As Filed with the Securities and Exchange Commission on August 19, 1996
Registration No. 333-_____
================================================================================
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)
GEORGIA
(State or other jurisdiction of incorporation or organization)
58-1521612
(I.R.S. Employer Identification No.)
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)
WILLIAM E. ANDERSON, Esq.
WorldCom, Inc.
515 East Amite Street
Jackson, Mississippi 39201-2702
(601) 360-8600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies of all correspondence to:
R. RANDALL WANG, Esq.
Bryan Cave LLP
One Metropolitan Square
211 North Broadway, Suite 3600
St. Louis, Missouri 63102-2750
(314) 259-2000
Approximate date of commencement of proposed sale to public: From time
to time 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. [X]
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. |_|
<PAGE>
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. |_|
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
====================================================================================================================================
Proposed maximum Proposed maximum
Title of each class of Amount to offering price aggregate Amount of
securities to be registered be registered per unit<F1> offering price<F1> registration fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value per share 200,000 shares $24.75 $4,950,000 $1,707
====================================================================================================================================
<FN>
<F1> Estimated solely for purposes of determining the registration fee pursuant to Rule 457(c), based upon the average of the high
and low sales prices for the Common Stock as reported in The Nasdaq Stock Market (National Market) on August 16, 1996.
</TABLE>
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
SUBJECT TO COMPLETION, DATED AUGUST 19, 1996
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
PRELIMINARY PROSPECTUS
200,000 Shares
WORLDCOM, INC.
Common Stock
This Prospectus relates to 200,000 shares (the "Shares") of common
stock, par value $.01 per share (the "Common Stock"), of WorldCom, Inc., a
Georgia corporation (the "Company"). The Shares are held by Jump, Inc. (the
"Selling Shareholder"). See "Selling Shareholder."
The Company will not receive any proceeds from the sale of Shares by
the Selling Shareholder. All expenses incurred in connection with this offering
are being borne by the Company, other than any commissions or discounts paid or
allowed by the Selling Shareholder to underwriters, dealers, brokers or agents.
The Selling Shareholder has not advised the Company of any specific
plans for the distribution of the Shares, but it is anticipated that the Shares
may be sold from time to time in transactions (which may include block
transactions) on The Nasdaq Stock Market at the market prices then prevailing.
Sales of the Shares may also be made through negotiated transactions or
otherwise. The Selling Shareholder and the brokers and dealers through which the
sales of the Shares may be made may be deemed to be "underwriters" within the
meaning set forth in the Securities Act of 1933, as amended, and their
commissions and discounts and other compensation may be regarded as
underwriters' compensation. See "Plan of Distribution."
The Common Stock is traded on The Nasdaq Stock Market under the symbol
"WCOM." The last reported sale price of the Common Stock as reported on The
Nasdaq Stock Market on August ____, 1996, was $______ per share.
For a discussion of certain factors relating to an investment in the
Common Stock, see "Investment Considerations" on page 4.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this Prospectus is August ____, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). These reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Commission's regional offices located at Seven
World Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. The Commission
maintains an Internet Web site (http://www.sec.gov.) that contains such
documents filed electronically by the Company with the Commission by its
Electronic Data Analysis and Retrieval System. Copies of such materials can also
be obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.
The Company has filed with the Commission a Registration Statement on
Form S-3 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the shares of Common Stock
offered hereby. This Prospectus does not contain all of the information set
forth in the Registration Statement or the exhibits thereto. As permitted by the
rules and regulations of the Commission, this Prospectus omits certain
information contained or incorporated by reference in the Registration
Statement. Statements contained in this Prospectus as to the contents of any
contract or other document filed or incorporated by reference as an exhibit to
the Registration Statement are not necessarily complete, and in each instance
reference is made to the copy of such contract or other document filed as an
exhibit to the Registration Statement. For further information, reference is
hereby made to the Registration Statement and exhibits thereto, copies of which
may be inspected at the offices of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or obtained from the Commission at the same address at
prescribed rates.
INCORPORATION BY REFERENCE
The following documents filed with the Commission by the Company
(formerly LDDS Communications, Inc. ("LDDS") and Resurgens Communications Group,
Inc. ("Resurgens")) under File No. 0-11258 (formerly File No. 1-10415) pursuant
to the Exchange Act are incorporated herein by reference: (1) the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1995 (the
"1995 Form 10-K"); (2) the Company's Report by Issuer of Securities Quoted on
NASDAQ on Form 10-C dated July 12, 1996, the Company's Quarterly Reports on Form
10-Q for the quarters ended March 31, 1996 and June 30, 1996; (3) audited
financial statements as of December 31, 1994 and 1993 and for each of the three
years in the period ended December 31, 1994 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 (collectively "WilTel Network Services"), included
in the Company's Current Report on Form 8-K dated August 22, 1994 (filed
September 8, 1994) (filed September 8, 1994) (as amended by Current Reports on
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Form 8-K/A filed November 17, 1994, November 28, 1994 and April 19, 1995); and
(4) the description of the Company's (formerly LDDS' and Resurgens') Common
Stock as contained 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 Commission on August 11, 1993, which includes the
Joint Proxy Statement/Prospectus (the "1993 Joint Proxy Statement/Prospectus")
with respect to Resurgens' Annual Meeting of Shareholders held on September 14,
1993, under the following captions: "Proposals No. 1 and 2 -- The Proposed
Mergers -- Description of the Series 1 Preferred Stock," "-- Description of the
Series 2 Preferred Stock," "-- 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 the Company's Annual Report on Form 8-K
dated and filed August 14, 1995.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof shall hereby be deemed to be incorporated by reference in this Prospectus
and to be a part hereof from the date of filing of such documents. See
"Available Information." Any statement contained herein or in a document
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document
incorporated or deemed to be incorporated herein by reference, which statement
is also incorporated herein by reference, modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
This Prospectus incorporates documents by reference which are not
presented herein or delivered herewith. Copies of these documents (excluding
exhibits unless such exhibits are specifically incorporated by reference into
the information incorporated herein) will be provided by first class mail
without charge to each person to whom this Prospectus is delivered, upon written
or oral request by such person to WorldCom, Inc., 515 East Amite Street,
Jackson, Mississippi 39201-2702, Attention: Scott D. Sullivan, Chief Financial
Officer (telephone: (601) 360-8600).
No person has been authorized in connection with this offering to give
any information or to make any representation not contained or incorporated by
reference in this Prospectus and, if given or made, such information or
representation must not be relied upon as having been authorized by the Company,
the Selling Shareholder or any other person. This Prospectus does not constitute
an offer to sell, or a solicitation of an offer to purchase, any securities
other than those to which it relates, nor does it constitute an offer to sell or
a solicitation of an offer to purchase by any person in any jurisdiction in
which it is unlawful for such person to make such an offer or solicitation.
Neither the delivery of this Prospectus nor any sale made hereunder shall under
any circumstances create any implication that the information contained herein
is correct as of any time subsequent to the date hereof.
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<PAGE>
INVESTMENT CONSIDERATIONS
The following factors should be carefully considered in evaluating the
Company and its business before purchasing any of the Shares offered hereby.
Capitalized terms used and not defined herein have the same meanings ascribed to
them in the 1995 Form 10-K.
An investment in the Common Stock involves a high degree of risk.
Prospective investors should carefully consider the following investment
considerations, together with the other information contained in or incorporated
by reference into this Prospectus, in evaluating the Company and its business
before purchasing shares of Common Stock. In particular, prospective investors
should note that this Prospectus contains or incorporates by reference
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 and that actual results could differ materially
from those contemplated by such statements. The factors listed below represent
certain important factors the Company believes could cause such results to
differ. These factors are not intended to represent a complete list of the
general or specific risks that may affect the Company. It should be recognized
that other risks may be significant, presently or in the future, and the risks
set forth below may affect the Company to a greater extent than indicated.
Risks of Financial Leverage; Debt Service, Interest Rate Fluctuations,
Possible Reduction in Liquidity, Dividend Restrictions, and Other Restrictive
Covenants
The Company has a high degree of leverage. At June 30, 1996, the
Company reported $3.3 billion of long-term debt (including capital leases and
excluding current maturities) and a long-term debt to equity ratio of 1.6 to
1.0. On June 28, 1996, the Company replaced its then existing $3.41 billion
credit facilities with a new $3.75 billion five-year revolving credit facility
(the "Credit Facility"). Borrowings under the Credit Facility bear interest at
rates that fluctuate with prevailing short-term interest rates. Increases in
interest rates, economic downturns, and other adverse developments, including
factors beyond the Company's control, could impair its ability to service its
indebtedness under the Credit Facility. In addition, the cash flow required to
service the Company's debt may reduce its ability to fund internal growth,
additional acquisitions and capital improvements. In addition, the Credit
Facility restricts the payment of cash dividends and otherwise limits the
Company's financial flexibility.
The Company is committed to a priority plan of accelerating operating
cash flow to reduce debt. Additional capital availability may be generated
through a combination of commercial bank debt and public market debt. Successful
execution of the priority plan would provide continued compliance with required
operating ratio covenants, improved interest rate spread pricing, and would
eliminate any type of equity financing other than equity issued in connection
with acquisitions. No assurance can be given that the Company will achieve its
priority plan.
Acquisition Integration
A major portion of the Company's growth in recent years has resulted
from acquisitions, which involve certain operational and financial risks.
Operational risks include the possibility that an acquisition does not
ultimately provide the benefits originally perceived by management of the
acquiror, while the acquiror continues to incur operating expenses to provide
the services formerly provided by the acquired company. Financial risks involve
4
<PAGE>
the incurrence of indebtedness by the acquiror in order to effect the
acquisition and the consequent need to service that indebtedness. In addition,
the issuance of stock in connection with acquisitions dilutes the voting power
and may dilute certain other interests of existing shareholders. In carrying out
its acquisition strategy, the Company attempts to minimize the risk of
unexpected liabilities and contingencies associated with acquired businesses
through planning, investigation and negotiation, but such unexpected liabilities
may nevertheless accompany acquisitions. There can be no assurance that the
Company will be successful in identifying attractive acquisition candidates or
completing additional acquisitions on favorable terms.
Contingent Liabilities
The Company is subject to a number of legal and regulatory proceedings,
including certain legal proceedings pending against IDB Communications Group,
Inc. ("IDB") prior to its merger with a wholly owned subsidiary of WorldCom on
December 29, 1994 (the "IDB Merger"). While the Company believes that the
probable outcome of these matters, or all of them combined, will not have a
material adverse effect on the Company's consolidated results of operations or
financial position, no assurance can be given that a contrary result will not be
obtained. See Item 3 "Legal Proceedings" contained in the 1995 Form 10-K which
is hereby incorporated herein by reference.
In addition to a number of other pending legal proceedings, on May 23,
1994, Deloitte & Touche LLP ("Deloitte") resigned as IDB's independent auditors.
Deloitte has stated it resigned as a result of events surrounding the release
and reporting of IDB's financial results for the first quarter of 1994. In
submitting its resignation, Deloitte informed IDB management and the Audit
Committee of the IDB Board of Directors that there had been a serious breakdown
in IDB's process of identifying, analyzing and recording IDB's business
transactions which prohibited Deloitte from the satisfactory completion of a
quarterly review, and that Deloitte was no longer willing to rely on IDB
management's representations regarding IDB's interim financial statements. IDB
announced Deloitte's resignation on May 31, 1994. On June 24, 1994, upon the
recommendation of the independent members of IDB's Audit Committee, IDB retained
Arthur Andersen LLP as its new independent auditors. On August 1, 1994, IDB
announced that it would restate its reported financial results for the quarter
ended March 31, 1994 to eliminate approximately $6.0 million of pre-tax income,
approximately $5.0 million of which related to a sale of transponder capacity
and approximately $1.0 million of which related to purchase accounting
adjustments and on August 22, 1994, IDB filed Amendment No. 1 on Form 10-Q/A
restating its 1994 first quarter results in order to eliminate previously
recorded items. Certain of these items were among those as to which Deloitte had
expressed disagreement. On November 21, 1994, IDB filed Form 10-Q/A amendments
to its reported first and second quarter financial results making the previously
announced changes and reflecting the effect of IDB's method of accounting for
international long distance traffic, thereby reducing its first quarter net
income from $0.12 per share, as originally reported, to $0.05 per share and,
when combined with adjustments for income tax effects, increasing its second
quarter net loss from $0.20 per share, as originally reported, to $0.27 per
share.
IDB is a party to indemnification agreements with IDB's former officers
and directors, certain selling shareholders and certain underwriters. IDB's
former officers and directors are not covered by any applicable liability
insurance. The Company has agreed to provide indemnification to IDB's officers
and directors under certain circumstances pursuant to the agreement relating to
the IDB Merger.
5
<PAGE>
On June 9, 1994, the Commission issued a formal order of investigation
concerning certain matters, including IDB's financial position, books and
records and internal controls and trading in IDB securities on the basis of
non-public information. The Commission has issued subpoenas to IDB and others,
including certain former officers of IDB, in connection with its investigation.
The National Association of Securities Dealers, Inc. ("NASD") and other self-
regulatory bodies have also made inquiries of IDB concerning similar matters.
The U.S. Attorney's Office for the Central District of California
issued grand jury subpoenas to IDB seeking documents relating to IDB's 1994
first quarter results, the Deloitte resignation, trading in IDB securities and
other matters, including information concerning certain entities in which
certain former officers of IDB are personal investors and transactions between
such entities and IDB. IDB has been informed that a criminal investigation has
commenced. The U.S. Attorney's Office for the Central District of California
issued a grand jury subpoena to the Company arising out of the same
investigation seeking certain documents relating to IDB.
The outcome of any of the foregoing litigation or investigations, or of
other pending legal proceedings, has not been determined. See Item 3 - "Legal
Proceedings" contained in the Company's 1995 Form 10-K for more information
regarding the foregoing litigation and investigations, as well as other pending
legal proceedings.
Risks of International Business
As a result of the IDB Merger, the Company derives substantial revenues
by providing international communication services primarily to customers
headquartered in the United States. Such operations are subject to certain risks
such as changes in foreign government regulations and telecommunication
standards, licensing requirements, tariffs or taxes and other trade barriers and
political and economic instability. In addition, such revenues and cost of sales
are sensitive to changes in international settlement rates. International rates
may decrease in the future due to aggressiveness on the part of existing
carriers, aggressiveness on the part of new entrants into niche markets, the
widespread resale of international private lines, the consummation of joint
ventures among large international carriers that facilitate targeted pricing and
cost reductions, and the rapid growth of international circuit capacity due to
the deployment of new transatlantic and transpacific fiber optic cables.
Dependence on Availability of Transmission Facilities
The future profitability of the Company will be dependent in part on
its ability to utilize transmission facilities leased from others on a
cost-effective basis. The recent acquisitions of WilTel and IDB have reduced the
leasing risk through the ownership of significant domestic and international
assets, however, due to the possibility of unforeseen changes in industry
conditions, the continued availability of leased transmission facilities at
historical rates cannot be assured. See Item 1 - "Business -- Transmission
Facilities" contained in the 1995 Form 10-K which is hereby incorporated herein
by reference.
Regulation Risks
The Company is subject to extensive regulation at the federal and state
levels, as well as in various foreign countries in connection with certain
overseas business activities. The regulatory environment varies substantially by
jurisdiction.
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<PAGE>
The regulation of the telecommunications industry is changing rapidly,
and the regulatory environment varies substantially from state to state. There
can be no assurance that future regulatory changes will not have a material
adverse impact on the Company. Recent developments include, without limitation,
enactment of legislation that modifies the 1982 AT&T divestiture decree's (the
"AT&T Divestiture Decree") restrictions on the provision of long distance
services between local access and transport areas ("LATAs"), as defined in the
AT&T Divestiture Decree, by the Bell Operating Companies ("BOCs"); action by the
Federal Communications Commission (the "FCC") or state public utility or service
agencies ("PUCs") changing access rates charged by local exchange carriers
("LECs") and making other related changes to access and interconnection
policies, certain of which could have adverse consequences for the Company;
related FCC and state regulatory proceedings considering additional deregulation
of LEC access pricing; and various legislative and regulatory proceedings that
would result in new local exchange competition.
On February 8, 1996, President Clinton signed legislation, known as the
Telecommunications Act of 1996, that: permits, without limitation, the BOCs to
provide domestic and international long distance services to customers located
outside of the BOC's home regions; permits a petitioning BOC to provide domestic
and international long distance service to customers within its home regions
upon a finding by the FCC that a petitioning BOC has satisfied certain criteria
for opening up its local exchange network to competition and that its provision
of long distance services would further the public interest; and removes
existing barriers to entry into local service markets. Additionally there are
significant changes in: the manner in which carrier-to-carrier arrangements are
regulated at the federal and state level; procedures to revise universal service
standards; and penalties for unauthorized switching of customers. The FCC has
instituted proceedings addressing the implementation of this legislation.
On August 8, 1996 the FCC released its First Report and Order in the
Matter of Implementation of the Local Competition Provisions in the
Telecommunications Act of 1996 (the "Order"). In that Order, the FCC established
nationwide rules designed to encourage new entrants to participate in the local
service markets through interconnection with the incumbent local exchange
carriers ("ILEC"), resale of the ILEC's retail services and unbundled network
elements. These rules set the groundwork for the statutory criteria governing
BOC entry into the long distance market. The Company cannot predict the effect
such legislation or the implementing regulations will have on the Company or the
industry.
On August 1, 1996, the FCC announced its intention to conduct a
proceeding in the Fall of 1996 leading to the reform of access charges. Such
charges are a principal component of the Company's line cost expense. The
Company cannot predict whether or not the result of such a proceeding will have
a material impact upon the Company.
The Company will need to comply with the applicable laws and obtain the
approval of the regulatory authority of each country in which it provides or
proposes to provide telecommunications services. The laws and regulatory
requirements vary from country to country. Some countries have substantially
deregulated various communications services, while other countries have
maintained strict regulatory regimes. The application procedure can be
time-consuming and costly, and terms of licenses vary for different countries.
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<PAGE>
Transmissions from earth stations to satellites, transmissions from
microwave and other transmitters, reception from international satellites, and
transmission of international traffic by any means, including operator assisted
long distance service, satellite and undersea cable, must be pursuant to license
or other authorizations issued by the FCC. The Company, or an affiliate of the
Company, has operating authority or has made other arrangements to transmit
and/or receive signals from all locations where it currently offers satellite
transmission and/or reception service.
Although the Company has never had a license application denied by the
FCC, there can be no assurance that the Company will receive all authorizations
or licenses necessary for new communications services or that delays in the
licensing process will not adversely affect the Company's business. Domestic
radio licenses issued by the FCC are for limited periods not to exceed 10 years.
The Company must seek renewal of such licenses prior to their expiration. The
Company knows of no facts that would result in the denial of any such renewals.
The Company monitors compliance with federal, state and local regulations
governing the discharge and disposal of hazardous and environmentally sensitive
materials, including the emission of electromagnetic radiation. The Company
believes that it is in compliance with such regulations. However, there can be
no assurance that any such discharge, disposal or emission might not expose the
Company to claims or actions that could have a material adverse effect on the
Company's consolidated results of operations or financial position. See Item 1 -
"Business -- Regulation" contained in the 1995 Form 10-K which is hereby
incorporated herein by reference.
Competition Risks
The Company faces intense competition in providing long distance
telecommunications services. Domestically, the Company competes for interLATA
and intraLATA services with AT&T, MCI, Sprint, the LEC's and other national and
regional IXCs, where permissible; and with respect to operator service, with
AT&T and other operator service providers. Internationally, the Company competes
for services with other IXCs, including AT&T, MCI and Sprint. Certain of these
companies have substantially greater market share and financial resources than
the Company, and some of them are the source of communications capacity used by
the Company to provide its own services.
The Company expects to encounter continued competition from major
domestic and international communications companies, including AT&T, MCI and
Sprint. In addition, the Company may be subject to additional competition due to
the enactment of the Telecommunications Act of 1996, the development of new
technologies and increased availability of domestic and international
transmission capacity.
For example, even though fiber-optic networks, such as that of the
Company, are now widely used for long distance transmission, it is possible that
the desirability of such networks could be adversely affected by changing
technology. The telecommunications industry is in a period of rapid
technological evolution, marked by the introduction of new product and service
offerings and increasing satellite and fiber optic transmission capacity for
services similar to those provided by the Company. The Company cannot predict
which of many possible future product and service offerings will be important to
maintain its competitive position or what expenditures will be required to
develop and provide such products and services. See Item 1 - "Business --
Competition" contained in the 1995 Form 10-K which is hereby incorporated herein
by reference.
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Anti-Takeover Provisions
The Amended and Restated Articles of Incorporation of the Company
contain provisions (a) requiring a 70% vote for approval of certain business
combinations with certain 10% shareholders unless approved by a majority of the
continuing Board of Directors or unless certain minimum price, procedural and
other requirements are met; and (b) restricting aggregate beneficial ownership
of the capital stock of the Company by foreign shareholders to 20% of the total
outstanding capital stock, and subjecting excess shares to redemption. In
addition, the Bylaws of the Company (a) contain requirements regarding advance
notice of nomination of directors by shareholders, and (b) restrict the calling
of special meetings by shareholders to those owning shares representing not less
than 40% of the votes to be cast. These provisions may have an "anti-takeover"
effect. See "Information Regarding Resurgens -- Amendments to Resurgens'
Restated Articles of Incorporation -- LDDS Merger Agreement," "Proposals No. 1
and 2 - The Proposed Mergers -- Special Redemption Provisions" contained in the
1993 Joint Proxy Statement/Prospectus, which are hereby incorporated herein by
reference.
RECENT DEVELOPMENTS
In the second quarter of 1996, the Company incurred non-cash charges
related to a write-down in the carrying value of certain assets including
goodwill and equipment. Because of events resulting from the passage of the
Telecommunications Act of 1996, and changes in circumstances impacting certain
non-core operations, management estimates of the Company's fair value of
operating assets within its core and non-core businesses resulted in a non-cash
charge of $344 million after tax or $.88 per share. On a pretax basis, the
write-down was $402 million and included $139 million for network facilities and
$263 million for non-core businesses, primarily operator services goodwill.
On June 28, 1996, WorldCom replaced its then existing $3.41 billion
credit facilities (the "Previous Facilities") with a new $3.75 billion revolving
credit facility (previously defined as the "Credit Facility"). Borrowings under
the Credit Facility were used to refinance the Previous Facilities and will be
used to finance capital expenditures and provide additional working capital. As
a result of the refinancing WorldCom recorded an extraordinary charge of $4.2
million, net of $2.7 million in taxes, related to the charge-off of the
unamortized portion of costs associated with the refinanced debt.
The Credit Facility has a five-year term and bears interest, payable
quarterly, at variable rates selected by the Company under the terms of the
Credit Facility including a Base Rate or the London Interbank Offering Rate
("LIBOR") plus applicable margin. The applicable margin for LIBOR rate
borrowings varies from 0.35% to 0.875% from time to time based upon the lower of
a specified financial test. The Credit Facility is unsecured and requires
compliance with certain financial and other operating covenants which limit,
among other things, the incurrence of additional indebtedness by the Company and
restricts the payment of cash dividends to the Company's shareholders. The
Credit Facility is also subject to an annual commitment fee not to exceed 0.25%
of any unborrowed portion of the Credit Facility.
9
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THE COMPANY
The Company is one of the four largest long distance telecommunications
companies in the United States, based on 1994 revenues. The Company provides
long distance telecommunications services to business, consumer and other
carrier customers through its network of fiber optic cables, digital microwave
and fixed and transportable satellite earth stations, with service to points
throughout the nation and the world. The products and services provided by the
Company include: switched and dedicated long distance products, 800 services,
calling cards, operator services, domestic and international private lines,
broadband data services, debit cards, conference calling, advanced billing
systems, enhanced facsimile and data connections, television and radio
transmission and mobile satellite communications.
The Company was organized in 1983. Its operations have grown as a
result of management's emphasis on a four-point growth strategy, which includes
internal growth, the selective acquisition of smaller long distance companies
with limited geographic service areas and market shares, the consolidation of
certain third-tier long distance carriers with larger market shares, and
international expansion. On September 15, 1993, a three-way merger occurred
whereby (i) Metromedia Communications Corporation ("MCC") merged with and into
Resurgens, and (ii) LDDS Communications, Inc., a Tennessee corporation
("LDDS-TN"), merged with and into Resurgens (the "Prior Mergers").
At the time of the Prior Mergers, the name of Resurgens, the legal
survivor, was changed to LDDS Communications, Inc. and the separate corporate
existences of LDDS-TN and MCC terminated. For accounting purposes, however,
LDDS-TN was the survivor because the former shareholders of LDDS-TN acquired
majority ownership of the Company. At the annual meeting of shareholders held
May 25, 1995, shareholders of LDDS Communications, Inc. voted to change the name
of the Company to WorldCom, Inc., effective immediately.
The Company's principal executive offices are located at 515 East Amite
Street, Jackson, Mississippi 39201-2702 and its telephone number is
(601) 360-8600.
SELLING SHAREHOLDER
The Shares were issued to the Selling Shareholder pursuant to the
exercise of certain stock options which were granted to an affiliate of the
Selling Shareholder in connection with an agreement with such affiliate to
provide certain marketing and promotional services. The Selling Shareholder is
not an affiliate of the Company, and presently owns beneficially less than one
percent of the outstanding Common Stock. The Selling Shareholder does not
beneficially own any other shares of Common Stock, but has an option to acquire
1,800,000 additional shares, which option is not presently exercisable and will
not be exercisable within the next 60 days. The Selling Shareholder has sole
voting and investment power with respect to the Shares.
PLAN OF DISTRIBUTION
The Shares offered hereby may be sold by the Selling Shareholder or by
pledgees, donees, transferees or other successors in interest (collectively with
the Selling Shareholder, the "Sellers") acting as principals for their own
accounts. The Company will not receive any of the proceeds of this offering.
10
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The Sellers, directly or through brokers, dealers, underwriters, agents
or market makers, may sell some or all of the Shares. Any broker, dealer,
underwriter, agent or market maker participating in a transaction involving the
Shares may receive a commission from the Sellers. Usual and customary
commissions may be paid by the Sellers. The broker, dealer, underwriter or
market maker may agree to sell a specified number of the Shares at a stipulated
price per Share and, to the extent that such person is unable to do so acting as
an agent for the Sellers, to purchase as principal any of the Shares remaining
unsold at a price per Share required to fulfill the person's commitment to the
Sellers.
A broker, dealer, underwriter or market maker who acquires the Shares
from the Sellers as a principal for its own account may thereafter resell such
Shares from time to time in transactions (which may involve block or cross
transactions and which may also involve sales to or through another broker,
dealer, underwriter, agent or market maker, including transactions of the nature
described above) on The Nasdaq Stock Market, in negotiated transactions or
otherwise, at market prices prevailing at the time of the sale or at negotiated
prices. In connection with such resales, the broker, dealer, underwriter, agent
or market maker may pay commissions to or receive commissions from the
purchasers of the Shares. The Sellers also may sell some or all of the Shares
directly to purchasers without the assistance of a broker, dealer, underwriter,
agent or market maker and without the payment of any commissions.
The Company is bearing all of the costs relating to the registration of
the Shares (other than fees and expenses of counsel for the Selling
Shareholder). Any commissions, discounts or other fees payable to a broker,
dealer, underwriter, agent or market maker in connection with the sale of any of
the Shares will be borne by the Sellers.
Any commissions paid or any discounts or concessions allowed to any
broker, dealer, underwriter, agent or market maker and, if any such broker,
dealer, underwriter, agent or market maker purchases any of the Shares as
principal, any profits received on the resale of such Shares, may be deemed to
be underwriting commissions or discounts under the Securities Act.
EXPERTS
The consolidated financial statements and schedule of the Company as of
December 31, 1995 and 1994, and for each of the years in the three-year period
ended December 31, 1995, have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto, and are
included in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, and are incorporated herein by reference, in reliance upon
the authority of such firm as experts in accounting and auditing in giving said
reports.
The consolidated statements of operations, shareholders' equity and
cash flows of IDB Communications Group Inc. for the year ended December 31, 1993
and the related financial statement schedule (such financial statements and
financial statement schedule have not been separately included herein or
incorporated by reference) have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which has been incorporated by
reference from the Company's Annual Report on Form 10-K for the year ended
December 31, 1995, and has been so incorporated in reliance upon the report of
such firm given upon their authority as experts in accounting and auditing.
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The combined financial statements of WilTel Network Services, as of
December 31, 1994 and 1993 and for the three years ended December 31, 1994,
incorporated by reference in this Prospectus and Registration Statement, have
been audited by Ernst & Young LLP, independent auditors, to the extent indicated
in their reports thereon, also incorporated by reference in the Registration
Statement. Such combined financial statements are incorporated by reference
herein in reliance upon such reports given upon the authority of such firm as
experts in accounting and auditing.
12
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the expenses (other than underwriting
discounts and commissions), which other than the SEC registration fee are
estimates, payable by the Company in connection with the sale and distribution
of the shares registered hereby*:
SEC registration fee............................................$1,707
Accounting fees and expenses.................................... 3,000
Legal fees and expenses......................................... 3,000
Miscellaneous expenses.......................................... 1,293
------
Total..................................................$9,000
- ----------
* The Selling Shareholder will pay any sales commissions or underwriting
discount and fees and expenses of its counsel incurred in connection with the
sale of shares registered hereunder.
Item 15. 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 role 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
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<PAGE>
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, act 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 judgments, 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.
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
Ii-2
<PAGE>
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in such Act and is therefore unenforceable.
The Selling Shareholder has agreed to indemnify the Company and any
person who controls the Company against certain liabilities and expenses arising
out of or based upon the information set forth or incorporated by reference in
this Prospectus, and the Registration Statement of which this Prospectus is a
part, including liabilities under the Securities Act of 1933, as amended.
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;
(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.
(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
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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.
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<PAGE>
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 16, 1996.
WORLDCOM, INC.
By: /s/ Scott D. Sullivan
------------------------------------
Scott D. Sullivan, 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 amendments (including 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.
Name Title Date
- ------------------------------ ------------------------------- ---------------
/s/ Carl J. Aycock Director August 16, 1996
- ------------------------------
Carl J. Aycock
/s/ Max E. Bobbitt Director August 16, 1996
- ------------------------------
Max E. Bobbitt
II-5
<PAGE>
Name Title Date
- ------------------------------ ------------------------------- ---------------
/s/ Bernard J. Ebbers Director August 16, 1996
- ------------------------------ President and Chief Executive
Bernard J. Ebbers Officer (Principal Executive
Officer)
/s/ Francesco Galesi Director August 16, 1996
- ------------------------------
Francesco Galesi
/s/ Stiles A. Kellett, Jr. Director August 16, 1996
- ------------------------------
Stiles A. Kellett, Jr.
/s/ Silvia Kessel Director August 16, 1996
- ------------------------------
Silvia Kessel
- ------------------------------ Director August __, 1996
John W. Kluge
/s/ John A. Porter Director August 16, 1996
- ------------------------------
John A. Porter
/s/ Stuart Subotnick Director August 16, 1996
- ------------------------------
Stuart Subotnick
/s/ Scott D. Sullivan Director, Principal August 16, 1996
- ------------------------------ Financial Officer and
Scott D. Sullivan Principal Accounting Officer
/s/ Lawrence C. Tucker Director August 16, 1996
- ------------------------------
Lawrence C. Tucker
/s/ Roy A. Wilkens Director August 16, 1996
- ------------------------------
Roy A. Wilkens
II-6
<PAGE>
WORLDCOM, INC.
EXHIBIT INDEX
Exhibit Number Description
- -------------- ----------------------------------------------------------------
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 for the
quarterly period ended June 30, 1996 (File No. 0-11258))
4.3 Bylaws of the Company (incorporated herein by reference to
Exhibit 3(ii) to Amendment No. 1 to the Company's Registration
Statement on Form S-3 (File No. 33-67340))
5.1 Opinion of William E. Anderson, Esq.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Arthur Andersen LLP
23.4 Consent of William E. Anderson, Esq. (included in Exhibit 5.1)
24.1 Power of Attorney (included in Signature Page)
II-7
Exhibit 5.1
August 16, 1996
Board of Directors of WorldCom, Inc.
515 East Amite Street
Jackson, Mississippi 39201
Silvia and Gentlemen:
I have acted as counsel to the Company in connection with a
Registration Statement on Form S-3 (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 the proposed
public offering and sale of 200,000 shares (the "Shares") of Common Stock, par
value $.01, of the Company issued to the Selling Shareholder named therein
pursuant to a NonQualified Stock Option Agreement dated as of July 10, 1995 with
the Company (the "Option Agreement").
In connection herewith, I have examined and relied without
investigation as to matters of fact upon the Registration Statement and the
Prospectus included as part thereof, the Articles of Incorporation 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 following opinions:
1. The Company is a corporation validly existing under
the laws of the State of Georgia; and
2. When the Registration Statement, including any
amendments thereto, shall have become effective under the Act,
the Shares will be legally issued, fully paid and
nonassessable.
I am admitted to the State Bar of Georgia and do not express an opinion
with respect to any laws other than the current laws of the State of Georgia. I
note that the Option Agreement provides that it is governed by and is to be
construed and enforced in accordance with the laws of the District of Columbia
but, in rendering the opinions expressed herein, I have assumed that
<PAGE>
Board of Directors of WorldCom, Inc.
August 16, 1996
Page 2
such matters are governed exclusively by the current laws of the State of
Georgia and I express no opinions as to which law any court construing the
Option Agreement would apply.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
aforesaid Registration Statement on Form S-3. 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.
Sincerely,
/s/ WILLIAM E. ANDERSON
William E. Anderson
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 and related prospectus of WorldCom, Inc.
(f/k/a LDDS Communications, Inc.) for the registration of 200,000 shares of its
common stock and to the incorporation by reference therein of our reports dated
July 29, 1994 and February 2, 1995 with respect to the combined financial
statements of WilTel Network Services for the three years ended December 31,
1994 included in the Current Report on Form 8-K of LDDS Communications, Inc.
dated August 22, 1994 and 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
August 16, 1996
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Registration Statement of WorldCom, Inc. on Form
S-3 of our report dated March 7, 1994 (relating to the financial statements of
IDB Communications Group, Inc. not separately presented herein) incorporated by
reference in the Prospectus, which is part of this Registration Statement.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
/s/ Deloitte & Touche LLP
Los Angeles, California
August 16, 1996
Exhibit 23.3
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, to be filed on or around
August 16, 1996, relating to the registration of 200,000 shares of WorldCom,
Inc. common stock, 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 in this registration statement.
ARTHUR ANDERSON LLP
Jackson, Mississippi
August 16, 1996
