<PAGE> 1
As filed with the Securities and Exchange Commission on December 31, 1996
Registration No. 333-16531
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
--------------------------
POST EFFECTIVE AMENDMENT NO. 1
ON FORM S-8
TO REGISTRATION STATEMENT
ON FORM S-4
UNDER
THE SECURITIES ACT OF 1933
--------------------------
WORLDCOM, INC.
(Exact name of registrant as specified in its charter)
GEORGIA 58-1521612
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
515 EAST AMITE STREET
JACKSON, MISSISSIPPI 39201-2702
(Address, including zip code,
of registrant's principal executive offices)
WORLDCOM/BLT 1994 STOCK OPTION PLAN
- - --------------------------------------------------------------------------------
(Full title of the plan(s))
P. BRUCE BORGHARDT, ESQ.
WORLDCOM, INC.
10777 SUNSET OFFICE DRIVE, SUITE 330
ST. LOUIS, MISSOURI 63127
(314) 909-4100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------
This Post-Effective Amendment on Form S-8 to Registration Statement on
S-4 (this "Registration Statement") covers shares of Common Stock, par value
$.01, and associated preferred stock purchase rights, of the Registrant
originally registered on the Registration Statement on Form S-4 (the "S-4
Registration Statement") to which this is an amendment. The registration fee
in respect to the securities registered hereby was paid at the time of the
original filing of the S-4 Registration Statement.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by WorldCom, Inc.
("WorldCom" or the "Company") (formerly LDDS Communications, Inc. ("LDDS") and
Resurgens Communications Group, Inc. ("Resurgens")) under File No. 0-11258
(formerly File No. 1-10415) are incorporated herein by reference: (1)
WorldCom's Annual Report on Form 10-K for the fiscal year ended December 31,
1995 (the "WorldCom 1995 Form 10-K"); (2) WorldCom's Report by Issuer of
Securities Quoted on NASDAQ on Form 10-C dated July 12, 1996; (3) WorldCom's
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30,
1996 and September 30, 1996; (4) WorldCom's Current Reports on Form 8-K dated
August 25, 1996 (filed August 26, 1996) (as amended on Forms 8-K/A filed August
30, 1996, November 4, 1996 and November 20, 1996); (5) audited financial
statements as of December 31, 1994 and 1993 and for the years then ended of the
network services operations of Williams Telecommunications Group, Inc.
("WilTel"), including WilTel, Inc., WilTel Undersea Cable, Inc. and WilTel
International Inc., which were wholly owned subsidiaries of WilTel, included in
WorldCom's Current Report on Form 8-K/A dated August 22, 1994 (filed April 19,
1995); (6) audited financial statements as of December 31, 1995 and 1994 and
for each of the three years in the period ended December 31, 1995 of MFS
Communications Company, Inc. ("MFS") included in WorldCom's Current Report on
Form 8-K/A dated August 25, 1996 (filed November 4, 1996); (7) audited
financial statements as of December 31, 1995 and 1994 and for each of the three
years in the period ended December 31, 1995 of UUNET Technologies, Inc., a
wholly owned subsidiary of MFS ("UUNET"), included in WorldCom's Current Report
on Form 8-K/A dated August 25, 1996 (filed November 4, 1996); (8) the
description of WorldCom's (formerly LDDS' and Resurgens') Common Stock as
contain in Item 1 of Resurgens' Registration Statement on Form 8-A dated
December 12, 1989, as updated by the descriptions contained in Amendment No. 2
of Resurgens' Registration Statement on Form S-4 (File No. 33-62746), as
declared effective by the Securities and Exchange Commission on August 11,
1993, which includes the Joint Proxy Statement/Prospectus with respect to
Resurgen's Annual Meeting of Shareholders held on September 14, 1993, under the
following captions: "Proposals No. 1 and 2 - The Proposed Mergers - Special
Redemption Provisions," "Information Regarding Resurgens - Description of
Resurgens Capital Stock" and "--Amendments to Resurgens' Restated Articles of
Incorporation -- LDDS Merger Agreement," and as further updated by WorldCom's
Current Report on Form 8-K dated and filed August 14, 1995; (9) the description
of WorldCom's Preferred Stock Purchase Rights contained in WorldCom's
Registration Statement on Form 8-A dated August 26, 1996; and (10) the
descriptions of the WorldCom Series A Preferred Stock, the WorldCom Series B
Preferred Stock and the WorldCom Depositary Shares contained in WorldCom's
Registration Statements on Form 8-A dated November 13, 1996.
All documents subsequently filed by WorldCom pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "1934 Act"),
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 14-2-202(b)(4) of the Georgia Business Corporation Code (the
"Georgia Code") provides that a corporation's articles of incorporation may
include a provision that eliminates or limits the personal liability of
directors for monetary damages to the corporation or its shareholders for
breach of their duty of care and other duties as directors; provided, however,
that the Section does not permit a corporation to eliminate or limit the
liability of a director for appropriating, in violation of his duties, any
business opportunity of the corporation, engaging in intentional misconduct or
a knowing violation of law, obtaining an improper personal benefit, or voting
for or assenting to an unlawful distribution (whether as a dividend, stock
repurchase or redemption, or otherwise) as provided in Section 14-2-832 of the
Georgia Code. Section 14-2-202(b)(4) also does not eliminate or limit the
rights of the Company or any shareholder to seek an injunction or other
nonmonetary relief in the event of a breach of a director's duty to the
corporation and its shareholders. Additionally, Section 14-2-202(b)(4) applies
only to claims against a director arising out of his roles as a director, and
does not relieve a director from liability arising from his role as an officer
or in any other capacity.
The provisions of Article Nine of the Company's Amended and Restated
Articles of Incorporation are similar in all substantive respects to those
contained in Section 14-2-202(b)(4) of the Georgia Code as outlined above.
Article Nine further provides that the liability of directors of the Company
shall be limited to the fullest extent permitted by amendments to Georgia law.
Sections 14-2-850 to 14-2-859, inclusive, of the Georgia Code govern the
indemnification of directors, officers, employees and agents. Section 14-2-851
of the Georgia Code permits indemnification of a director of the Company for
liability incurred by him in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (including, subject to certain limitations, civil actions
brought as derivative actions by or in the right of the Company) in which he is
made a party by reason of being a director of the Company and for directors
who, at the request of the Company, serve as directors, officers, partners,
trustees, employees or agents of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise.
The Section permits indemnification if the director acted in a manner he
believed in good faith to be in or not opposed to the best interest of the
Company and, in addition, in criminal proceedings, if he had no reasonable
cause to believe his conduct was unlawful. If the required standard of conduct
is met, indemnification may include judgements, settlements, penalties, fines
or reasonable expenses (including attorneys' fees) incurred with respect to a
proceeding. However, if the director is adjudged liable to the Company in a
derivative action or on the basis that personal benefit was improperly received
by him, the director is not entitled to indemnification by the corporation;
provided that the director may be entitled to indemnification for reasonable
expenses as determined by a court in accordance with the provisions of Section
14-2-854, or unless the Company's Amended and Restated Articles of
Incorporation or Bylaws, or a contract or resolutions approved by the Company's
shareholders pursuant to Section 14-2- 856, authorizes indemnification.
Section 14-2-852 of the Georgia Code provides that unless limited by the
articles of incorporation, directors who are successful with respect to any
claim brought against them, which claim is brought because they are or were
directors of the Company, are entitled to mandatory indemnification against
reasonable expenses incurred in connection therewith. Conversely, if the
charges made in any action are sustained, the determination of whether the
required standard of conduct has been met will be made, in accordance with the
provisions of Section 14-2-855 of the Georgia Code, as follows: (i) by the
majority vote of a quorum of the members of the board of directors not a party
to such action at that time, (ii) if a quorum cannot be obtained, by a
committee thereof duly designated by the board of directors, consisting of two
or more directors not a party to such action at that time, (iii) by duly
selected special legal counsel, or (iv) by the shareholders, but, in such
event, the shares owned by or voted under the control of directors who are at
the time parties to the proceeding may not be voted.
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<PAGE> 4
Section 14-2-857 of the Georgia Code provides that an officer of the
Company (but not an employee or agent generally) who is not a director has the
mandatory right of indemnification granted to directors under Section 14-2-852,
as described above. In addition, the Company may, as provided by the Company's
Amended and Restated Articles of Incorporation, Bylaws, general or specific
actions by its board of directors, or by contract, indemnify and advance
expenses to an officer, employee or agent who is not a director to the extent
that such indemnification is consistent with public policy.
The indemnification provisions of Article X of the Company's Bylaws and
Article Eleven of the Company's Amended and Restated Articles of Incorporation
are consistent with the foregoing provisions of the Georgia Code. However, the
Company's Amended and Restated Articles of Incorporation prohibit
indemnification of a director who did not believe in good faith that his
actions were in, or not contrary to, the Company's best interests. The
Company's Bylaws extend the indemnification available to officers under the
Georgia Code to employees and agents.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to such provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in such Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Reference is made to the Exhibit Index.
ITEM 9. 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 the
registration statement ( or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth in
the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed
in the registration statement or any material
change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration
statement is on Form S-3 or Form S-8, and 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.
II-3
<PAGE> 5
(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.
(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 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 the 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 payment by the registrant
or 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.
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<PAGE> 6
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it is has reasonable
grounds to believe that it meets all the requirements for filing on Form S-8
and has duly caused this Post-Effective Amendment No. 1 on Form S-8 to
Registration Statement No. 333-16531 on Form S-4 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Jackson, State of
Mississippi on December 31, 1996.
WORLDCOM, INC.
By: /s/ Scott D. Sullivan
-----------------------------------
Scott D. Sullivan
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 1 on Form S-8 to Registration
Statement No. 333-16531 on Form S-4 has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
*/s/ Carl J. Aycock Director December 31, 1996
- - ------------------------------
Carl J. Aycock
*/s/ Max E. Bobbitt Director December 31, 1996
- - ------------------------------
Max E. Bobbitt
Director,
*/s/ Bernard J. Ebbers President and December 31, 1996
- - ------------------------------ Chief Executive
Bernard J. Ebbers Officer
*/s/ Francesco Galesi Director December 31, 1996
- - ------------------------------
Francesco Galesi
*/s/ Stiles A. Kellett, Jr. Director December 31, 1996
- - ------------------------------
Stiles A. Kellett, Jr.
*/s/ Silvia Kessel Director December 31, 1996
- - ------------------------------
Silvia Kessel
</TABLE>
II-5
<PAGE> 7
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
*/s/ John W. Kluge Director December 31, 1996
- - ------------------------------
John W. Kluge
*/s/ John A. Porter Director December 31, 1996
- - ------------------------------
John A. Porter
*/s/ Stuart Subotnick Director December 31, 1996
- - ------------------------------
Stuart Subotnick
Director,
Principal
*/s/ Scott D. Sullivan Financial Officer and December 31, 1996
- - ------------------------------ Principal Accounting
Scott D. Sullivan Officer
*/s/ Lawrence C. Tucker Director December 31, 1996
- - ------------------------------
Lawrence C. Tucker
*/s/ Roy A. Wilkens Director, Chief December 31, 1996
- - ------------------------------ Executive Officer,
Roy A. Wilkens WilTel
*By: /s/ Scott D. Sullivan
------------------------
Scott D. Sullivan
Attorney-in-Fact
</TABLE>
II-6
<PAGE> 8
WORLDCOM, INC.
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
4.1 Amended and Restated Articles of Incorporation of the Company (including preferred
stock designations) as of September 15, 1993, as amended, by Articles of Amendment
dated May 26, 1994, and as amended by Articles of Amendment dated May 25, 1995
(incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-K filed
by the Company for the year ended December 31, 1995 (File No. 0-11258))
4.2 Articles of Amendment to Amended and Restated Articles of Incorporation dated May
23, 1996 (incorporated by reference to Exhibit 3(ii) to the Quarterly Report on
Form 10-Q filed by the Company for the quarter ended June 30, 1996 (File No. 0-
11258))
4.3 Terms of Series A 8% Cumulative Convertible Preferred Stock, par value $.01 per
share (the "WorldCom Series A Preferred Stock") (incorporated by reference to
Exhibit 4.3 to Registration Statement of Form S-4 filed by WorldCom (Registration
No. 333-16015))
4.4 Terms of Series B Convertible Preferred Stock, par value $.01 per share
(incorporated by reference to Exhibit 4.4 to Registration Statement on Form S-4
filed by WorldCom (Registration No. 333-16015))
4.5 Form of Deposit Agreement between WorldCom, The Bank of New York and the holders
from time to time of the Depositary Shares representing 1/100 of a share of
WorldCom Series A Preferred Stock (the "WorldCom Depositary Shares") (incorporated
herein by reference to Exhibit 4.5 to Registrant Statement on Form S-4 filed by
WorldCom (Registration No. 333-16015))
4.6 Form of certificate representing WorldCom Depositary Shares (incorporated herein
by reference to Exhibit A to the Deposit Agreement filed as Exhibit 4.5 to
Registration Statement on Form S-4 filed by WorldCom (Registration No. 333-16015))
4.7 Bylaws of the Company (incorporated herein by reference to Exhibit 3(iii) to the
Quarterly Report on Form 10-Q filed by the Company for the quarter ended June 30,
1996 (File No. 0-11258))
4.8 Rights Agreement dated as of August 25, 1996 between the Company and The Bank of
New York, which includes the form of Certificate of Designations, setting forth
the terms of the Series 3 Junior Participating Preferred Stock, par value $.01 per
share, as Exhibit A, the form of Rights Certificate as Exhibit B and the Summary
of Preferred Stock Purchase Rights as Exhibit C (incorporated herein by reference
to Exhibit 4 to the Current Report on Form 8-K dated August 26, 1996 (as amended
on Form 8 K/A filed August 31, 1996) filed by the Company with the Securities and
Exchange Commission on August 26, 1996 (as amended on Form 8 K/A filed on August
31, 1996) File No. 0-11258))
5.1 Opinion of P. Bruce Borghardt, Esq.
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 Arthur Andersen LLP
23.5 Consent of Coopers & Lybrand L.L.P.
23.9 Consent of P. Bruce Borghardt, Esq. (included in Exhibit 5.1)
24.1 Power of Attorney *
</TABLE>
* Previously filed.
II-7
<PAGE> 1
Exhibit 5.1
December 31, 1996
Board of Directors of
WorldCom, Inc.
515 East Amite Street
Jackson, Mississippi 39201
Ladies and Gentlemen:
I am General Counsel - Corporate Development of WorldCom,
Inc., a Georgia corporation (the "Company"), and have acted as counsel in
connection with a Registration Statement on Form S-8 (the "Registration
Statement") to be filed by the Company with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), with respect to 262,933 shares (the "Shares") of Common Stock, par
value $.01, of the Company ("Common Stock") which are to be issued upon
exercise of options granted under the WorldCom/BLT 1994 Stock Option Plan (the
"Plan").
In connection herewith, I have examined and relied without
investigation as to matters of fact upon the Registration Statement, the
Amended and Restated Articles of Incorporation, as amended, and Bylaws of the
Company, certificates of public officials, certificates and statements of
officers of the Company, and such other corporate records, documents,
certificates and instruments as I have deemed necessary or appropriate to
enable me to render the opinions expressed herein. I have assumed the
genuineness of all signatures on all documents examined by me, the authenticity
of all documents submitted to me as originals, and the conformity to authentic
originals of all documents submitted to me as certified or photostatic copies.
I have also assumed the due authorization, execution and delivery of all
documents.
Based upon the foregoing, and in reliance thereon and subject
to the qualifications and limitations stated herein, I am of the opinion that
when the Registration Statement, including any amendments thereto, shall have
<PAGE> 2
become effective under the Act, and the Shares have been issued in accordance
with the terms of the Plan, then the Shares will be legally issued, fully paid
and nonassessable.
This opinion is not rendered with respect to any laws other
than the latest codification of the Georgia Business Corporation Code (the
"GBCC") available to me. This opinion has not been prepared by an attorney
admitted to practice in Georgia.
I hereby consent to the filing of this opinion as Exhibit 5.1
to the aforesaid Registration Statement on Form S-8. I also consent to your
filing copies of this opinion as an exhibit to the Registration Statement with
agencies of such states as you deem necessary in the course of complying with
the laws of such states regarding the offering and sale of the Shares. In
giving this consent, I do not admit that I am in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the Commission.
Very truly yours,
/s/ P. Bruce Borghardt
P. Bruce Borghardt
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Post Effective Amendment No. 1 on Form S-8 to Registration
Statement No. 333-16531 of our report dated March 6, 1996 included in WorldCom,
Inc.'s Form 10-K for the year ended December 31, 1995 and to all references to
our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Jackson, Mississippi,
December 31, 1996.
<PAGE> 1
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Post Effective Amendment No. 1
to Registration Statement No. 333-16531 of WorldCom, Inc. and Subsidiaries
("WorldCom") on Form S-8 of our report dated March 7, 1994 on the consolidated
financial statements of IDB Communications Group, Inc. appearing in the Annual
Report on Form 10-K of WorldCom for the year ended December 31, 1995.
Deloitte & Touche LLP
Los Angeles, California
December 27, 1996
<PAGE> 1
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Post Effective Amendment
No. 1 on Form S-8 to Registration Statement No. 333-16531 of WorldCom, Inc.
(f/k/a LDDS Communications, Inc. of our report dated February 2, 1995, with
respect to the combined financial statements of WilTel Network Services for the
years ended December 31, 1994 and 1993 included in the Current Report on Form
8-K/A of LDDS Communications, Inc. dated August 22, 1994, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Tulsa, Oklahoma
December 31, 1996
<PAGE> 1
Exhibit 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Post Effective Amendment No. 1 on Form S-8 to Registration
Statement No. 333-16531 of our report dated January 31, 1996, on the
Consolidated Financial Statements of UUNET Technologies, Inc. included in
WorldCom, Inc.'s Current Report on Form 8-K dated August 25, 1996, as amended
by Form 8-K/A filed on November 4, 1996, and to all references to our Firm
included in this registration statement.
ARTHUR ANDERSEN LLP
Washington, D.C.
December 30, 1996.
<PAGE> 1
Exhibit 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this post-effective amendment
on Form S-8 to the registration statement on form S-4 (File No. 333-16531) of
WorldCom, Inc. of our report dated February 14, 1996, except for Note 20 as to
which the date is April 16, 1996, on our audits of the consolidated financial
statements of MFS Communications Company, Inc. as of December 31, 1995 and
1994, and for the three years in the period ended December 31, 1995, which
report is included in WorldCom, Inc.'s Current Report on Form 8-K/A dated
August 25, 1996 (filed November 4, 1996).
Coopers & Lybrand L.L.P.
Omaha, Nebraska
December 31, 1996
