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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2
MCI Communications Corporation
(Exact name of registrant as specified in its charter)
Delaware 52-0886267
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1801 Pennsylvania Avenue, N.W., Washington, D.C. 20006
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
None
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(Title of Class)
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Preferred Stock Purchase Rights NASDAQ National Market
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Item 1. Description of Securities to be Registered
On November 9, 1997, MCI Communications Corporation (the
"Company") and WorldCom, Inc. ("WorldCom") entered into an Agreement and Plan of
Merger, dated as of November 9, 1997 (the "Merger Agreement"), pursuant to
which, subject to the satisfaction of the terms and conditions thereof, the
Company will merge with and into a wholly-owned subsidiary of WorldCom (the
"Merger").
In connection with the Merger Agreement, the Company executed
Amendment No. 3 (the "Rights Amendment") to the Rights Agreement, dated as of
September 30, 1994, with Morgan Guaranty Trust Bank of New York, as Rights Agent
(as amended, the "Rights Agreement"). The Rights Amendment provides that
WorldCom will not become an "Acquiring Person" and that no "Stock Acquisition
Date" or "Distribution Date" (as such terms are defined in the Rights Agreement)
will occur as a result of: (i) the approval, execution or delivery of the Merger
Agreement or (ii) the consummation of the Merger. The Rights Amendment also
provides that the Rights will expire immediately prior to the effective time of
the Merger. A summary of the Company's Preferred Stock Purchase Rights (the
"Rights"), as amended, follows.
Summary of Rights
On September 30, 1994, the Board of Directors of MCI
Communications Corporation (the "Company") declared a dividend of one preferred
share purchase right (a "Right") for each outstanding share of common stock, par
value $.10 per share and Class A common stock, par value $.10, of the Company
(the "Common Shares"). The payment of the dividend of the Rights was subject to
the closing of the transactions contemplated by the Amended and Restated
Investment Agreement dated as of January 31, 1994 (the "Investment Agreement")
between the Company and British Telecommunications plc ("BT"), which has now
occurred. The rights dividend was distributed on October 11, 1994 (the "Record
Date") to the stockholders of record on that date. Prior to the Distribution
Date (as defined below), the Rights will also be attached to all future
issuances of Common Shares. Each Right entitles the registered holder to
purchase from the Company one-hundredth of a share of Series E Junior
Participating Preferred Stock, par value $.10 per share (the "Preferred
Shares"), of the Company at a price of $100 per one-hundredth of a Preferred
Share (the "Purchase Price"), subject to adjustment. The description and terms
of the Rights are set forth in the Rights Agreement.
The Rights will become exercisable on the date (the
"Distribution Date") that is the earlier of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person", which term shall not include WorldCom or any of its
affiliates which would otherwise become Acquiring Persons solely by reason of:
(x) the approval, execution or delivery of the Merger Agreement or (y) the
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consummation of the Merger) has acquired beneficial ownership of 10% or more of
the outstanding Common Shares (more than 20.1% of the outstanding Common Shares
in the case of share acquisitions by British Telecommunications plc ("BT") or
(ii) 10 business days (or such later date as may be determined by action of the
Board of Directors prior to such time as any person or group of affiliated
persons becomes an Acquiring Person) following the commencement or announcement
of an intention to make a tender offer or exchange offer the consummation of
which would result in the beneficial ownership by a person or group of 10% or
more of the outstanding Common Shares. The Rights will be evidenced, with
respect to any of the Common Share certificates outstanding as of the Record
Date, by such Common Share certificate together with a copy of this Summary of
Rights.
The Rights Agreement provides that, until the Distribution
Date (or earlier redemption or expiration of the Rights), the Rights will be
transferred with and only with the Common Shares. Until the Distribution Date
(or earlier redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or new issuances of
Common Shares will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or expiration of
the Rights), the surrender for transfer of any certificates for Common Shares
outstanding as of the Record Date, even without such notation or a copy of this
Summary of Rights, will also constitute the transfer of the Rights associated
with the Common Shares represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing the Rights
("Right Certificates") will be mailed to holders of record of the Common Shares
as of the close of business on the Distribution Date and thereafter such
separate Right Certificates alone will evidence the Rights. The Rights Agreement
provides that anything therein or in the Rights to the contrary notwithstanding,
Rights may be issued subsequent to the Distribution Date under certain
circumstances as set forth in the Rights Agreement.
The Rights are not exercisable until the Distribution Date.
The Rights will expire on September 30, 2004 (the "Final Expiration Date"),
unless the Final Expiration Date is extended or unless the Rights are earlier
redeemed or exchanged by the Company, in each case as described below. In
addition, the Rights Amendment provides that the Rights will expire immediately
prior to the effective time of the Merger.
The Purchase Price payable, and the number of Preferred Shares
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of
certain rights or warrants to subscribe for or purchase Preferred Shares at a
price, or securities convertible into Preferred Shares with a conversion price,
less than the then-current market price of the Preferred Shares or (iii) upon
the distribution to holders of the Preferred Shares of evidences of indebtedness
or
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assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).
The number of outstanding Rights are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will
not be redeemable, except as otherwise provided under Section 9 of the Company's
Certificate of Incorporation. Each Preferred Share will be entitled to a
preferential quarterly dividend payment of the greater of $1 per share or 100
times the dividend declared per Common Share. In the event of liquidation, the
holders of the Preferred Shares will be entitled to a preferential liquidation
payment of the greater of $100 per share or 100 times the payment made per
Common Share. Each Preferred Share will have 100 votes, voting together with the
Common Shares. These rights are protected by customary antidilution provisions.
Because of the nature of the Preferred Shares' dividend,
liquidation and voting rights, the value of the one-hundredth interest in a
Preferred Share purchasable upon exercise of each Right should approximate the
value of one Common Share.
In the event that any person or group of affiliated or
associated persons becomes an Acquiring Person, each holder of a Right (other
than Rights beneficially owned by the Acquiring Person, which will become void),
will thereafter have the right to receive upon exercise that number of shares of
Common Stock having a market value of two times the exercise price of the Right.
In the event that, after a person or group has become an
Acquiring Person, the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power are sold, proper provision will be made so that each holder of a Right
(other than Rights beneficially owned by an Acquiring Person which will have
become void) will thereafter have the right to receive, upon the exercise
thereof at the then current exercise price, that number of shares of common
stock of the acquiring company which at the time of such transaction will have a
market value of two times the exercise price of the Right.
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price. No fractional Preferred Shares will be issued (other
than fractions which are integral multiples of one-hundredth of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made
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based on the market price of the Preferred Shares on the last trading day prior
to the date of exercise.
At any time prior to the time an Acquiring Person becomes
such, the Board of Directors of the Company may redeem the Rights in whole, but
not in part, at a price of $.01 per Right (the "Redemption Price"), provided
that pursuant to the Company's Certificate of Incorporation, during the four
years following the closing of the transactions with BT, contemplated under the
Investment Agreement so long as any shares of Class A Common Stock remain
outstanding, such redemption will also require the affirmative vote of the
holders of 75% of all the Company's outstanding voting securities. In addition,
under the Investment Agreement, during the six years thereafter, the Company has
agreed with BT that, without BT's consent, it will not redeem the Rights unless
it has followed certain auction procedures set forth in the Investment
Agreement. The redemption of the Rights may be made effective at such time, on
such basis and with such conditions as the Board of Directors in its sole
discretion may establish. Immediately upon any redemption of the Rights, the
right to exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.
At any time after any person or group becomes an Acquiring
Person and prior to the acquisition by such person or group of 50% or more of
the outstanding Common Shares, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such person or group which will
have become void), in whole or in part, at an exchange ratio of one share of
Common Stock, or one-hundredth of a Preferred Share (or of a share of a class or
series of the Company's preferred stock having equivalent rights, preferences
and privileges), per Right (subject to adjustment).
Subject to certain consent rights of BT under the Company's
Certificate of Incorporation and the Investment Agreement under certain
circumstances, for so long as Rights are then redeemable, the Company may,
except with respect to the redemption price, amend the Rights in any manner.
After the Rights are no longer redeemable the Company may amend the Rights in
any manner that does not adversely affect the interests of holders of the Rights
or cause the Rights again to become redeemable.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends.
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Item 2. Exhibits
1. Agreement and Plan of Merger, dated as of November 9,
1997, among WorldCom, Inc. ("WorldCom"), MCI
Communications Corporation (the "Company") and TC
Investments Corp. (Incorporated by reference to
Exhibit 2 to registrant's Current Report on Form
8-K/A filed November 14, 1997).
2. Rights Agreement, dated as of September 30, 1994,
as amended, between the Company and Mellon Bank,
N.A., as Rights Agent. The Rights Agreement
includes as Exhibit A the form of Right
Certificate. Pursuant to the Rights Agreement,
Right Certificates will not be distributed until
after the Distribution Date (as defined therein).
(Incorporated by reference to Exhibit 4(a) to
registrant's registration statement on Form 8-A
filed October 4, 1994).
3. Amendment No. 1, dated as of November 3, 1996, to
Rights Agreement, dated as of September 30, 1994,
between the Company and Mellon Bank, N.A., as Rights
Agent. (Incorporated by reference to Exhibit 2 to
registrant's registration statement on Form 8-A/A
filed November 20, 1996).
4. Amendment No. 2, dated as of August 20, 1997, to
Rights Agreement, dated as of September 30, 1994 and
amended, between the Company and Morgan Guaranty
Trust Company of New York, as Rights
Agent.
5. Amendment No. 3, dated as of November 9, 1997, to
Rights Agreement, dated as of September 30, 1994 and
amended, between the Company and Morgan Guaranty
Trust Company of New York, as Rights
Agent.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
MCI COMMUNICATIONS CORPORATION
By: /s/ Edward G. Freitag
Name: Edward G. Freitag
Title: Assistant Secretary
November 20, 1997
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EXHIBIT INDEX
Exhibit No. Description
1. Agreement and Plan of Merger, dated as of
November 9, 1997, among WorldCom, Inc.
("WorldCom"), MCI Communications Corporation
(the "Company") and TC Investments Corp.
(Incorporated by reference to Exhibit 2 to
registrant's Current Report on Form 8-K/A
filed November 14, 1997).
2. Rights Agreement, dated as of September 30,
1994, as amended, between the Company and
Mellon Bank, N.A., as Rights Agent. The
Rights Agreement includes as Exhibit A the
form of Right Certificate. Pursuant to the
Rights Agreement, Right Certificates will not
be distributed until after the Distribution
Date (as defined therein). (Incorporated by
reference to Exhibit 4(a) to registrant's
registration statement on Form 8-A filed
October 4, 1994).
3. Amendment No. 1, dated as of November 3,
1996, to Rights Agreement, dated as of
September 30, 1994, between the Company and
Mellon Bank, N.A., as Rights Agent.
(Incorporated by reference to Exhibit 2 to
registrant's registration statement on Form
8-A/A filed November 20, 1996).
4. Amendment No. 2, dated as of August 20, 1997, to
Rights Agreement, dated as of September 30, 1994 and
amended, between the Company and Morgan Guaranty Trust
Company of New York, as
Rights Agent.
5. Amendment No. 3, dated as of November 9, 1997, to
Rights Agreement, dated as of September 30, 1994 and
amended, between the Company and Morgan Guaranty Trust
Company of New York, as Rights Agent.
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Exhibit 4
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 2, dated as of August 20, 1997, is between
MCI COMMUNICATIONS CORPORATION, a Delaware corporation (the "Company"), and
MORGAN GUARANTY TRUST COMPANY OF NEW YORK (the "Rights Agent").
Recitals
A. The Company and Mellon Bank, N.A., as Rights Agent, are
parties to a Rights Agreement dated as of September 30, 1994, as amended by
Amendment No. 1 dated as of November 3, 1996 (the "Rights Agreement").
B. Mellon Bank, N.A. and Morgan Guaranty Trust Company of New
York are parties to an Assignment Agreement dated as of May 27, 1997 pursuant to
which Mellon Bank, N.A. assigned all of its right, title and interest in and to
the Rights Agreement to Morgan Guaranty Trust Company of New York.
C. Pursuant to Section 27 of the Rights Agreement, the Company
and the Rights Agent desire to amend the Rights Agreement as set forth below.
Accordingly, the Rights Agreement is hereby amended as
follows:
1. Amendment of Section 1(j). Section 1(j) of the Rights
Agreement is amended to read in its entirety as follows:
"(j) 'Exempt Person' shall mean (i) the Company, (ii)
any Subsidiary (as such term is hereinafter defined) of the
Company, (iii) any employee benefit plan of the Company or of
any Subsidiary of the Company, (iv) any entity or trustee
holding Common Shares for or pursuant to the terms of any such
plan or for the purpose of funding any such plan or funding
other employee benefits for employees of the Company or of any
Subsidiary of the Company or (v) BT and any of its Affiliates,
so long as neither BT nor any of its Affiliates is the
Beneficial Owner of any Common Shares other than (A) Common
Shares which BT and its Affiliates are the Beneficial Owner
solely by reason of the Agreement and Plan of Merger dated as
of November 3, 1996, as amended by the Amendment Agreement
dated as of February 14, 1997 and by the Amendment Agreement
No. 2 dated as of August 21, 1997 (the "Merger Agreement")
among the Company, BT and a wholly owned subsidiary of BT and
(B) any Common Shares beneficially owned by BT and its
Affiliates as of August 21, 1997. Notwithstanding any
provision of this Rights Agreement
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to the contrary, no Distribution Date or Shares Acquisition
Date shall be deemed to have occurred, neither BT nor any of
its Affiliates shall be deemed to have become an Acquiring
Person and no holder of Rights shall be entitled to exercise
such Rights under, or be entitled to any rights pursuant to
Sections 3(a), 7(a), 11(a) or 13(a), of this Rights Agreement
solely by reason of (X) the approval, execution or delivery of
the Merger Agreement or (Y) the consummation of the merger
pursuant to the Merger Agreement; provided that in the event
that BT or any of its Affiliates becomes the Beneficial Owner
of any Common Shares in any manner other than as set forth
above, the provisions of this sentence (other than this
proviso) shall not be applicable."
2. Effectiveness. This Amendment shall be deemed effective as
of August 21, 1997 as if executed by both parties on such date. Except
as amended hereby, the Rights Agreement shall remain in full force and
effect and shall be otherwise unaffected hereby.
3. Miscellaneous. This Amendment shall be deemed to be a
contract made under the laws of the State of Delaware and for all
purposes shall be governed by and construed in accordance with the laws
of such state applicable to contracts to be made and performed entirely
within such state. This Amendment may be executed in any number of
counterparts, each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument. If any term, provision,
covenant or restriction of this Amendment is held by a court of
competent jurisdiction or other authority to be invalid, illegal, or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment shall remain in full force and effect
and shall in no way be affected, impaired or invalidated.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date set forth above.
MCI COMMUNICATIONS CORPORATION
/s/ C. Bolton-Smith, Jr.
Name: C. Bolton-Smith, Jr.
Title: Secretary
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
/s/ Joseph D. Dooley
Name: Joseph D. Dooley
Title: Vice President
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Exhibit 5
AMENDMENT NO. 3 TO RIGHTS AGREEMENT
THIS AMENDMENT No. 3, dated as of November 9, 1997, is between
MCI COMMUNICATIONS CORPORATION, a Delaware corporation (the "Company"), and
MORGAN GUARANTY TRUST COMPANY OF NEW YORK (the "Rights Agent").
Recitals
B. The Company and the Rights Agent are parties to a Rights
Agreement dated as of September 30, 1994, as amended (the "Rights Agreement").
C. Pursuant to Section 27 of the Rights Agreement, the Company
and the Rights Agent desire to amend the Rights Agreement as set forth below.
Accordingly, the Rights Agreement is hereby amended as
follows:
1. Amendment of Section 1(j). Section 1(j) of the Rights
Agreement as amended to read in its entirety as follows:
"(j) `Exempt Person' shall mean (i) the Company, (ii)
any Subsidiary (as such term is hereinafter defined) of the
Company, (iii) any employee benefit plan of the Company or of
any Subsidiary of the Company, (iv) any entity or trustee
holding Common Shares for or pursuant to the terms of any such
plan or for the purpose of funding any such plan or funding
other employee benefits for employees of the Company or of any
Subsidiary of the Company or (v) WorldCom, Inc., a Georgia
corporation ("WorldCom"), and any of its Affiliates, so long
as neither WorldCom nor any of its Affiliates is the
Beneficial Owner of any Common Shares other than (A) Common
Shares which WorldCom and its Affiliates are the Beneficial
Owner solely by reason of the Agreement and Plan of Merger
(the "WorldCom Merger Agreement") dated as of November 9, 1997
among the Company, WorldCom and a wholly owned subsidiary of
WorldCom and (B) any Common Shares beneficially owned by
WorldCom and its Affiliates as of November 9, 1997.
Notwithstanding any provision of this Rights Agreement to the
contrary, no Distribution Date or Shares Acquisition Date
shall be deemed to have occurred, neither WorldCom nor any of
its Affiliates shall be deemed to have become an Acquiring
Person and no holder of Rights shall be entitled to exercise
such Rights under, or be entitled to any rights pursuant to
Sections 3(a), 7(a), 11(a) or 13(a), of this Rights Agreement
solely by reason of (X) the approval, execution or delivery of
the WorldCom Merger Agreement or (Y) the consummation of the
merger pursuant to the
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WorldCom Merger Agreement; provided that in the event that
WorldCom or any of its Affiliates becomes the Beneficial Owner
of any Common Shares in any manner other than as set forth
above, the provisions of this sentence (other than this
proviso) shall not be applicable."
2. Amendment of Section 7(a). Paragraph (a) of Section 7 of
the Rights Agreement is amended by (x) deleting the word "or"
immediately preceding clause (iii) therein and (y) adding the following
new phrase immediately following clause (iii) therein: "or (iv)
immediately prior to the Effective Time (as defined in the WorldCom
Merger Agreement).
3. Effectiveness. This Amendment No. 3 shall be
deemed effective as of November 9, 1997 as if executed by
both parties on such date. Except as amended hereby, the
Rights Agreement shall remain in full force and effect and
shall be otherwise unaffected hereby.
4. Miscellaneous. This Amendment No. 3 shall be deemed to be a
contract made under the laws of the State of Delaware and for all
purposes shall be governed by and construed in accordance with the laws
of such state applicable to contracts to be made and performed entirely
within such state. This Amendment No. 3 may be executed in any number
of counterparts, each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument. If any term, provision,
covenant or restriction of this Amendment No. 3 is held by a court of
competent jurisdiction or other authority to be invalid, illegal, or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment No. 3 shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 3 to be duly executed as of the date and year first above written.
MCI COMMUNICATIONS CORPORATION
/s/ Edward G. Freitag
Name: Edward G. Freitag
Title: Assistant General Counsel and
Assistant Secretary
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
/s/ Joseph D. Dooley
Name: Joseph D. Dooley
Title: Vice President
