<PAGE> 1
As filed with the Securities and Exchange Commission on December 31, 1996
Registration No. 333-16015
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/MFS DEFERRED STOCK PURCHASE PLAN
WORLDCOM/MFS EMPLOYEE STOCK BONUS PLAN
WORLDCOM/MFS 1992 STOCK PLAN
WORLDCOM/MFS 1993 STOCK PLAN
WORLDCOM/MFS/UUNET INCENTIVE STOCK PLAN
WORLDCOM/MFS/UUNET EQUITY INCENTIVE PLAN
WORLDCOM/MFS/UUNET PERFORMANCE 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 fees
in respect to the securities registered hereby were paid at the time of the
original filing of the S-4 Registration Statement. In addition, pursuant to
Rule 416(c) under the Securities Act of 1933, as amended (the "Securities
Act"), this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the above-referenced Plans.
<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.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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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.
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
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<PAGE> 4
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.
(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
II-3
<PAGE> 5
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. 333-16015 on 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
The Plan. Pursuant to the requirements of the Securities Act of 1933,
as amended, the Administrative Committee of the Stock Bonus Plan 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
December 31, 1996.
WORLDCOM, INC./MFS COMMUNICATIONS COMPANY, INC.
EMPLOYEE STOCK BONUS PLAN
By: /s/ Dennis Sickle
----------------------------------
A member of the Administrative
Committee of the Bonus Plan
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. 333-16015 on 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
</TABLE>
II-5
<PAGE> 7
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
*/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
*/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
</TABLE>
*By: /s/ Scott D. Sullivan
---------------------------
Scott D. Sullivan
Attorney-in-fact
II-6
<PAGE> 8
WORLDCOM, INC.
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
4.1 Amended and Restated Articles of Incorporation of WorldCom (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 WorldCom 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 on 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
Registration 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 WorldCom (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 WorldCom 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
WorldCom on August 26, 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.
II-7
<PAGE> 9
Exhibit
Number Description
------ -----------
23.6 Consent of P. Bruce Borghardt, Esq. (included in Exhibit 5.1)
23.9 Consent of Walter Scott, Jr. *
23.10 Consent of James Q. Crowe *
23.11 Consent of R. Douglas Bradbury *
23.12 Consent of David C. McCourt *
23.13 Consent of John W. Sidgmore *
23.14 Consent of Michael B. Yanney *
23.15 Consent of Richard R. Jaros *
24.1 Power of Attorney *
* Previously filed with the S-4 Registration Statement (No. 333-16015).
WorldCom will submit the Stock Bonus Plan to the Internal Revenue
Service ("IRS") in a timely manner and will make all changes required by the
IRS in order to qualify the Stock Bonus Plan under Section 401(a) of the
Internal Revenue Code of 1986, as amended.
II-8
<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 46,833,782 shares (the "Shares") of Common Stock, par value $.01,
of the Company ("Common Stock") which are to be issued upon exercise of options
or pursuant to other stock awards granted under the Plans referenced on the
cover page of the Registration Statement (collectively, the "Plans").
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
<PAGE> 2
when the Registration Statement, including any amendments thereto, shall have
become effective under the Act, and the Shares have been issued in accordance
with the terms of the respective Plans, 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. 333-16015 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. 333-16015 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. 333-16015 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. 333-16015 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. 333-16015) 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
