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Filed pursuant
to Rule: 424(b)(3)
Registration Number:
333-27345
SUPPLEMENT TO PROSPECTUS AND CONSENT SOLICITATION DATED JULY 3, 1997
WORLDCOM, INC.
OFFERS TO EXCHANGE
$686,402,000 9 3/8% SENIOR NOTES OF WORLDCOM, INC. DUE JANUARY 15, 2004
FOR ANY AND ALL OUTSTANDING
9 3/8% SENIOR DISCOUNT NOTES OF MFS COMMUNICATIONS COMPANY, INC.
DUE JANUARY 15, 2004
$671,849,000 8 7/8% SENIOR NOTES OF WORLDCOM, INC. DUE JANUARY 15, 2006
FOR ANY AND ALL OUTSTANDING
8 7/8% SENIOR DISCOUNT NOTES OF MFS COMMUNICATIONS COMPANY, INC.
DUE JANUARY 15, 2006
AND
CONSENT SOLICITATIONS
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EACH EXCHANGE OFFER HAS BEEN EXTENDED UNTIL 5:00 P.M., NEW YORK CITY TIME, ON
AUGUST 19, 1997, UNLESS FURTHER EXTENDED (SUCH TIME AND DATE, THE "EXPIRATION
DATE" WITH RESPECT TO SUCH OFFER). TENDERS OF MFS NOTES MAY NOT BE WITHDRAWN
(AND THE RELATED CONSENTS THEREBY REVOKED) AT ANY TIME, UNLESS THE APPLICABLE
EXCHANGE OFFER IS FURTHER EXTENDED AND CONTAINS ANY NEW TERMS MATERIALLY ADVERSE
TO THE HOLDERS THEREOF.
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The following information amends and supplements the Prospectus and Consent
Solicitation dated July 3, 1997 (the "Prospectus") of WorldCom, Inc. (the
"Company"). The Company has (i) extended the Expiration Date for each Exchange
Offer and the related Consent Solicitation until 5:00 p.m., New York City time,
on August 19, 1997 (but has not extended the right to withdraw tenders, and
thereby revoke the related Consents, which right expired at 11:59 p.m., New York
City time, on August 4, 1997 and has not been extended) and (ii) increased the
Consent Payments with respect to those MFS 2004 Notes and MFS 2006 Notes that
are validly tendered (and not validly withdrawn) on or prior to the Expiration
Date to 0.375% and 0.75%, respectively, of the Accreted Value thereof, as of the
Interest Accrual Date.
SEE "RISK FACTORS" COMMENCING ON PAGE 18 OF THE PROSPECTUS FOR CERTAIN
INFORMATION THAT SHOULD BE CONSIDERED IN EVALUATING THE EXCHANGE OFFERS AND
CONSENT SOLICITATIONS.
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.
None of WorldCom, MFS or the Dealer Managers makes any recommendation as to
whether or not Holders should exchange their MFS Notes pursuant to the Exchange
Offers and provide Consents to the Proposed Amendments.
THE JOINT DEALER MANAGERS FOR THE EXCHANGE OFFERS AND CONSENT SOLICITATIONS ARE:
SALOMON BROTHERS INC GOLDMAN, SACHS & CO.
The date of this Supplement is August 5, 1997.
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IMPORTANT
Holders of MFS Notes who have previously validly tendered their MFS Notes (and
not validly withdrawn such MFS Notes) will be entitled to receive the increased
Consent Payment and are not required to take any further action in order for
their MFS Notes to be validly tendered pursuant to the Exchange Offers or in
order to receive the increased Consent Payment. Holders of MFS Notes should
continue to follow the procedures for tendering MFS Notes previously set forth
in the Prospectus. Tendering Holders of MFS Notes should continue to use the
applicable Letters of Transmittal and Notices of Guaranteed Delivery circulated
with the Prospectus. Such tendering Holders will, subject to the terms and
conditions of the Exchange Offers and Consent Solicitations, receive the
increased Consent Payment.
Except as set forth in this Supplement, the terms and conditions previously set
forth in the Prospectus and the related Letters of Transmittal are applicable in
all respects to the Exchange Offers and Consent Solicitations. This Supplement
should be read in conjunction with the Prospectus. Unless the context otherwise
requires, capitalized terms used but not defined herein have the meanings
ascribed to such terms in the Prospectus.
THE PROSPECTUS, THIS SUPPLEMENT AND THE RELATED LETTERS OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BY HOLDERS OF MFS NOTES
BEFORE THEY MAKE ANY DECISION WHETHER TO TENDER THEIR MFS NOTES PURSUANT TO THE
EXCHANGE OFFERS.
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Any questions concerning tender procedures or requests for additional copies
of the Prospectus, this Supplement, the Letters of Transmittal, or Notices of
Guaranteed Delivery should be directed to the Information Agent,
MACKENZIE PARTNERS, INC.
156 Fifth Avenue
New York, New York, 10010
(212) 929-5500 (collect)
(800) 322-2885 (toll free)
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EXPIRATION DATE; EXTENSIONS; AMENDMENTS
The Expiration Date and the Consent Payment have been amended as indicated on
the cover page of this supplement.
Acceptance of MFS Notes for Exchange; Delivery of Worldcom Notes
The Exchange Offers and the Consent Solicitations have been amended to give the
Company the option to accept MFS Notes of a series and the related Consents on
one or two dates. Subject to the terms and conditions contained in the
Prospectus, this Supplement and the related Letters of Transmittal, validly
tendered MFS Notes and properly given Consents (i) may, at the option of the
Company, be accepted by the Company at any time (which may be prior to the
Expiration Date) following the time (such time and date the "Consent Date") it
receives the Requisite Consent for both series and (ii} any remaining validly
tendered MFS Notes and properly given Consents will be accepted by the Company
promptly following the Expiration Date (each of the foregoing, an "Acceptance
Date").
The Company shall be deemed to have accepted validly tendered MFS Notes and
properly given Consents which have not been withdrawn or revoked as provided in
the Prospectus when, and if, the Company has given oral or written notice
thereof to the Exchange Agent. Subject to the terms and conditions of the
Exchange Offers, delivery of WorldCom Notes, Consents Payments and other cash
payments, if any, for MFS Notes so accepted on any Acceptance Date will be made
by the Exchange Agent on the third business day following such Acceptance Date,
or as soon as practicable thereafter (each an "Exchange Date"). The Exchange
Agent will act as agent for tendering Holders for the purpose of receiving MFS
Notes from and transmitting Consent Payments, other cash payments, if any, and
WorldCom Notes to such Holders. If any tendered MFS Notes are not accepted for
any reason set forth in the terms and conditions of the Exchange Offers or if
MFS Notes are submitted for a greater principal amount than the Holder thereof
desires to exchange, such unaccepted or non-exchanged MFS Notes will be returned
without expense to the tendering Holder thereof as promptly as practicable.
The Company anticipates that on the first-occurring Exchange Date, MFS and the
MFS Trustee will execute a supplemental indenture setting forth the Proposed
Amendments in respect of the MFS Notes of each series and the MFS Indenture, as
so supplemented, will become operative upon execution, which may occur on or
prior to the Expiration Date. If a Supermajority Consent with respect to a
series of MFS Notes is received after the first-occurring Acceptance Date and on
or prior to the Expiration Date, the Company anticipates that promptly following
the Expiration Date, MFS and the MFS Trustee will execute an additional
supplemental indenture modifying, in the manner described in the Prospectus, the
term "Change of Control" in the MFS Indenture governing such series. The MFS
Indenture, as additionally supplemented, will become operative upon execution.
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Conditions of the Exchange Offers and Consent Solicitations
Notwithstanding any other provisions of an Exchange Offer or Consent
Solicitation, or any extension of such Exchange Offer or Consent Solicitation,
the Company will not be required to issue WorldCom Notes or make any payments in
respect of any properly tendered MFS Notes or properly given Consents (other
than such MFS Notes previously accepted and exchanged for WorldCom Notes, and
the related Consents), and may terminate such Exchange Offer or Consent
Solicitation or, at its option, modify, extend or otherwise amend such Exchange
Offer or Consent Solicitation with respect to such MFS Notes, if any of the
conditions set forth in sub-paragraphs (a) through (e) of the first paragraph
under the caption "The Exchange Offers--Conditions of the Exchange Offers and
Consent Solicitations" in the Prospectus has not been satisfied prior to the
Exchange Date with respect to such MFS Notes.
If any such conditions are not satisfied with respect to MFS Notes of a
particular series which have not been previously accepted and exchanged for
WorldCom Notes, the Company may (i) terminate the Exchange Offer and the Consent
Solicitation with respect to such MFS Notes and return all such tendered MFS
Notes to the Holders thereof; (ii) extend such Exchange Offer and Consent
Solicitation and retain all such tendered MFS Notes and Consents until the
Expiration Date, as extended, of such Exchange Offer and Consent Solicitation,
subject, however, to the withdrawal rights (if any) of Holders (see the
information in the Prospectus under the captions "The Exchange Offers--
Withdrawal of Tenders" and "The Exchange Offers--Expiration Date; Extensions;
Amendments"); or (iii) waive the unsatisfied conditions with respect to such
Exchange Offer and Consent Solicitation and accept all MFS Notes tendered and
not previously withdrawn or accepted.
The foregoing conditions are for the sole benefit of the Company and may be
waived by the Company, in whole or in part, in its sole discretion. Any
determination made by the Company concerning an event, development or
circumstance described or referred to above shall be conclusive and binding.
Notwithstanding any of the foregoing, at the first-occurring Acceptance Date,
the Company will accept validly tendered MFS 2004 Notes only if a majority in
aggregate principal amount Outstanding of such MFS Notes is validly tendered
(and not validly withdrawn) as of such date (which would result in the issuance
of at least approximately $343.2 million in aggregate principal amount of
WorldCom 2004 Notes at the related Exchange Date) and will accept validly
tendered MFS 2006 Notes only if a majority in aggregate principal amount
Outstanding of such MFS Notes is validly tendered (and not validly withdrawn) as
of such date (which would result in the issuance of at least approximately
$335.9 million in aggregate principal amount of WorldCom 2006 Notes at the
related Exchange Date).
MISCELLANEOUS
As of 10:30 p.m., New York City time, on August 4, 1997, approximately $404.7
million (approximately 51%) and approximately $336.7 million (approximately
37%) of the aggregate Principal Amount Outstanding of MFS 2004 Notes and MFS
2006 Notes, respectively, had been validly tendered for exchange by the Holders
of such MFS Notes. "Principal Amount" means the principal amount at stated
maturity of such MFS Notes as of the date of their original issuance.
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