASS
- --------------------- ------------------------------------------ --------------------- ---------------------
<S> <C> <C> <C>
Common Stock FMR Corp. 36,782,809(1) 6.7%
82 Devonshire Street
Boston, Massachusetts
Common Stock Mellon Bank Corporation 28,798,000(2) 5.3%
One Mellon Center
Pittsburgh, Pennsylvania
Common Stock The Capital Group Companies, Inc. 27,537,500(3) 5.0%
333 South Hope Street
Los Angeles, California
Class A Common Stock British Telecommunications plc 135,998,932(4) 100%
81 Newgate Street
London, U.K.
</TABLE>
- ------------------------
(1) FMR Corp. has (i) sole voting power with respect to 3,362,311 of these
shares and (ii) sole dispositive power with respect to 36,782,869 of these
shares.
(2) Mellon Bank Corporation has (i) sole voting power with respect to 5,193,000
of these shares, (ii) shared voting power with respect to 174,000 of these
shares, (iii) sole investment power with respect to 5,485,000 of these
shares and (iv) shared investment power with respect to 3,394,000 of these
shares.
(3) The Capital Group Companies, Inc. has (i) sole voting power with respect to
6,184,800 of these shares and (ii) sole dispositive power with respect to
27,537,500 of these shares.
(4) BT has sole voting and investment power with respect to all these shares.
These shares are convertible into shares of MCI Common Stock, and upon
conversion would, when aggregated with the 732,499 shares of MCI Common
Stock beneficially owned by BT, total 136,731,431 shares of MCI Common Stock
or approximately 20% of the issued and outstanding shares of MCI Common
Stock at February 14, 1997.
For information relating to the ownership of Shares by the current directors
and executive officers of MCI, see Annex C hereto.
The Original BT/MCI Proxy Statement/Prospectus contains additional
information concerning the Shares, beneficial ownership of the Shares by and
other information concerning MCI's directors and officers, compensation paid to
executive officers, and the principal holders of Shares.
SOLICITATION OF PROXIES
Proxies will be solicited by mail, telephone, telegram, facsimile
transmission, other electronic communication methods and advertisement and in
person. Solicitations may be made by directors, executive
17
<PAGE>
officers and other representatives of WorldCom, none of whom will receive
additional compensation for such solicitation. See Annex A hereto for a listing
of such persons.
In addition, WorldCom has retained MacKenzie Partners, Inc. ("MacKenzie") to
assist and to provide advocacy services in connection with this Proxy
Solicitation for which MacKenzie will be paid a fee of not more than $
and will be reimbursed for reasonable out-of-pocket expenses. WorldCom will
indemnify MacKenzie against certain liabilities and expenses in connection with
the Proxy Solicitation, including liabilities under the federal securities laws.
MacKenzie will solicit proxies from individuals, brokers, banks, bank nominees
and other institutional holders. Banks, brokerage houses and other custodians,
nominees and fiduciaries will be requested to forward the solicitation materials
to the beneficial owners of Shares for which they hold of record and WorldCom
will reimburse them for their reasonable out-of-pocket expenses in connection
therewith.
Pursuant to a letter agreement dated September 29, 1997 (the "Letter
Agreement"), Salomon Brothers Inc ("Salomon") is providing certain financial
advisory services to WorldCom in connection with the WorldCom Offer. Under the
Letter Agreement, WorldCom has agreed to pay Salomon for its financial advisory
services (including services as Dealer Manager) in connection with the WorldCom
Offer, (a) $2.0 million, payable following WorldCom's public announcement of an
offer or proposal to MCI or any of its stockholders to effect the possible
acquisition (by merger, tender offer or otherwise) of MCI by WorldCom or the
possible purchase by WorldCom of all or substantially all of the assets, or more
than 50% of the equity securities, of MCI (an "Acquisition Transaction"); plus
(b) an additional fee of $3.0 million contingent upon the termination of the
BT/MCI Merger Agreement, and abandonment of any and all transactions whereby BT
would acquire control of MCI or its assets, all on or before December 31, 1997;
plus (c) a fee of $2.0 million to be paid if the aforesaid termination and
abandonment has not occurred on or before December 31, 1997 and Salomon is still
performing services under the Letter Agreement; plus (d) an additional fee of
$5.0 million contingent upon execution of a definitive agreement to effect an
Acquisition Transaction; plus (e) a fee of $32.5 million (less any fees paid as
described under clauses (a), (b), (c) and (d)), such fee to be contingent upon
the consummation of an Acquisition Transaction. If in connection with the
termination or abandonment of any proposed Acquisition Transaction, WorldCom
receives a termination fee relating to MCI, Salomon will be entitled to a
portion of the excess of such fee over certain expenses. WorldCom has also
agreed to reimburse Salomon for its reasonable out-of-pocket expenses, including
the reasonable fees and expenses of its legal counsel incurred in connection
with its engagement, and has agreed to indemnify each of Salomon and certain
related persons and entities against certain liabilities and expenses in
connection with Salomon's engagement, including certain liabilities under the
federal securities laws. In connection with Salomon's engagement as financial
advisor, WorldCom anticipates that certain employees of Salomon may communicate
in person, by telephone or otherwise with a limited number of institutions,
brokers or other persons who are MCI stockholders for the purpose of assisting
in the Proxy Solicitation. Salomon will not receive any fee for, or in
connection with, such solicitation activities by its employees apart from the
fees it is otherwise entitled to receive as described above.
In addition to the fees to be received by Salomon in connection with its
engagement as financial advisor to WorldCom, Salomon has in the past rendered
various investment banking and financial advisory services for WorldCom for
which it has received customary compensation and may continue to render such
services in the future.
The expenses related to the Proxy Solicitation will be borne by WorldCom.
WorldCom does not intend to seek reimbursement of its expenses related to the
Proxy Solicitation from MCI whether or not the Proxy Solicitation is successful.
The cost of this Proxy Solicitation (excluding costs relating to the WorldCom
Offer) is currently estimated to be approximately $ .
18
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by WorldCom (formerly
Resurgens Communications Group, Inc. ("Resurgens")) under File No. 0-11258
(formerly File No. 1-10415) and by MCI under File No. 0-6457 pursuant to the
Exchange Act are incorporated herein by reference:
(a) (1) WorldCom's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 (the "WorldCom 1996 Form 10-K");
(2) WorldCom's Quarterly Reports on Form 10-Q for the quarters ended
March 31 and June 30, 1997;
(3) WorldCom's Current Reports on Form 8-K dated August 25, 1996
(filed August 26, 1996 and as amended on Forms 8-K/A filed November 4, 1996
and November 20, 1996), December 31, 1996 (filed January 15, 1997), March
18, 1997 (filed March 24, 1997), March 26, 1997 (filed April 2, 1997), June
30, 1997 (filed July 7, 1997), August 5, 1997 (filed August 5, 1997), August
8, 1997 (filed August 11, 1997), August 22, 1997 (filed August 25, 1997),
August 28, 1997 (filed September 10, 1997), September 7, 1997 (filed
September 17, 1997), October 1, 1997 (filed October 2, 1997), October 3,
1997 (filed October 3, 1997), October 9, 1997 (filed October 10, 1997) and
October 10, 1997 (filed October 14, 1997);
(4) the description of WorldCom's (formerly Resurgens') Common Stock
as contained in Item 1 of Resurgens' Registration Statement on Form 8-A
dated December 12, 1989, as updated by the descriptions contained in
WorldCom's Registration Statement on Form S-4 (File No. 333-16015), as
declared effective by the Commission on November 14, 1996, which includes
the Joint Proxy Statement/Prospectus dated November 14, 1996 with respect to
WorldCom's Special Meeting of Shareholders held on December 20, 1996, under
the following captions: "Description of WorldCom Capital Stock" and
"Comparative Rights of Shareholders;"
(5) the description of WorldCom's Preferred Stock Purchase Rights
contained in WorldCom's Registration Statement on Form 8-A dated August 26,
1996, as updated by WorldCom's Current Report on Form 8-K dated May 22, 1997
(filed June 6, 1997);
(6) the descriptions of the WorldCom Series A Preferred Stock, the
WorldCom Series B Convertible Preferred Stock and the WorldCom Depositary
Shares contained in WorldCom's Registration Statements on Form 8-A dated
November 13, 1996;
(7) MFS Communications Company, Inc. ("MFS") Annual Report on Form
10-K for the year ended December 31, 1996 (File No. 33-72594 (formerly File
No. 0-21594));
(8) WorldCom's Registration Statement on Form S-4, dated October 1,
1997 (Registration No. 333-36901); and
(9) WorldCom's Preliminary Prospectus, dated October 14, 1997,
relating to the WorldCom Offer.
(b) (1) MCI's Annual Report on Form 10-K for the year ended December 31,
1996 (the "MCI 1996 Form 10-K");
(2) MCI's Quarterly Reports on Form 10-Q for the quarters ended March
31 and June 30, 1997;
(3) MCI's Current Reports on Form 8-K dated November 5, 1996, July
10, 1997 and August 26, 1997; and
(4) MCI's Proxy Statement on Schedule 14A dated March 3, 1997 and
filed with the Commission on March 7, 1997.
All documents filed by WorldCom and MCI with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the date of the Special Meeting shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents. See "Available Information." Any statement contained herein,
or in a document incorporated or deemed to be incorporated herein by reference,
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein or in any other subsequently filed document
incorporated or deemed to be incorporated herein by reference, which statement
is also
19
<PAGE>
incorporated herein by reference, 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 hereof.
THIS PROXY STATEMENT INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. COPIES OF THESE DOCUMENTS (EXCLUDING
EXHIBITS UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO
THE INFORMATION INCORPORATED HEREIN) WILL BE PROVIDED BY FIRST CLASS MAIL
WITHOUT CHARGE TO EACH PERSON TO WHOM THIS PROXY STATEMENT IS DELIVERED UPON
WRITTEN OR ORAL REQUEST BY SUCH PERSON TO WORLDCOM, 515 EAST AMITE STREET,
JACKSON, MISSISSIPPI 39201-2702, ATTENTION: STEPHANIE Q. SCOTT, DIRECTOR OF
FINANCIAL REPORTING (TELEPHONE: (601)360-8600). IN ORDER TO ENSURE TIMELY
DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE BY , 1997.
If you have any questions concerning this Proxy Solicitation or the
procedures to be followed to execute and deliver a proxy, please contact
MacKenzie at the address or phone number specified below.
WorldCom is not aware of any other substantive matter to be considered at
the Special Meeting. However, if any other matter properly comes before the
Special Meeting, WorldCom expects the persons designated as proxies will vote
all proxies held by them as WorldCom, in its sole discretion, may determine.
YOUR PROXY AND PROMPT ACTION ARE IMPORTANT YOU ARE URGED TO GRANT YOUR PROXY
BY SIGNING, DATING AND RETURNING THE ENCLOSED WHITE PROXY CARD TODAY.
WORLDCOM, INC.
, 1997
- --------------------------------------------------------------------------------
[LOGO]
156 FIFTH AVENUE
NEW YORK, NEW YORK 10010
BANKERS AND BROKERS CALL COLLECT: (212) 929-5500
ALL OTHERS CALL TOLL-FREE: 1-800-322-2885
- --------------------------------------------------------------------------------
20
<PAGE>
ANNEX A
INFORMATION CONCERNING THE DIRECTORS AND
EXECUTIVE OFFICERS OF WORLDCOM AND OTHER EMPLOYEES
AND REPRESENTATIVES OF WORLDCOM WHO MAY SOLICIT PROXIES
The following tables set forth the name, business address and the present
principal occupation or employment, and the name, principal business and address
of any corporation or other organization in which such employment is carried on,
of the directors and executive officers of WorldCom and other employees and
representatives of WorldCom who may solicit proxies from Stockholders of MCI.
Unless otherwise indicated, the principal business address of each director or
executive officer is 515 East Amite Street, Jackson, Mississippi 39201-2702 and
the principal business address of each representative of Salomon is Salomon
Brothers Inc, Seven World Trade Center, New York, NY 10048. Salomon does not
admit that it or any of its directors, officers, employees or affiliates is a
"participant," as defined in Schedule 14A promulgated under the Exchange Act by
the Commission, in the solicitation to which this Proxy Statement relates or
that such Schedule 14A requires the disclosure in the Proxy Statement of certain
information concerning Salomon.
<TABLE>
<CAPTION>
NAME AND PRINCIPAL PRESENT OFFICE OR OTHER
BUSINESS ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT
- -------------------------------------------------------- --------------------------------------------------------
<S> <C>
Carl J. Aycock Self-employed as a financial administrator
123 South Railroad Avenue
Brookhaven, MS 39601
Max E. Bobbitt President and Chief Executive Officer, Metromedia Asia
Metromedia Asia Corporation Corporation, a telecommunications company
110 East 42nd St.
Suite 1501
New York, NY 10017
Bernard J. Ebbers Chairman of the Board, President and Chief Executive
Officer of WorldCom
Francesco Galesi Chairman and Chief Executive Officer, Galesi Group,
Galesi Group which includes companies engaged in distribution,
435 East 52nd Street manufacturing, real estate and telecommunications
New York, NY 10022
Richard R. Jaros Private Investor
9968 Spring Street
Omaha, NE 68124
Stiles A. Kellet, Jr. Chairman of Kellet Investment Corp.
Kellet Investment Corp.
200 Galleria Parkway,
Suite 1800
Atlanta, GA 30339
David C. McCourt Chairman of the Board and Chief Executive Officer, C-TEC
C-TEC Corporation Corporation, a telecommunications company
105 Carnegie Center
Princeton, NJ 08540
John A. Porter Chairman of the Board of Directors and Chief Executive
295 Bay Street Officer, Industrial Electric Manufacturing, Inc., a
Suite #2 manufacturer of electrical power distribution products
Easton, MD 21601
</TABLE>
A-1
<PAGE>
<TABLE>
<CAPTION>
NAME AND PRINCIPAL PRESENT OFFICE OR OTHER
BUSINESS ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT
- -------------------------------------------------------- --------------------------------------------------------
<S> <C>
John W. Sidgmore Vice Chairman of the Board and Chief Operations Officer,
UUNET Technologies, Inc. WorldCom, Inc.; Chief Executive Officer and director of
3060 Williams Drive UUNET Technologies, Inc., a wholly owned subsidiary of
Fairfax, VA 22031 WorldCom.
Scott D. Sullivan Chief Financial Officer and Secretary, WorldCom
Lawrence C. Tucker General Partner, Brown Brothers Harriman & Co.
Brown Brothers Harriman & Co.
59 Wall Street
New York, NY 10005
Gary G. Brandt Vice President, Investor Relations,
WorldCom
Julie Stangl Manager, Investor Relations, WorldCom
Jack Grubman Managing Director, Head of Global Telecom Research,
Salomon
Sheri McMahon Research Analyst, Salomon
Thomas King Managing Director, Salomon
Tim Davies Vice President, Salomon
Kilty Nolan Vice President, Salomon
Tony Whittemore Vice President, Salomon
Jerry Zhang Associate, Salomon
Arjun (Ajay) Sekhri Associate, Salomon
</TABLE>
A-2
<PAGE>
ANNEX B
SHARES HELD BY WORLDCOM, ITS DIRECTORS AND EXECUTIVE OFFICERS
AND CERTAIN EMPLOYEES AND OTHER REPRESENTATIVES OF
WORLDCOM WHO MAY ALSO SOLICIT PROXIES, AND CERTAIN
TRANSACTIONS BETWEEN ANY OF THEM AND MCI
WorldCom purchased 100 Shares on September 11, 1997 for $27.75 per share and
500 Shares on September 24, 1997 for $29.75 per share (in each case, excluding
mark-ups and commissions). As of September 30, 1997 WorldCom owned beneficially
602 Shares. No director or executive officer of WorldCom beneficially owns any
Shares.
Salomon engages in a full range of investment banking, securities trading,
market-making and brokerage services for institutional and individual clients.
In the ordinary course of its business, Salomon may actively trade the
securities of MCI for its own account and the accounts of its customers and,
accordingly, may at any time hold a long or short position in such securities.
As of , 1997 Salomon held a net long position of approximately
Shares. Salomon does not admit that it or any of its directors, officers,
employees or affiliates is a "participant," as defined in Schedule 14A
promulgated under the Exchange Act by the Commission, in the solicitation to
which this Proxy Statement relates or that such Schedule 14A requires the
disclosure in this Proxy Statement of certain information concerning Salomon.
WorldCom and MCI have entered into certain interconnection or other services
agreements with each other and certain of their affiliates in the ordinary
course of their businesses, which agreements have been amended from time to
time. In the six months ended June 30, 1997, fiscal 1996, fiscal 1995 and fiscal
1994, MCI and its subsidiaries and WorldCom and its subsidiaries have engaged in
transactions aggregating approximately $180.0 million, $418.0 million, $240.0
million and $180.0 million, respectively.
Except as disclosed in this Proxy Statement, to the best knowledge of
WorldCom, none of WorldCom, its directors and executive officers or other
employees and representatives of WorldCom named in Annex A hereto has any
interest, direct or indirect, by security holdings or otherwise, in MCI except
that an associate of Mr. John A. Porter, Phillips & Brooks Gladwin, Inc., sells
pay phone equipment, installation and maintenance services to MCI in an annual
amount of approximately $200,000.
B-1
<PAGE>
ANNEX C
SHARES HELD BY DIRECTORS AND EXECUTIVE OFFICERS OF MCI
The following table sets forth as of December 31, 1996 the number of Shares
beneficially owned by each director, the chief executive officer and each of the
other three executive officers named in the Original BT/MCI Proxy
Statement/Prospectus (and by all directors and executive officers as a group) of
MCI. The information contained in the table is derived from information
contained in the Original BT/ MCI Proxy Statement/Prospectus.
<TABLE>
<CAPTION>
AMOUNT
AND NATURE OF
BENEFICIAL OWNERSHIP
TITLE OF CLASS NAME OF BENEFICIAL OWNER OF SHARES(1) PERCENT OF CLASS
- --------------------- ------------------------------------------ --------------------- ---------------------
<S> <C> <C> <C>
DIRECTORS WHOSE TERMS EXPIRE IN 1997
Common Stock Clifford L. Alexander, Jr. 36,000(2) *
Common Stock Richard M. Jones 50,000(3) *
Common Stock K. Rupert Murdoch 0 *
Common Stock John R. Worthington 288,147(4) *
CLASS A DIRECTORS
Common Stock Sir Peter L. Bonfield 350(5) *
Common Stock Sir Colin M. Marshall 0(6) *
Common Stock J. Keith Oates 0(7) *
DIRECTORS WHOSE TERMS EXPIRE IN 1998
Common Stock Michael H. Bader 416,074(8) *
Common Stock Gordon S. Macklin 54,000(9) *
Common Stock Bert C. Roberts, Jr. 2,144,174(10) *
Common Stock Richard B. Sayford 50,990(11) *
DIRECTORS WHOSE TERMS EXPIRE IN 1999
Common Stock Judith Areen 40,000(12) *
Common Stock Gerald H. Taylor 1,104,608(13) *
Common Stock Judith Whittaker 51,000(14) *
</TABLE>
- ------------------------
(1) Unless otherwise noted, each person has sole voting power and sole
investment power with respect to the securities reported, except with
respect to shares of MCI Common Stock allocated to accounts under MCI's
Employee Stock Ownership and 401(k) Plan ("ESOP"), with respect to which
shares such person has sole voting power only. Where indicated, the data
also include shares which each person had the right to acquire upon exercise
of stock options within sixty days of December 31, 1996 and also shares
issued as awards of restricted stock and/or incentive stock units ("ISUs").
As of
C-1
<PAGE>
December 31, 1996, no individual officer or director beneficially owned more
than 1% of the outstanding shares of any class of MCI's capital stock.
(2) Includes 30,000 shares of MCI Common Stock Mr. Alexander has the right to
acquire pursuant to the exercise of stock options. Mr. Alexander shares
voting and investment power with respect to all shares other than those
which he has the right to acquire pursuant to the exercise of such stock
options.
(3) Includes 30,000 shares of MCI Common Stock Mr. Jones has the right to
acquire pursuant to the exercise of stock options.
(4) Does not include 147,890 shares of MCI Common Stock owned solely by Mr.
Worthington's wife, in which shares he disclaims beneficial ownership.
(5) Sir Peter Bonfield is an executive officer and director of BT, the holder of
all the outstanding Class A Common Stock and 732,499 shares of MCI Common
Stock.
(6) Sir Colin Marshall is a director of BT, the holder of all the outstanding
Class A Common Stock and 732,499 shares of MCI Common Stock.
(7) Mr. Oates is a director of BT, the holder of all the outstanding Class A
Common Stock and 732,499 shares of MCI Common Stock.
(8) Includes 30,000 shares of MCI Common Stock Mr. Bader has the right to
acquire pursuant to the exercise of stock options. Mr. Bader shares voting
and investment power with respect to all shares other than those which he
has the right to acquire pursuant to the exercise of such stock options. Mr.
Bader is one of seven trustees for the William G. McGowan Charitable Fund,
Inc.; he does not, however, have voting or investment power over any of the
shares of MCI Common Stock held by such Fund.
(9) Includes 30,000 shares of MCI Common Stock Mr. Macklin has the right to
acquire pursuant to the exercise of stock options. Does not include 3,200
shares of MCI Common Stock owned solely by Mr. Macklin's wife, in which
shares he disclaims beneficial ownership.
(10) Includes 45,836 shares of MCI Common Stock allocated to Mr. Roberts' ESOP
account, 1,218,400 shares of MCI Common Stock he has the right to acquire
pursuant to the exercise of stock options, 322,536 shares of MCI Common
Stock issued as restricted stock awards and 119,400 shares of MCI Common
Stock owned by a limited partnership in which Mr. Roberts is a general
partner. Does not include 12,000 shares of MCI Common Stock held by Mr.
Roberts' wife as custodian for the benefit of their minor child, in which
shares Mr. Roberts disclaims beneficial ownership.
(11) Includes 30,000 shares of MCI Common Stock Mr. Sayford has the right to
acquire pursuant to the exercise of stock options. Does not include 800
shares of MCI Common Stock owned solely by Mr. Sayford's wife, in which
shares he disclaims beneficial ownership.
(12) Includes 36,000 shares of MCI Common Stock Ms. Areen has the right to
acquire pursuant to the exercise of stock options.
(13) Includes 35,757 shares of MCI Common Stock allocated to Mr. Taylor's ESOP
account, 556,270 shares he has the right to acquire pursuant to the exercise
of stock options and 442,150 shares issued as ISUs.
(14) Includes 30,000 shares of MCI Common Stock Mr. Whittaker has the right to
acquire pursuant to the exercise of stock options.
OTHER EXECUTIVE OFFICERS OF MCI
<TABLE>
<CAPTION>
AMOUNT
AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNERSHIP
TITLE OF CLASS BENEFICIAL OWNER OF SHARES(1) PERCENT OF CLASS
- --------------------- ------------------------------------------ --------------------- ---------------------
<S> <C> <C> <C>
Common Stock Timothy F. Price 614,601(2) *
Common Stock Michael J. Rowny 293,658(3) *
Common Stock Douglas L. Maine 528,145(4) *
All executive officers and directors as a group(5) 7,310,661(6)
</TABLE>
C-2
<PAGE>
- ------------------------
(1) Unless otherwise noted, each person has sole voting power and sole
investment power with respect to the securities reported, except with
respect to shares of MCI Common Stock allocated to accounts under the ESOP,
with respect to which shares such person has sole voting power only. Where
indicated, the data also include shares which each person had the right to
acquire upon exercise of stock options within sixty days of December 31,
1996, and also shares issued as awards of restricted stock and/or ISUs.
(2) Includes 14,428 shares of MCI Common Stock allocated to Mr. Price's ESOP
account, 230,670 shares of MCI Common Stock he has the right to acquire
pursuant to the exercise of stock options and 351,950 shares of MCI Common
Stock issued as ISUs. Does not include 1,000 shares of MCI Common Stock held
by Mr. Price's wife as custodian for the benefit of their minor children, in
which shares Mr. Price disclaims beneficial ownership.
(3) Includes 645 shares of MCI Common Stock allocated to Mr. Rowny's ESOP
account, 125,400 shares of MCI Common Stock he has the right to acquire
pursuant to the exercise of stock options and 165,000 shares of MCI Common
Stock issued as ISUs.
(4) Includes 14,100 shares of MCI Common Stock allocated to Mr. Maine's ESOP
account, 357,860 shares of MCI Common Stock he has the right to acquire
pursuant to the exercise of stock options and 140,100 shares of MCI Common
Stock issued as ISUs. Does not include 600 shares of MCI Common Stock held
by Mr. Maine's wife as custodian for the benefits of a minor child, in which
shares of MCI Common Stock Mr. Maine disclaims beneficial ownership.
(5) This group includes MCI's executive officers, as such term is defined in
Rule 3b-7 of the Exchange Act, and its directors, a total of 22 persons.
(6) Includes 141,615 shares of MCI Common Stock allocated to such officers'
accounts under the ESOP, 3,589,850 shares of MCI Common Stock that officers
and directors have the right to acquire pursuant to the exercise of stock
options and 2,208,636 shares of MCI Common Stock issued to officers pursuant
to restricted stock awards and/or ISUs. Officers and directors have shared
voting and investment power with respect to 392,074 of these shares of MCI
Common Stock.
C-3
<PAGE>
PRELIMINARY COPY--SUBJECT TO COMPLETION
[FORM OF PROXY CARD-WORLDCOM]
PROXY SOLICITED BY WORLDCOM
IN OPPOSITION TO THE PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
MCI COMMUNICATIONS CORPORATION
Unless otherwise specified below, the undersigned, a holder of record of
shares of Common Stock, par value $.10 per share and/or shares of Class A Common
Stock, par value $.10 per share (collectively, the "Shares"), of MCI
Communications Corporation ("MCI") on , 1997 (the "Record Date"),
hereby appoints and , or either of them, the proxy or proxies of the
undersigned, each with full power of substitution, to attend the Special Meeting
of Stockholders of MCI to be held on , 1997 at which holders of
Shares will be voting on approval and adoption of the Agreement and Plan of
Merger, dated as of November 3, 1996, as amended as of February 14, 1997 and
August 21, 1997, by and among British Telecommunications plc ("BT"), a
wholly-owned subsidiary of BT, and MCI (the "BT/MCI Merger Agreement"), and at
any adjournments, postponements or reschedulings thereof, and to vote as
specified in this Proxy all the Shares which the undersigned would otherwise be
entitled to vote if personally present. The undersigned hereby revokes any
previous proxies with respect to the matters covered in this proxy.
WORLDCOM RECOMMENDS A VOTE AGAINST APPROVAL AND ADOPTION
OF THE BT/MCI MERGER AGREEMENT.
(IF RETURNED CARDS ARE SIGNED AND DATED BUT NOT MARKED, THE
UNDERSIGNED WILL BE DEEMED TO HAVE INSTRUCTED THE PROXIES TO VOTE AGAINST
APPROVAL AND ADOPTION OF THE BT/MCI MERGER AGREEMENT.)
<PAGE>
1. Approval and adoption of the BT/MCI Merger Agreement.
/ / AGAINST / / ABSTAIN / / FOR
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE CONCERNING THIS PROXY, PLEASE
CONTACT MacKENZIE PARTNERS, INC. AT (800) 322-2885
Proxies can only be given by Stockholders of record on the Record Date.
Please sign your name below exactly as it appears on your stock certificate(s)
on the Record Date or on the label affixed hereto. When Shares are held of
record by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or authorized
officer. If a partnership, please sign in partnership name by authorized person.
Dated: __________________________, 1997
_______________________________________
Signature (Title, if any)
_______________________________________
Signature if held jointly
PLEASE SIGN, DATE AND RETURN PROXY PROMPTLY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
