<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 14, 1998
MCI COMMUNICATIONS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C> <C>
Delaware 0-6547 58-2358734
(State or Other (Commission File (Formerly 52-0886267)
Jurisdiction of Number) (IRS Employer Identification Number)
Incorporation)
</TABLE>
1801 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (202) 872-1600
================================================================================
<PAGE> 2
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) On September 14, 1998, MCI WORLDCOM, Inc. (f/k/a WorldCom, Inc.), a
Georgia corporation ("MCI WorldCom" or the "Company"), acquired MCI
Communications Corporation, a Delaware corporation ("MCI"), pursuant
to the merger (the "Merger") of MCI with and into TC Investments Corp.
("Acquisition Subsidiary"), a wholly owned subsidiary of MCI WorldCom.
Upon consummation of the Merger, Acquisition Subsidiary was renamed
MCI Communications Corporation which became a wholly owned subsidiary
of MCI WorldCom. The Merger was effected pursuant to an Agreement and
Plan of Merger dated as of November 9, 1997 by and among WorldCom,
Inc. MCI and Acquisition Subsidiary (the "Merger Agreement").
As a result of the Merger, each share of MCI common stock was
converted into the right to receive 1.2439 shares of MCI WorldCom
common stock or approximately 755 million MCI WorldCom common shares
in the aggregate, and each share of MCI Class A common stock
outstanding (all of which were held by British Telecommunications plc
("BT")) was converted into the right to receive $51.00 in cash or
approximately $7 billion in the aggregate.
The funds paid to BT were obtained by MCI WorldCom from available cash
as a result of the MCI WorldCom's $6.1 billion public debt offering in
August 1998, the sale of MCI's Internet assets to Cable & Wireless,
the sale of MCI's 24.9% equity stake in Concert Communications
Services ("Concert") to BT and availability under MCI WorldCom's
commercial paper program. Certain portions of the press release
related to the sale of MCI's 24.9% equity stake in Concert to BT are
filed as Exhibit 99.1 hereto and incorporated by reference herein.
Upon effectiveness of the Merger, the then outstanding and unexercised
options exercisable for shares of MCI common stock were converted into
options exercisable for an aggregate of approximately 80 million
shares of MCI WorldCom common stock having the same terms and
conditions as the MCI options, except that the exercise price and the
number of shares issuable upon exercise were divided and multiplied,
respectively, by 1.2439.
The basic terms of the Merger and the relationships between MCI
WorldCom, MCI and BT and the respective directors and executive
officers of MCI WorldCom and MCI, were described in the Joint Proxy
Statement/Prospectus dated January 22, 1998 filed in connection with
the Company's Registration Statement on Form S-4 (Registration No.
333-36901), which is incorporated by reference herein. The terms of
the Merger were determined in accordance with the Merger Agreement and
were established through arm's length negotiations between MCI
WorldCom, MCI and BT.
(b) As of the effectiveness of the Merger, the Board of Directors of MCI
WorldCom consists of the following individuals: Clifford Alexander,
Jr., James C. Allen, Judith Areen, Carl J. Aycock, Max E. Bobbitt,
Stephen M. Case, Bernard J. Ebbers, Francesco Galesi, Stiles A.
Kellett, Jr., Gordon S. Macklin, John A. Porter, Timothy F. Price,
Bert C. Roberts, Jr., John W. Sidgmore, Scott D. Sullivan, Gerald H.
Taylor and Lawrence C. Tucker.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
See Item 1.
2
<PAGE> 3
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
See Exhibit Index
3
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: September 29, 1998
MCI Communications Corporation
By: /s/ Scott D. Sullivan
----------------------------
Scott D. Sullivan
Chief Financial Officer
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
----------- ----------------------
<S> <C>
2.1 Agreement and Plan of Merger by and among WorldCom,
TC Investments Corp. and MCI dated as of November 9,
1997 (filed as Annex I to the Joint Proxy
Statement/Prospectus dated January 22, 1998 included
in WorldCom's Registration Statement on Form S-4,
Registration No. 333-36901, and incorporated herein
by this reference)*
2.2 Agreement by and among BT, MCI and WorldCom dated as
of November 9, 1997 (incorporated herein by
reference to Exhibit 99.1 of WorldCom's Current
Report on Form 8-K dated November 9, 1997 (filed
November 12, 1997) (File No. 0-11258))*
99.1 Certain portions of Press Release dated August 12,
1998
99.2 Joint Proxy Statement/Prospectus dated January 22,
1998 filed in connection with WorldCom's Registration
Statement on Form S-4, Registration No. 333-36901,
and incorporated herein by reference.
</TABLE>
- ---------------------
* The registrant hereby undertakes to furnish supplementally a copy of
any omitted schedule to this Agreement to the Securities and Exchange
Commission upon request.
<PAGE> 1
Exhibit 99.1
BT AGREES TO PURCHASE MCI'S STAKE IN CONCERT FOR US$1 BILLION;
MCI RETAINS RIGHT TO DISTRIBUTE CONCERT SERVICES ON NON-EXCLUSIVE BASIS
WASHINGTON, Aug. 12, 1998 -- MCI today announced that it has reached
an Agreement to sell its 24.9 percent equity stake in Concert Communications
Services to British Telecommunications (BT) for US$1 billion. The sale will
occur immediately following the close of the MCI and WorldCom merger, expected
later this summer.
Under the agreement, MCI will continue providing Concert services in the
U.S. on a non-exclusive basis for up to five years after the close of the
merger. Contracts for Concert services which are signed with MCI prior to the
end of a two-year period, will continue to be supported by MCI and Concert for
three additional years. In addition, Concert will continue to honor, on an
interim basis, MCI's sub-distributor and supply agreements for Concert services
in the Americas, including its distribution agreement with Stentor
Communications of Canada. These sub-distributor agreements also will be on a
non-exclusive basis.
BT announced its intent to buy back MCI's stake in Concert following MCI
and WorldCom's 1997 merger agreement. The pre-existing joint venture agreement
between MCI and BT gave BT the right to exercise its purchase rights following a
change in ownership of the U.S. company. Today's agreement to buy MCI's stake
in Concert is contingent upon the resolution of certain operational matters,
which are expected to be finalized shortly.
MCI, headquartered in Washington, D.C., is a leading provider of
local-to-global communication services to business, government and residential
users. The company's fast-growing portfolio of advanced data and IT services
accounts for a quarter of MCI's approximately $20 billion in annual revenue. MCI
operates one of the world's largest and most advanced digital networks,
connecting local markets in the U.S. to hundreds of locations worldwide. MCI
has agreed to merge with WorldCom, one of the world's fastest-growing
communications companies. The merger, which is expected to be completed later
this summer, will create MCI WorldCom, a company uniquely positioned in the U.S.
local and long distance markets as well as the global data and Internet markets.
/CONTACT: For media, Jane Levene, 914-934-6480 or 800-644-NEWS; or for
investors, Mike Kraft, 202-887-2801, both of MCI.
