SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
WORLDCOM, INC. (formerly LDDS Communications, Inc.)
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
50182L 10 8
(CUSIP Number)
Francis X. Frantz
Senior Vice President-
External Affairs, General Counsel
and Secretary
ALLTEL Corporation
One Allied Drive
Little Rock, Arkansas 72202
(501) 661-8111
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
Not Applicable
(Date of Event which Required 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 schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ]
Check the following box if a fee is being paid with this statement [ ]
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.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act.
<PAGE>
CUSIP NO. 50182L 10 8
1) Name of Reporting Person ALLTEL Corporation
SS or IRS Identification No.
of Above Person
2) Check the Appropriate (a)
Box if a Member of a Group (b) x
3) SEC Use Only
4) Source of Funds Not Applicable
5) Check if Disclosure of Legal
Proceedings is Required Pursuant
to Items 2(d) and 2(e)
6) Citizenship or Place of
Organization Delaware
Number of Shares of Common Stock 7) Sole Voting Power - 26,685,212
Beneficially Owned by Each Reporting 8) Shared Voting Power - None
with: 9) Sole Dispositive Power -26,685,212
10) Shared Dispositive Power - None
11) Aggregate Amount Beneficially 26,685,212
Owned by Each Reporting Person
12) Check if the Aggregate Amount in
Row (11) Excludes Certain Shares
13) Percent of Class Represented by
Amount in Row (11) 6.74%
14) Type of Reporting Person CO
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<PAGE>
AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 to Schedule 13D supplements the Schedule 13D
dated September 22, 1993 filed by ALLTEL Corporation, a Delaware corporation
("ALLTEL"). This statement is not necessitated by any material changes in
beneficial ownership in the subject securities since the initial filing.
Rather, ALLTEL voluntarily submits this Amendment No. 1 for the purpose of
updating certain information contained in the initial Schedule 13D, as
follows:
Item 1. Security and Issuer.
Item 1 is amended and restated in its entirety as follows:
The class of securities to which this statement relates is the
Common Stock, .01 par value per share, of WorldCom, Inc. (the "WorldCom
Common Stock"), a corporation organized under the laws of the State of
Georgia ("WorldCom"). WorldCom is a successor corporation to LDDS
Communications, Inc., a Georgia corporation ("LDDS Georgia"). The address of
the principal executive office of WorldCom is 515 East Amite Street, Jackson,
Mississippi 39201.
Item 2. Identity and Background.
Item 2 is not amended herein. Reference is made to Item 2 of the
initial statement on Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended and restated in its entirety as follows:
ALLTEL is the beneficial owner of 26,685,212 shares of WorldCom
Common Stock, which were acquired as follows:
(i) Pursuant to the terms of an Agreement and Plan of Merger, dated as
of May 14, 1993, by and among Metromedia Communications Corporation,
Resurgens Communications Group, Inc., and LDDS Communications, Inc.,
a Tennessee corporation ("LDDS Tennessee"), as amended by Amendment
No. 1, dated as of August 4, 1993 (as amended, the "LDDS Merger
Agreement"), on September 15, 1993, the effective date of the merger
contemplated thereby (the "LDDS Merger"), ALLTEL's shares of common
stock of LDDS Tennessee ("LDDS Tennessee Common Stock") were
converted into 6,671,303 shares of common stock of LDDS Georgia
("LDDS Georgia Common Stock") in exchange for all of ALLTEL's LDDS
Tennessee Common Stock. Those shares of LDDS Georgia Common Stock
were subsequently converted into an equal number of shares of
WorldCom Common Stock. A copy of the LDDS Merger Agreement was
filed as an exhibit to the initial Schedule 13D.
(ii) ALLTEL acquired 6,671,303 shares of WorldCom Common Stock pursuant
to a two-for-one stock split effected in the form of an one hundred
percent stock dividend distributed on January 6, 1994 to
shareholders of record on December 7, 1993.
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<PAGE>
(iii) ALLTEL acquired 13,342,606 shares of WorldCom Common Stock pursuant
to a two-for-one stock split effected in the form of an one hundred
percent stock dividend distributed on July 3, 1996 to shareholders
of record on June 6, 1996.
Joe T. Ford, ALLTEL Chairman and Chief Executive Officer, is the
beneficial owner of 35,180 shares of WorldCom Common Stock. Mr. Ford
acquired 11,945 shares of LDDS Georgia Common Stock, which were subsequently
converted into an equal number of shares of WorldCom Common Stock, in
exchange for his shares of LDDS Tennessee Common Stock, in accordance with
the terms of the LDDS Merger Agreement. Mr. Ford acquired his remaining
shares of WorldCom Common Stock pursuant to the stock splits described above.
Max E. Bobbitt, former President and director of ALLTEL who held
shares of LDDS Georgia Common Stock on the date of ALLTEL's initial statement
on Schedule 13D, retired effective January 4, 1995 and, as of that date,
ceased to be an executive officer or director of ALLTEL.
Item 4. Purpose of the Transaction.
Item 4 is amended and restated in its entirety as follows:
The principal purpose of the exchange by ALLTEL of beneficial
ownership of LDDS Tennessee Common Stock for beneficial ownership of the LDDS
Georgia Common Stock reported in Item 3, was to convert, in accordance with
the terms of the LDDS Merger Agreement, its shares of LDDS Tennessee Common
Stock, which were held for investment, into shares of LDDS Georgia Common
Stock. Those shares of LDDS Georgia Common Stock were converted into an
equal number of shares of Worldcom Common Stock, which are held for
investment. ALLTEL currently has no other plans or proposals that would
relate to or would result in any occurrence listed in Item 4, subsections (a)
through (j), of Schedule 13D.
Prior to the LDDS Merger, Mr. Ford was a holder of LDDS Tennessee
Common Stock. The principal purpose for Mr. Ford's acquisition of the LDDS
Georgia Common Stock was to convert, in accordance with the terms of the LDDS
Merger Agreement, his shares of LDDS Tennessee Common Stock into shares of
LDDS Georgia Common Stock. Those shares of LDDS Georgia Common Stock were
converted into an equal number of shares of Worldcom Common Stock, which, to
the best knowledge of ALLTEL, are held for investment. To the best knowledge
of ALLTEL, Mr. Ford has no other plans or proposals that would relate to or
would result in any occurrence listed in Item 4, subsections (a) through (j),
of Schedule 13D.
Max E. Bobbitt, former President and director of ALLTEL who held
shares of LDDS Tennessee Common Stock prior to the LDDS Merger, retired
effective January 4, 1995 and, as of that date, ceased to be an executive
officer or director of ALLTEL.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended and restated in its entirety as follows:
ALLTEL is the beneficial owner of 26,685,212 shares of WorldCom
Common Stock, which presently comprise approximately 6.74% of the issued and
outstanding shares of WorldCom Common Stock. Based upon information publicly
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<PAGE>
released by WorldCom, ALLTEL understands that, on August 25, 1996, WorldCom
executed an Agreement and Plan of Merger (the "MFS Merger Agreement")
pursuant to which a wholly-owned subsidiary of WorldCom will be merged with
and into MFS Communications Company, Inc., a Delaware corporation, the effect
of which will be that ALLTEL will, upon consummation of that transaction, own
less than 5% of the issued and outstanding WorldCom Common Stock.
ALLTEL acquired beneficial ownership of 26,685,212 shares of
WorldCom Common Stock by virtue of the LDDS Merger Agreement and the WorldCom
Common Stock splits described in Item 3. Except in connection with such
stock splits, ALLTEL has not acquired or disposed of any WorldCom Common
Stock since ALLTEL's initial statement on Schedule 13D. ALLTEL possesses
sole voting power and sole dispositive power with respect to its WorldCom
Common Stock.
Joe T. Ford, ALLTEL Chairman and Chief Executive Officer, is the
beneficial owner of 35,180 shares of WorldCom Common Stock, which comprise
less than .1% of the issued and outstanding WorldCom Common Stock. Mr. Ford
acquired beneficial ownership of those shares of WorldCom Common Stock by
virtue of the LDDS Merger Agreement and the WorldCom Common Stock splits
described in Item 3. Except in connection with such stock splits, Mr. Ford
has not acquired or disposed of any WorldCom Common Stock since ALLTEL's
initial statement on Schedule 13D. To the best of ALLTEL's knowledge, Mr.
Ford possess sole voting power and sole dispositive power with respect to his
WorldCom Common Stock.
Max E. Bobbitt, former President and director of ALLTEL who held
shares of WorldCom Common Stock on the date of ALLTEL's initial statement on
Schedule 13D, retired effective January 4, 1995 and, as of that date, ceased
to be an executive officer or director of ALLTEL.
Neither ALLTEL nor, to the best knowledge of ALLTEL, any of its
executive officers or directors, has effected any transactions in WorldCom
Common Stock during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 is amended and restated in its entirety as follows:
Except for the LDDS Merger Agreement, there currently are no
contracts, arrangements, understandings or relationships (legal or otherwise)
between the persons named in Item 2 and any person with respect to any
securities of WorldCom, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, put or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
Exhibit 1 is amended and restated in its entirety as follows:
Exhibit 1. Information relating to executive officers and directors of
ALLTEL.
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete, and correct.
ALLTEL CORPORATION
Dated: September 6, 1996 By: /s/ Francis X. Frantz
Francis X. Frantz
Senior Vice President
External Affairs,
General Counsel and Secretary
EXHIBIT INDEX
Exhibit Description Page
1 Information Relating to Executive
Officers and Directors of ALLTEL
Corporation 7 - 8
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<PAGE>
EXHIBIT 1
INFORMATION RELATING TO EXECUTIVE OFFICERS
AND DIRECTORS OF ALLTEL CORPORATION
The names, business addresses, and principal occupations or employments
of the executive officers and directors of ALLTEL Corporation are set forth
below. All executive offcers and directors listed below are citizens of the
United States of America.
Directors
Joe T. Ford Ronald Townsend
Chairman and Chief Executive Officer WTLV, TV12
ALLTEL Corporation 1070 East Adams Street
One Allied Drive Jacksonville, Florida 32202
Little Rock, Arkansas 72202
Ben W. Agee Josie Natori
Consultant Chief Executive Officer
10407 Southeast Evergreen Highway The Natori Company
Vancouver, Washington 98664 40 East 34th Street
New York, New York 10016
John R. Belk John P. McConnell
Senior Vice President Vice Chairman and CEO
Belk Stores, Inc. Worthington Industries, Inc.
2801 West Tyvola 1205 Dearborn Drive
Charlotte, North Carolina 28217 Columbus, Ohio 43085
W. W. Johnson Michael D. Andreas
Chairman of the Executive Committee Executive Vice President
NationsBank Corporation, NCNB Tower Archer Daniels Midland Company
1301 Gervais Street, 19th Floor 4666 Faries Parkway
Columbia, South Carolina 29201 Decatur, Illinois 62526
Emon A. Mahony, Jr. Lawrence L. Gellerstedt, III
Retired Chairman and CEO
10701 Hunters Point Road Beers Construction Company
Fort Smith, Arkansas 72903 70 Ellis Street, NE
Atlanta, Georgia 30303
Scott T. Ford William H. Zimmer
Executive Vice President Retired
ALLTEL Corporation 5883 Country Hills Drive
One Allied Drive Cincinnati, Ohio 45233
Little Rock, Arkansas 72202
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<PAGE>
Executive Officers (who are not directors)
Francis X. Frantz John L. Comparin
Senior Vice President-External Affairs, Vice President-Human Resources
General Counsel and Secretary and Administration
ALLTEL Corporation ALLTEL Corporation
One Allied Drive One Allied Drive
Little Rock, Arkansas 72202 Little Rock, Arkansas 72202
Dennis J. Ferra Ronald D. Payne
Senior Vice President and Chief Financial Vice President-Strategic
Officer Planning and Business Development
ALLTEL Corporation ALLTEL Corporation
One Allied Drive One Allied Drive
Little Rock, Arkansas 72202 Little Rock, Arkansas 72202
Tom T. Orsini John M. Mueller
Executive Vice President Controller
One Allied Drive One Allied Drive
Little Rock, Arkansas 72202 Little Rock, Arkansas 72202
Jerry M. Green
Treasurer
ALLTEL Corporation
One Allied Drive
Little Rock, Arkansas 72202
8
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
LDDS Communications, Inc., a Georgia corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
50182L 10 8
(CUSIP Number)
Francis X. Frantz
Senior Vice President-
External Affairs, General Counsel
and Secretary
ALLTEL Corporation
One Allied Drive
Little Rock, Arkansas 72202
(501) 661-8111
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
September 15, 1993
(Date of Event which Required 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 schedule because of Rule 13d-1(b)(3) or (4), check the following
box
Check the following box if a fee is being paid with this statement
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.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act.
<PAGE>
CUSIP NO. 50182L 10
8
1) Name of Reporting Person ALLTEL Corporation
SS or IRS Identification No.
of Above Person
2) Check the Appropriate (a)
Box if a Member of a Group (b) x
3) SEC Use Only
4) Source of Funds OO
5) Check if Disclosure of Legal
Proceedings is Required Pursuant
to Items 2(d) and 2(e)
6) Citizenship or Place of
Organization Delaware
Number of Shares of Common Stock 7) Sole Voting Power - 6,671,304
Beneficially Owned by Each Reporting 8) Shared Voting Power - None
with: 9) Sole Dispositive Power - 6,671,304
10) Shared Dispositive Power - None
11) Aggregate Amount Beneficially 6,671,304
Owned by Each Reporting Person
12) Check if the Aggregate Amount in
Row (11) Excludes Certain Shares
13) Percent of Class Represented by
Amount in Row (11) 11.4%
14) Type of Reporting Person CO
2
<PAGE>
Item 1. Security and Issuer.
The class of securities to which this statement relates is the
Common Stock, .01 par value per share, of LDDS Communications, Inc. (the
"LDDS Georgia Common Stock"), a corporation organized under the laws of the
State of Georgia ("LDDS Georgia"). The address of the principal executive
office of LDDS Georgia is 515 East Amite Street, Jackson, Mississippi 39201.
Item 2. Identity and Background.
This statement is being filed on behalf of ALLTEL Corporation
("ALLTEL"), a corporation organized under the laws of the State of Delaware.
The address of ALLTEL's principal office and principal business is One Allied
Drive, Little Rock, Arkansas 72202. ALLTEL's principal businesses consist
of providing diversified telecommunications and information services.
During the last five years, ALLTEL has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
and has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in its being made
subject to a judgment, decree, or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
During the last five years, to the best knowledge of ALLTEL, none of
its directors or officers have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) nor have they been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in his being made subject to a judgment, decree, or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
The name, business address, present principal occupation or
employment, and citizenship of each executive officer and director of ALLTEL
are set forth in Exhibit 1 and are incorporated herein by reference.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to the terms of an Agreement and Plan of Merger, dated as
of May 14, 1993, by and among Metromedia Communications Corporation, Resurgens
Communications Group, Inc., and LDDS Communications, Inc., a Tennessee
corporation ("LDDS Tennessee"), as amended by Amendment No. 1, dated as of
August 4, 1993 (as amended, the "Merger Agreement"), on September 15, 1993,
the effective date of the merger contemplated thereby, ALLTEL's shares of
LDDS Tennessee were converted into 6,671,304 share of LDDS Georgia Common
Stock in exchange for all of its LDDS Tennessee common stock. A copy of the
Merger Agreement is attached hereto as Exhibit 2 and is incorporated herein
by reference.
Joe T. Ford, ALLTEL Chairman and Chief Executive Officer, and Max E.
Bobbitt, ALLTEL President, as separate holders of LDDS Tennessee common
stock, each received 11,945 shares of LDDS Georgia Common Stock in exchange
for their respective share of LDDS Tennessee common stock, in accordance with
the terms of the Merger Agreement.
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<PAGE>
Item 4. Purpose of the Transaction.
The principal purpose of the exchange by ALLTEL of beneficial
ownership of LDDS Tennessee common stock for beneficial ownership of the LDDS
Georgia Common Stock reported in Item 3, was to convert, in accordance with
the terms of the Merger Agreement, its shares of LDDS Tennessee common stock,
which were held for investment, into shares of LDDS Georgia Common Stock.
The LDDS Georgia Common Stock share are held for investment. ALLTEL may
acquire additional LDDS Georgia Common Stock for investment purposes form
time to time in negotiated transactions or on the open market. ALLTEL
currently has no other plans or proposals that would relate to or would
result in any occurrence listed in Item 4, subsections (a) through (j), of
Schedule 13D.
Similarly, Messrs. Ford and Bobbitt, prior to the Merger, were
holders of LDDS Tennessee common stock, which, to the best knowledge of
ALLTEL, were held by them for investment, and the principal purpose for their
acquisition of the LDDS Georgia Common Stock shares was to convert, in
accordance with the terms of the Merger Agreement, their shares of LDDS
Tennessee common stock in to share of LDDS Georgia Common Stock. To the best
knowledge of ALLTEL, neither Messrs. Ford or Bobbitt has any other plans or
proposals that would relate to or would result in any occurrence listed in
Item 4, subsections (a) through (j), of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
By virtue of the Merger described in Item 3, ALLTEL is the
beneficial owner of 6,671,304 shares of LDDS Georgia Common Stock, which
comprise approximately 11.4 percent of the issued and outstanding LDDS
Georgia Common Stock.
ALLTEL acquired beneficial ownership of the foregoing LDDS Georgia
Common Stock under the terms of the Merger Agreement, dated September 15,
1993. ALLTEL possesses sole voting power and sole dispositive power with
respect to its LDDS Georgia Common Stock.
By virtue of the Merger described in Item 3, Messrs. Ford and
Bobbitt each separately acquired beneficial ownership of 11, 945 shares of
LDDS Georgia Common Stock as explained in Item 3. Their individual
ownerships of 11,945 shares each comprise less than .1 percent of the issued
and outstanding LDDS Georgia Common Stock. To the best of ALLTEL's
knowledge, each of Messrs. Ford and Bobbitt possess sole voting power and
sole dispositive power with respect to his LDDS Georgia Common Stock shares.
Except for the transactions described in Item 3, neither ALLTEL nor,
to the best knowledge of ALLTEL, any of its executive officers or directors,
has effected any transaction in LDDS Georgia Common Stock during the past 60
days.
Item 6. Contracts, Arrangements, Understanding, or Relationships with
Respect to Securities of the Issuer.
Except for the Merger Agreement, pursuant to which ALLTEL, as a
holder of LDDS Tennessee common stock, received the LDDS Georgia Common
Stock, there currently are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the persons named in Item 2 and
any person with respect to any securities of LDDS Georgia, including but not
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limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, put or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
Exhibit 1. Information relating to executive officers and directors of
ALLTEL.
Exhibit 2. Agreement and Plan of Merger, dated as of May 14, 1993, by
and among Metromedia Communications Corporation, Resurgens
Communications Group, Inc. and LDDS Communications, Inc.,
as amended by Amendment No. 1, dated as of August 4, 1993.
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete, and correct.
ALLTEL CORPORATION
Dated: September 22, 1993 By: /s/ Francis X. Frantz
Francis X. Frantz
Senior Vice President
External Affairs, General
Counsel and Secretary
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EXHIBIT INDEX
Exhibit Description
1 Information Relating to Executive
Officers and Directors of ALLTEL
Corporation
2 Agreement and Plan Merger, dated
as of May 14, 1993, by and among
Metromedia Communications Corporation,
Resurgens Communications Group, Inc.
and LDDS Communications, Inc. as
amended by Amendment No. 1, dated as
of August 4, 1993.
6
