SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WORLDCOM, INC.
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(Exact name of Registrant as Specified in its Charter)
Georgia
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(State of Incorporation or Organization)
58-1521612
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(I.R.S. Employer Identification no.)
515 East Amite Street, Jackson, Mississippi 39201-2702
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(Address of principal executive offices) (zip code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Depositary Shares (representing a 1/100th interest in a share of
Series A 8% Cumulative Convertible Preferred Stock)
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered
The description of the Depositary Shares of WorldCom, Inc. (the
"Registrant"), each representing a one-hundredth interest in a share of the
Registrant's Series A 8% Cumulative Convertible Preferred Stock, set forth under
the caption "Description of WorldCom Capital Stock" in the Prospectus filed by
the Registrant with the Securities and Exchange Commission on November 13, 1996,
as part of its Registration Statement on Form S-4 (Registration
No. 333-16015) (the "Form S-4"), as amended from time to time, is hereby
incorporated by reference in answer to this item.
Item 2. Exhibits
The following exhibits which have been filed as exhibits in the Form S-4
are hereby incorporated by reference as exhibits in answer to this item.
1. Amended and Restated Articles of Incorporation of the Registrant
(including preferred stock designations) as of September 15, 1993, as
amended by Articles of Amendment dated May 25, 1995 (incorporated herein
by reference to Exhibit 4.1 to the Annual Report on Form 10-K filed by
the Registrant (File No. 0-11258) for the year ended June 30, 1996).
2. Articles of Amendment to the Amended and Restated Articles of
Incorporation of the Registrant dated May 23, 1996 (incorporated herein
by reference to Exhibit 3(ii) to the Quarterly Report on Form 10-Q filed
by the Registrant (File No. 0-11258) for the year ended June 30, 1996).
3. Terms of Series A 8% Cumulative Convertible Preferred Stock, par value
$0.01 per share (attached as Appendix VIII to the Joint Proxy
Statement/Prospectus included in the Form S-4 and incorporated by
reference therein as Exhibit 4.3).
4. Form of Deposit Agreement between the Registrant, The Bank of New York
and the holders from time to time of the Depository Shares representing
1/100 of a share of the Registrant's Series A Preferred Stock (filed as
Exhibit 4.6 of the Form S-4).
5. Form of certificate representing the Depository Shares (attached as
Exhibit A to the Deposit Agreement filed as Exhibit 4).
6. Bylaws of the Registrant (filed as Exhibit 4.7 of the Form S-4).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Date: November 13, 1996 WORLDCOM, INC.
By: /s/ Scott D. Sullivan
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Name: Scott D. Sullivan
Title: Chief Financial Officer
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