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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
MCI Communications Corporation
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(Name of company)
Common Stock
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(Title of class of securities)
552673105
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(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
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(Name, address and telephone number of person
authorized to receive notices and communications)
August 21, 1997
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(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.
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This Amendment No. 3 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, and by Amendment No. 2, filed December 5, 1996 (such Schedule,
as so amended, being the "Schedule 13D"). This Amendment No. 3 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
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Item 4 is supplemented as follows:
The Reporting Person announced on August 21, 1997, that following a
joint management review of the prospects of both companies, the Reporting Person
and the Company are having discussions concerning the economic terms of the
Merger Agreement. There can be no assurance as to the outcome of the
discussions. A related press release of the Reporting Person is attached hereto
as Exhibit 6.
The following amendment to Item 7 of the Schedule 13D is hereby made:
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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Item 7 is supplemented as follows:
6. Reporting Person press release, dated August 21, 1997.
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: August 21, 1997 BRITISH TELECOMMUNICATIONS PLC
By /s/ Colin R. Green
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Name: Colin R. Green
Title: Secretary and Chief Legal Adviser
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
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<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.
5. Reporting Person press release, dated November 3, 1996.
6.* Reporting Person press release, dated August 21, 1997.
</TABLE>
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* Filed herewith.
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EXHIBIT 6
August 21, 1997
BT AND MCI STATEMENT ON JOINT REVIEW
BT announced today that following a joint management review of the prospects of
both companies, BT and MCI are having discussions concerning the economic terms
of their existing merger agreement. There can be no assurance as to the outcome
of the discussions.
