<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
MCI Communications Corporation
-------------------------------------------------
(Name of company)
Common Stock
---------------------------------------------
(Title of class of securities)
552673105
--------------
(CUSIP Number)
Colin R. Green
Secretary and Chief Legal Adviser
British Telecommunications plc
BT Centre
81 Newgate Street
London EC1A 7AJ, England
Tel. No.: (011) 44-71-356-5000
---------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
October 16, 1997
-------------------------------------------------------------
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box [_].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
<PAGE>
This Amendment No. 5 amends and supplements the Schedule 13D filed
with the Securities and Exchange Commission on October 11, 1994 by British
Telecommunications plc, a public limited company incorporated under the laws of
England and Wales (the "Reporting Person"), as amended by Amendment No. 1, filed
November 3, 1996, by Amendment No. 2, filed December 5, 1996, by Amendment No.
3, filed August 21, 1997 and by Amendment No. 4, filed August 22, 1997 (such
Schedule, as so amended, being the "Schedule 13D"). This Amendment No. 5 is
filed to reflect information required by Rule 13d-2 under the Securities
Exchange Act of 1934, as amended, with respect to the common stock, par value
$.10 per share (the "Common Stock"), of MCI Communications Corporation, a
Delaware corporation (the "Company").
The following amendment to Item 4 of the Schedule 13D is hereby made:
ITEM 4. PURPOSE OF TRANSACTION
----------------------
Item 4 is supplemented as follows:
On October 16, 1997, the Reporting Person sent a letter to the Company, by
which the Reporting Person and the Company gave consent to each other to conduct
discussions with WorldCom, Inc., a Georgia corporation ("WorldCom"), and GTE
Corporation, a New York corporation ("GTE"), relating to their respective
acquisition proposals concerning the Company. A copy of this letter is attached
hereto as Exhibit 10.
The following amendment to Item 7 of the Schedule 13D is hereby made:
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
--------------------------------
Item 7 is supplemented as follows:
10. Letter, dated October 16, 1997, from the Reporting Person to the
Company.
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 16, 1997 BRITISH TELECOMMUNICATIONS PLC
By /s/ Jack Greenberg
---------------------------------------
Name: Jack Greenberg
Title: Director, Group Legal Services,
Global Communications
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
1. Amended and Restated Investment Agreement, dated as of January 31,
1994, between the Reporting Person and the Company, amending and
restating the Investment Agreement, dated as of August 4, 1993,
between the Reporting Person and the Company.
2. Registration Rights Agreement, dated as of September 30, 1994,
between the Reporting Person and the Company.
3. First Amendment, dated as of September 29, 1994, to the Investment
Agreement, between the Reporting Person and the Company.
4. Agreement and Plan of Merger, dated as of November 3, 1996, among the
Reporting Person, the Company and Tadworth.
5. Reporting Person press release, dated November 3, 1996.
6. Reporting Person press release, dated August 21, 1997.
7. Amendment Agreement, dated as of February 14, 1997, among the
Reporting Person, the Company and Tadworth.
8. Amendment Agreement No. 2, dated as of August 21, 1997, among the
Reporting Person, the Company and Tadworth.
9. Reporting Person press release, dated August 22, 1997.
10.* Letter, dated October 16, 1997, from the Reporting Person to the
Company.
</TABLE>
- -----------------
* Filed herewith.
<PAGE>
EXHIBIT 10
[LETTERHEAD OF BT APPEARS HERE]
Michael H. Salsbury
Executive Vice President
and General Counsel
MCI Communications Corporation
1801 Pennsylvania Avenue, N.W.
Washington, DC 20006
16 October 1997
Dear Mike:
In view of the recent WorldCom and GTE offers, we hereby give consent to each
other to conduct discussions with WorldCom and GTE relating to their respective
Acquisition Proposals. Hence any rights we may have against each other under
the Merger Agreement and the Investment Agreement with respect to such
discussions are hereby waived.
Yours truly,
/s/ Jack Greenberg
Jack Greenberg
Accepted and Agreed as of the date
first written above:
MCI Communications Corporation
/s/ Michael H. Salsbury
- -----------------------------------
