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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 18, 1995
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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WORLDCOM, INC.
(formerly LDDS Communications, Inc.)
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
GEORGIA 58-1521612
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
</TABLE>
515 EAST AMITE STREET
JACKSON, MISSISSIPPI 39201-2702
(601) 360-8600
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
P. BRUCE BORGHARDT, ESQ.
WORLDCOM, INC.
10777 SUNSET OFFICE DRIVE
SUITE 330
ST. LOUIS, MISSOURI 63127
(314) 984-0702
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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<TABLE>
Copies of all correspondence to:
<S> <C> <C>
NICHOLAS P. SAGGESE, ESQ.
R. RANDALL WANG, ESQ. JAMES M. DUBIN, ESQ. SKADDEN, ARPS, SLATE,
BRYAN CAVE LLP PAUL, WEISS, RIFKIND, MEAGHER & FLOM
ONE METROPOLITAN SQUARE WHARTON & GARRISON 300 SOUTH GRAND AVENUE,
211 NORTH BROADWAY, SUITE 3600 1285 AVENUE OF THE AMERICAS SUITE 3400
ST. LOUIS, MISSOURI 63102 NEW YORK, NEW YORK 10019 LOS ANGELES, CA 90071
(314) 259-2000 (212) 373-3026 (213) 687-5000
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] File No. 33-67340
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT AGGREGATE AGGREGATE AMOUNT OF
TO BE PRICE PER OFFERING REGISTRATION
TITLE OF SHARES TO BE REGISTERED REGISTERED UNIT PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value per
share 1,213,552 shares $30.25 $36,709,948 $12,660
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<PAGE> 3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The contents of Amendment No. 1 to the Registration Statement on Form S-3
dated September 15, 1993, File Number 33-67340, are incorporated herein by
reference.
1
<PAGE> 4
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
See Exhibit Index.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent
post-effective amendment hereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration statement
or any material change to such information in this registration
statement;
provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
II-1
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(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Jackson, State of Mississippi, on August 17, 1995.
WORLDCOM, INC.
By: /s/ Scott D. Sullivan
Scott D. Sullivan, Treasurer and Chief
Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Bernard J. Ebbers, Scott D. Sullivan and P. Bruce Borghardt, and each of them
(with full power to each of them to act alone), his or her true and lawful
attorneys in fact and agents for him or her and on his or her behalf and in his
or her name, place and stead, in any and all capacities to sign any and all
Post-Effective Amendments to this Registration Statement, and to file the same,
with exhibits and any and all other documents filed with respect thereto, with
the Securities and Exchange Commission (or any other governmental or regulatory
authority), granting unto said attorneys, and each of them, full power and
authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same
as fully to all intents and purposes as he or she might or could do if
personally present, hereby ratifying and confirming all that said attorneys in
fact and agents, or any of them, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ Carl J. Aycock Director August 17, 1995
Carl J. Aycock
/s/ Max E. Bobbitt Director August 17, 1995
Max E. Bobbitt
<PAGE> 7
/s/ Bernard J. Ebbers Director, President and August 17, 1995
Bernard J. Ebbers Chief Executive Officer
(Principal Executive
Officer)
/s/ Francesco Galesi Director August 17, 1995
Francesco Galesi
/s/ Stiles A. Kellett, Jr. Director August 17, 1995
Stiles A. Kellett, Jr.
/s/ Silvia Kessel Director August 17, 1995
Silvia Kessel
/s/ John W. Kluge Director August 17, 1995
John W. Kluge
/s/ Gregory A. LeVert Director August 17, 1995
Gregory A. LeVert
/s/ John A. Porter Director August 17, 1995
John A. Porter
/s/ Stuart Subotnick Director August 17, 1995
Stuart Subotnick
/s/ Scott D. Sullivan Treasurer and Chief August 17, 1995
Scott D. Sullivan Financial Officer (Principal
Financial Officer and
Principal Accounting
Officer)
/s/ Lawrence C. Tucker Director August 17, 1995
Lawrence C. Tucker
/s/ Roy A. Wilkens Director August 17, 1995
Roy A. Wilkens
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WORLDCOM, INC.
EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER
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<C> <S>
5.1 Opinion of Cashin, Morton & Mullins
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Ernst & Young LLP
23.4 Consent of Cashin, Morton & Mullins (included in Exhibit 5.1)
24.1 Power of Attorney (included in Signature Page)
</TABLE>
<PAGE> 1
EXHIBIT 5.1
CASHIN, MORTON & MULLINS
ATTORNEYS AT LAW
TWO MIDTOWN PLAZA -- SUITE 1900
1300 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30309-3214
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(404) 870-1500
TELECOPIER (404) 870-1529
August 17, 1995
The Board of Directors of Worldcom, Inc.
515 East Amite Street
Jackson, Mississippi 39201-2702
Ladies and Gentlemen:
We have acted as special Georgia counsel to Worldcom, Inc. (f/k/a LDDS
Communications, Inc.), a Georgia corporation (the "Company") in connection with
the filing of a Registration Statement on Form S-3 (the "Registration
Statement"). Pursuant to the Registration Statement, the Company intends to
register under the Securities Act of 1933, as amended, 1,213,552 shares of the
Company's Common Stock, $.01 par value per share (the "Common Stock"), which
shares are issuable upon the exercise of certain warrants to purchase Common
Stock. Capitalized terms not otherwise defined herein are used herein as defined
in the Registration Statement.
In rendering the opinions set forth herein, we have examined such
agreements, documents, instruments and records as we deemed necessary or
appropriate under the circumstances, including without limitation: (a) the
Registration Statement; (b) the Amended and Restated Articles of Incorporation
of the Company, as amended; (c) Purchase Warrant No. 1 dated September 15, 1993,
issued to Metromedia Company, a Delaware general partnership ("Metromedia") for
1,250,100 shares of Common Stock ("Purchase Warrant No. 1"); (d) Purchase
Warrant No. 2 dated September 15, 1993 issued to Metromedia for 1,250,100 shares
of Common Stock ("Purchase Warrant No. 2"); and (e) the form of Purchase Warrant
No. 4 dated August 14, 1995, issued to Metromedia for 606,776 shares of Common
Stock (the "Purchase Warrant No. 4"). We have assumed, for purposes of rendering
this opinion, that the form of Purchase Warrant No. 3 dated May 8, 1995 issued
to Metromedia for 606,776 shares of Common Stock (the "Purchase Warrant No. 3")
is identical in all respects to Purchase Warrant No. 4.
We have also examined and relied upon, as to matters of fact material to
our opinions, originals or copies, certified or otherwise, of such certificates
of public officials, certificates and statements of officers of the Company and
such other documents, corporate records and instruments and matters of law as we
have deemed necessary or appropriate to enable us to render the opinions
expressed below. In our examination of the foregoing, we have assumed the
genuineness of all signatures on all documents examined by us, the authenticity
of all documents submitted to us as originals, and the conformity to authentic
originals of all documents submitted to us as certified copies or photocopies.
We have not independently verified or investigated, nor do we assume any
responsibility for, the factual accuracy or completeness of any factual
statements contained in any of the foregoing.
Based upon the foregoing and in reliance thereon, and subject to the
qualifications, assumptions and limitations stated herein, we are of the opinion
that:
1. The 606,776 shares of Common Stock issued upon the exercise of
Purchase Warrant No. 3 (the "Warrant No. 3 Shares") were duly authorized
for issuance by all necessary corporate action on the part of the Company,
and assuming that the Warrant No. 3 Shares were (a) issued upon the
exercise of the
<PAGE> 2
CASHIN, MORTON & MULLINS
The Board of Directors of Worldcom, Inc.
August 17, 1995
Page 2
rights granted in Purchase Warrant No. 3 against payment in full for such
Warrant No. 3 Shares, in accordance with the terms and conditions as set
forth in Purchase Warrant No. 3 and in accordance with such authorizations,
and (b) evidenced by certificates duly executed and delivered, then the
Warrant No. 3 Shares were validly issued and are fully paid and
nonassessable.
2. The 606,776 shares of Common Stock issuable upon the exercise of
Purchase Warrant No. 4 (the "Warrant No. 4 Shares") have been duly
authorized for issuance by all necessary corporate action on the part of
the Company, and if and when the Warrant No. 4 shares are (a) issued upon
the exercise of the rights granted in Purchase Warrant No. 4 against
payment in full for such Warrant No. 4 Shares, in accordance with the terms
and conditions as set forth in Purchase Warrant No. 4 and in accordance
with such authorizations, and (b) evidenced by certificates duly executed
and delivered, then the Warrant No. 4 Shares will be validly issued, fully
paid and nonassessable.
Our opinions are also subject to the following exceptions and
qualifications:
(a) the members of this firm are admitted to the Bar of the State of
Georgia and are duly qualified to practice law in that state. This opinion
is limited in all respects to, and not rendered with respect to any laws
other than, the laws of the State of Georgia;
(b) our opinions are based upon pertinent laws and facts in existence
as of the date hereof, and we expressly disclaim any obligation to advise
you of changes to such pertinent laws or facts that hereafter may come to
our attention;
(c) we have rendered our opinion without any review of the plans,
agreements or other documents underlying Purchase Warrant No. 1 or Purchase
Warrant No. 2, based upon the opinion of the law firm of Long Aldridge &
Norman dated September 15, 1993 addressed to the Securities and Exchange
Commission, to the effect that the shares of Common Stock issuable pursuant
to Purchase Warrant No. 1 and/or Purchase Warrant No. 2, if and when issued
upon the exercise of such warrants against payment in full for such warrant
shares in accordance with the terms of such warrant agreements, will be
validly issued, fully paid and nonassessable;
(d) no opinion is expressed as to matters subject to the jurisdiction
of the Federal Communications Commission, state public utility commissions
(including the Public Service Commission of the State of Georgia), or any
other communications or similar regulatory authorities; and
(e) no opinion is expressed as to matters subject to any federal
securities laws or regulations, any state securities or blue sky laws or
regulations (including without limitation the Georgia Securities Act of
1973, as amended and the rules and regulations promulgated thereunder), or
any rules or regulations of any exchange or national market quotation
system on which the Company Stock may be traded or listed.
This letter is furnished to you by us as special Georgia counsel for the
Company. We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to reference to this firm in the Exhibit Index in the
Registration Statement. The opinions contained herein may not be relied upon for
any other purpose or by any other persons or entities.
Very truly yours,
/s/ CASHIN, MORTON & MULLINS
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement on Form S-3 of our report dated
March 8, 1995 included in WorldCom, Inc.'s (formerly known as LDDS
Communication, Inc.) Form 10-K for the year ended December 31, 1994 and to all
references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Jackson, Mississippi
August 17, 1995
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
WorldCom, Inc. on Form S-3 of our report dated March 7, 1994 on the consolidated
financial statements and financial statement schedule of IDB Communications
Group, Inc. (such financial statements and the related financial statement
schedule have not been separately included herein or incorporated by reference
in this Registration Statement) appearing in the Annual Report on Form 10-K of
LDDS Communications, Inc. (on May 25, 1995 LDDS Communications, Inc. changed its
name to WorldCom, Inc.) for the year ended December 31, 1994.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Los Angeles, California
August 17, 1995
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-3) of WORLDCOM, Inc. (formerly LDDS Communications, Inc.) for the
registration of 1,213,552 shares of its common stock of our reports dated July
29, 1994 and February 2, 1995, with respect to the combined financial statements
of WilTel Network Services included in the Current Report on Form 8-K dated
August 22, 1994 and Current Report on Form 8-K/A dated August 22, 1994 of LDDS
Communications, Inc., filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Tulsa, Oklahoma
August 17, 1995
