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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
Comdata Holdings Corporation
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(Name of Issuer)
Common Stock $.01 par value
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(Title of Class of Securities)
200321 20 6
-----------------------------------
(CUSIP Number)
Scott D. Sullivan, WorldCom, Inc.,
515 East Amite Street, Jackson, MS 39201-2702
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
-----------------------------------
(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
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 the statement /X/. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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 (however, see
the Notes).
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SCHEDULE 13D
CUSIP NO. 200321 20 6 PAGE 2 OF PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WorldCom, Inc./58-1521612
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
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7 SOLE VOTING POWER
NUMBER OF
1,292,640
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
1,292,640
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,292,640
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
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ITEM 1. SECURITY AND ISSUER.
Title and class of equity securities:
Common Stock, $.01 par value
Name and address of issuer of equity securities:
Comdata Holdings Corporation
5301 Maryland Way
Brentwood, Tennessee 37027
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name of Person Filing: WorldCom, Inc. (F/K/A LDDS
Communications, Inc.)
(b) Residence or business address:
515 East Amite Street
Jackson, Mississippi 39201-2702
(c) Principal business: Long distance telecommunications
(d) Criminal proceedings specified in Item 2(d) of
Schedule 13D during last five years: none
(e) Civil proceedings specified in Item 2(e) of Schedule 13D
during last five years: none
(f) Citizenship: a Georgia corporation
See Attachment A for certain information related to certain
executive officers and directors of the Company. To the best of
WorldCom, Inc.'s knowledge, the executive officers and directors of
WorldCom, Inc. do not beneficially own any shares of the Issuer's
Common Stock and have not been subject to any criminal or civil
proceedings specified in Item 2(d) or 2(e) of Schedule 13D. In the
event that WorldCom, Inc. becomes aware that any such individuals are
holders of the Issuer's Common Stock or have been subject to any such
proceedings, an amendment will be filed.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On September 6, 1991, Advanced Telecommunications Corporation
("ATC") paid $7.5 million for 280,000 shares of Series A Preferred
Stock of the Issuer. On October 2, 1991, ATC paid $7.5 million for an
additional 280,000 shares of Series A Preferred Stock. On December
29, 1992, ATC paid $750,000 for 7,500 shares of Series C Preferred
Stock. Funds used to purchase these shares were obtained from working
capital of ATC. In December 1992, a predecessor of WorldCom, Inc.
acquired ATC in a transaction accounted for as a pooling-of-interests
and subsequent to that date the legal existence of ATC was merged into
a predecessor of WorldCom, Inc.
Dividends on the Series A Preferred Stock accrued at the rate
of 8.5% of the outstanding liquidation value of such shares until a
recapitalization in December 1992, at which time the shares of Series
C Preferred Stock were acquired. Upon completion of such
recapitalization, dividends on the Series A shares accrued at a rate
of 12.5% of the outstanding liquidation value, and were payable in
cash or additional Series A shares. The Issuer paid such dividends in
additional Series A shares from December 1992 until June 1994. Prior
to December 1992, dividends on Series A shares were paid in common
stock of the Issuer. In September 1994, WorldCom, Inc. and the Issuer
agreed to eliminate future dividends on the Series A shares after June
15, 1994. The Series A shares were convertible into the Issuer's
common stock at a price of $10.74 per share, subject to adjustment.
In December 1994, WorldCom, Inc. elected to convert all of the Series
A shares, having a liquidation value of $17,173,000, into 1,601,918
shares of Common Stock.
Dividends on the Series C shares accrue at a rate of 12.25% of
the outstanding liquidation value, and are payable in cash as declared
by the Board of Directors. Dividends on the Series C shares not paid
in cash accumulate, and increase the liquidation value of the
outstanding shares upon which such dividends are calculated. As of
March 29, 1995, the liquidation value of the Series C shares held by
WorldCom, Inc. was $983,500. The Series C shares are convertible into
the Issuer's Common Stock at a price of $6.00 per share, subject to
adjustment
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if new common shares are issued at prices below either the existing
conversion price or the market price of the Common Stock, as defined.
The Issuer may elect to force conversion of such Series C shares at
the conversion rate if the Issuer's Common Stock reaches a
volume-weighted average trading price, as defined, greater than $19.50
per share, or the Issuer completes a placement of Common Stock that
meets certain requirements. There are no mandatory redemption
provisions.
The holders of Preferred Stock are entitled to vote together
with holders of Common Stock as a single class on issues presented to
a vote of the Issuer's stockholders on an as-if-converted basis.
ITEM 4. PURPOSE OF TRANSACTION.
WorldCom, Inc. is a major supplier of domestic and international long
distance telecommunications services to the Issuer. The acquisitions
of the Series A and Series C preferred shares were made for investment
purposes and not with a view to changing or influencing control of the
Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) 1,292,642 shares of Common Stock beneficially owned by
WorldCom, Inc. (including 163,910 shares issuable upon conversion of
Series C Preferred Stock) or 7.7% of that class, based on 16,649,167
shares of Common Stock reported by the Issuer as outstanding as of May
5, 1995.
(b) Number of shares as to which such person has:
(i) sole voting power: 1,292,640
(ii) shared voting power: -0-
(iii) sole dispositive power: 1,292,640
(iv) shared dispositive power: -0-
(c) Transactions in the class during past 60 days:
On June 21, 1995, WorldCom, Inc. sold 600,000 shares of Common
Stock at a price of $14.0625 per share in an open market transaction.
See Item 3 for a description of payment of stock dividends on
and subsequent conversion of the Series A Preferred Stock, and the
accumulation of dividends with respect to the Series C Preferred
Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
See Items 3, 4 and 5 above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Certificate of Designations, Preferences and Rights of
Series A Convertible Preferred Stock of the Issuer (incorporated by
reference to Exhibit 3.6 to the Issuer's Annual Report on Form 10-K
for fiscal year 1991 (SEC File No. 0-16151)).
2. Form of Amended and Restated Certificate of Designations,
Preferences and Rights of Series A, Series B and Series C Convertible
Preferred Stock of the Issuer (incorporated by reference to Exhibit
3.10 to the Issuer's Registration Statement No. 33-52018).
3. Certificate of Amendment to Certificate of Designations,
Preferences and Rights of Preferred Stock of the Issuer filed with the
Secretary of State of Delaware on December 29, 1994 (incorporated by
reference to
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the Issuer's Annual Report on Form 10-K for fiscal year 1994 (SEC File
No. 0-16151)).
4. Preferred Stock Purchase Agreement, dated as of September
6, 1991 between the Issuer and ATC (incorporated by reference to
Exhibit 1 to the Issuer's Current Report on Form 8-K filed November 1,
1991 (SEC File No. 0-16151)).
5. Registration Rights Agreement, dated as of September 6,
1991, between the Issuer and ATC (incorporated by reference to Exhibit
2 to the Issuer's Current Report on Form 8-K filed November 1, 1991
(SEC File No. 0-16151)).
6. Preferred Stock Purchase Agreement, dated as of December
29, 1992, among the Issuer and the Purchasers listed on Schedule I
thereto (incorporated by reference to Exhibit 2 to the Issuer's
Current Report on Form 8-K filed January 13, 1993 (SEC File No.
0-16151)).
7. Registration Rights Agreement, dated as of December 29,
1992, among the Issuer and each of the persons named on Annex A
thereto (incorporated by reference to Exhibit 4 to the Issuer's
Current Report on Form 8-K filed January 13, 1993 (SEC File No.
0-16151)).
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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.
June 26, 1995
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(Date)
/s/ Scott D. Sullivan
-------------------------------------
(Signature)
Scott D. Sullivan
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Treasurer and Chief Financial Officer
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ATTACHMENT A
Set forth below is the name, position with WorldCom, Inc., business address and
principal business of the executive officers and directors of WorldCom, Inc.
All such persons are United States citizens.:
<TABLE>
<CAPTION>
NAME AND POSITION BUSINESS ADDRESS PRINCIPAL BUSINESS
<S> <C> <C>
Carl J. Aycock, 123 S. Railroad Avenue Manager of private portfolio
Director Brookhaven, Mississippi 39601
Max E. Bobbitt, 650 S. Shackleford, Suite 125 Consultant
Director Little Rock, Arkansas 72211
Charles T. Cannada, 515 East Amite Street Senior Vice President -
Executive Officer Jackson, Mississippi 39201 WorldCom, Inc.
Bernard J. Ebbers, 515 East Amite Street President and Chief Executive Officer -
Executive Officer Jackson, Mississippi 39201 WorldCom, Inc.
and Director
Francesco Galesi, 435 East 52nd Street Chairman and Chief Executive Officer of The Galesi
Director New York, New York 10022 Group, which includes companies engaged in
distribution, manufacturing, real estate and
telecommunications
Stiles A. Kellett, Jr., 200 Galleria Parkway, Chairman of Convalescent Services, Inc., a long-term
Director Suite 1800 health company
Atlanta, Georgia 30339
Silvia Kessel, 215 East 67th Street President of Kluge & Company, a division of
Director New York, New York 10021 Metromedia Company, which is a diversified, privately
held investment partnership and management company
engaged in a variety of businesses in the high
technology, telecommunications, computerized
painting, automotive parts and the food services and
hospitality industries
John W. Kluge 215 East 67th Street Chairman of the Board of WorldCom, Inc.;
Director New York, New York 10021 Chairman and President of Metromedia Company
Gregory A. LeVert, 515 East Amite Street President, Communication Services - WorldCom, Inc.
Executive Officer Jackson, Mississippi 39201
and Director
John A. Porter, One Sarasota Tower, Suite 1200 Vice Chairman of the Board of WorldCom, Inc.;
Director 2 N. Tamiami Trail Chairman of the Board of Phillips & Brooks/Gladwin,
Sarasota, Florida 34236 Inc., a manufacturer of pay telephone enclosures and
equipment
Stuart Subotnick, 215 East 67th Street Executive Vice President of Metromedia Company
Director New York, New York 10021
Scott D. Sullivan, 515 East Amite Street Chief Financial Officer and Treasurer - WorldCom,
Executive Officer Jackson, Mississippi 39201 Inc.
Lawrence C. Tucker, 59 Wall Street General Partner of Brown Brothers Harriman & Co., a
Director New York, New York 10005 private banking firm
Roy A. Wilkens, One Williams Center President and Chief Executive Officer WilTel, a
Executive Officer Tulsa, Oklahoma 74172 division of WorldCom, Inc.
and Director
</TABLE>
