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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 22, 1997
WORLDCOM, INC.
(Exact Name of Registrant as Specified in its Charter)
Georgia 0-11258 58-1521612
(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification Number)
Incorporation)
515 East Amite Street
Jackson, Mississippi 39201-2702
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (601) 360-8671
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ITEM 5. OTHER EVENTS.
On May 22, 1997, WorldCom, Inc. ("WorldCom" or the "Company") entered into
Amendment No. 1 to Rights Agreement by and between the Company and The Bank of
New York, as Rights Agent. The amendment redefines the the term, "Final
Expiration Date" contained in the Rights Agreement (dated as of August 25,
1996) as September 6, 2001 versus the previous date of September 6, 2006 and
further provides that such expiration date shall not be extended without
shareholder approval.
ITEM 7 (c) EXHIBITS.
The following exhibits are filed herewith in accordance with Item 601 of
Regulation S-K:
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Exhibit No. Description
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4.1 Rights Agreement, dated as of August 25, 1996 between
WorldCom, Inc. 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 Right Certificate as
Exhibit B and the Summary of Preferred Stock Purchase
Rights as Exhibit C
4.2 Amendment No. 1 To Rights Agreement dated as of May
22, 1997 by and between WorldCom, Inc. and The Bank of
New York, as Rights Agent
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WORLDCOM, INC.
By: /s/ Scott D. Sullivan
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Scott D. Sullivan
Chief Financial Officer
June 6, 1997
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EXHIBIT INDEX
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<S> <C>
Exhibit 4.1 Rights Agreement, dated as of August 25, 1996 between
WorldCom, Inc. 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 Right
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) filed by WorldCom on
August 26, 1996 (File No. 0-11258))
Exhibit 4.2 Amendment No. 1 to Rights Agreement dated as of May 22,
1997 by and between WorldCom, Inc. and The Bank of New
York, as Rights Agent
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EXHIBIT 4.2
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This Amendment No. 1 to Rights Agreement is entered into as of May
22, 1997, by and between WorldCom, Inc. (the "Company") and The Bank of New
York, as Rights Agent.
WHEREAS, the Company and the Rights Agent entered into a Rights
Agreement dated as of August 25, 1996 (the "Rights Agreement"); and
WHEREAS, the Company desires to amend the Rights Agreement in
accordance with Section 27 of said Rights Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. Section 7(a) of the Rights Agreement is hereby amended by deleting
the last sentence thereof and inserting the following at the end of Section
7(a):
The "Final Expiration Date," as used in this Agreement, shall be September
6, 2001. The Final Expiration Date of this Agreement shall not be extended
beyond September 6, 2001, unless such extension has been approved by the
affirmative vote of the holders of a majority of the votes entitled to be
cast with respect thereto by all voting groups entitled to vote thereon,
voting as a single class, at a meeting at which a quorum of such
shareholders is represented.
2. This Amendment No. 1 to Rights Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
IN WITNESS HEREOF, the parties hereto have caused this Amendment No.
1 to Rights Agreement to be duly executed, as of the day and year first above
written.
WORLDCOM, INC.
By: /s/ CHARLES T. CANNADA
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Name: Charles T. Cannada
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Senior Vice President and
Title: Assistant Secretary
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THE BANK OF NEW YORK
By: /s/ JOHN I. SIVERTSEN
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Name: John I. Sivertsen
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Title: Vice President
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