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OMB APPROVAL
U.S. SECURITIES AND EXCHANGE COMMISSION -----------------------------
Washington, D.C. 20549 OMB Number:
Expires:
Estimated average burden
FORM 12b-25 hours per response ..... 2.50
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NOTIFICATION OF LATE FILING COMMISSION FILE NUMBER
0-6457
(Check One): |X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q |_| Form N-SAR -----------------------------
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CUSIP NUMBER
For Period Ended: December 31, 1997 -----------------------------
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ]
Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ]
Transition Report on Form N-SAR
For the Transition Period Ended: ___________________________________________________________________________________________
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
MCI COMMUNICATIONS CORPORATION
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Full Name of Registrant
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Former Name if Applicable
1801 PENNSYLVANIA AVENUE, NW
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Address of Principal Executive Office (Street and Number)
WASHINGTON, DC 20006
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City, State and Zip Code
PART II -- RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check appropriate box.)
|X| | (a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable
| effort or expense;
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|X| | (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q, or portion thereof will be
filed on or before the fifth calendar day following the prescribed
due date; and
|X| | (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail why the Form 10-K, 11-K, 20-F 10-Q, N-SAR, or
the transition report or portion thereof, could not be filed within the
prescribed time period. (Attach Extra Sheets if Needed.)
The Annual Report on Form 10-K for the fiscal year ended December 31, 1997
cannot be filed within the prescribed time period due to the reasons set forth
below. MCI Communications Corporation ("MCI") is currently in discussions with
the staff of the Securities and Exchange Commission ("SEC") concerning the
accounting treatment for the timing of certain charges taken by MCI in the
fourth quarter 1997. Due to these ongoing discussions with the SEC, MCI cannot
complete its December 31, 1997 financial statements by the filing date, nor can
its independent accountants, Price Waterhouse LLP, issue its opinion on such
financial statements (see Price Waterhouse LLP statement attached as Appendix A
to this form).
SEC 1344 (6/94)
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PART IV--OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this notification
David M. Case 703 414-9090
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is
no, identify report(s). |X| Yes |_| No
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(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|X| Yes |_| No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
MCI reported net income of $1,202 million or $1.73 per share for the year ended
December 31, 1996. As reported under Item 5 to its Current Report on Form 8-K
dated February 2, 1998, in a press release dated January 29, 1998, the company
reported unaudited net income of $2 million or $0.00 per share for the year
ended December 31, 1997.
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MCI COMMUNICATIONS CORPORATION
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 1, 1998 By: /s/ David M. Case
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David M. Case
Vice President and Controller
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
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Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and Regulations
under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in or
filed with the form will be made a matter of public record in the Commission
files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall be
clearly identified as an amended notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers unable
to submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T or apply for an adjustment in filing date pursuant to Rule
13(b) of Regulation S-T.
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APPENDIX A
April 1, 1998
Mr. David M. Case
Vice President and Controller
MCI Communications Corporation
601 South 12th Street
Arlington, Virginia 22202
Dear Dave:
You have furnished us with a copy of your "Notification of Late Filing" on Form
12b-25 dated April 1, 1998.
We are in agreement with the comments under Part III of the Form with respect to
the reasons why we are unable to furnish our report on the consolidated
financial statements of MCI Communications Corporation ("MCI") on or before the
date the Form 10-K of MCI for the year ended December 31, 1997 is required to be
filed.
Yours very truly,
/s/ PRICE WATERHOUSE LLP
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PRICE WATERHOUSE LLP