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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): August 5, 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) 360-8600
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ITEM 5. OTHER EVENTS.
On August 5, 1997 WorldCom, Inc. (the "Company") announced that it is
amending the previously announced Exchange Offers and Consent Solicitations
relating to approximately $1.359 billion of debt of its subsidiary, MFS
Communications Company, Inc. ("MFS").
Additionally, the Company announced that it is increasing the consent
solicitation fees it will pay to the holders of MFS notes who consent to
certain amendments to eliminate certain restrictive covenants and to amend
certain other provisions of the respective indentures of the MFS notes.
Further, the Company announced that it is amending the terms of the
Exchange Offers providing for the consummation of the Exchange Offers and the
adoption and effectiveness of the proposed amendments to the respective
indentures of the MFS notes.
In addition, the expiration time of the Exchange Offers and Consent
Solicitations has been extended to 5:00 p.m., New York City time, on August 19,
1997. Withdrawal rights have expired and have not been extended.
On August 5, 1997, the Company issued a press release relating to the
amendment and extension of the Exchange Offers and Consent Solicitations. A
copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
ITEM 7 (c) EXHIBITS.
The following exhibits are filed herewith in accordance with Item 601
of Regulation S-K:
Exhibit No. Description
99.1 Press release dated August 5, 1997 announcing
the amendment of the Exchange Offers and
Consent Solicitations for certain MFS
Communications Company, Inc. Notes
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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
August 5, 1997
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
- ----------- ----------------------
99.1 Press release dated August 5, 1997 announcing the
amendment of the Exchange Offers and Consent
Solicitations for certain MFS Communications Company,
Inc. Notes
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Contact:Investor Relations:Gary Brandt Media:Josh Howell
601-360-8544 601-360-8750
FOR IMMEDIATE RELEASE
WORLDCOM, INC. AMENDS EXCHANGE OFFERS AND CONSENT
SOLICITATIONS FOR CERTAIN MFS COMMUNICATIONS COMPANY, INC.
NOTES
Jackson, Mississippi, August 5, 1997 - WorldCom, Inc. (Nasdaq:WCOM) announced
today that it is amending the previously announced Exchange Offers and Consent
Solicitations relating to approximately $1.359 billion of debt of its
subsidiary, MFS Communications Company, Inc.
The Company stated that it is increasing the consent solicitation fees it will
pay to holders of MFS notes who consent to certain amendments to eliminate
certain restrictive covenants and to amend certain other provisions of the
respective indentures of the MFS notes. Subject to the terms and conditions
contained in the prospectus, prospectus supplement and letters of transmittal
related to the Consent Solicitations and concurrent Exchange Offers, WorldCom
will now pay each holder of MFS notes who gives a valid consent on or prior to
the expiration of the Exchange Offers a cash fee in an amount equal to 0.375
percent of the Accreted Value (as defined in the notes) as of July 15, 1997 of
the MFS 9-3/8 percent senior discount notes due 2004 and 0.75 percent of the
Accreted Value (as defined in the notes) as of July 15, 1997 of the MFS 8-7/8
percent senior discount notes due 2006. All holders whose validly tendered MFS
notes are accepted for exchange will be entitled to the applicable cash fee, as
amended.
WorldCom also is amending the terms of the Exchange Offers and Consent
Solicitations providing for the consummation of the Exchange Offers and the
adoption and effectiveness of the proposed amendments to the respective
indentures of the MFS notes. Subject to the receipt of consents with respect to
a majority in principal amount of both series of MFS notes and the satisfaction
or waiver by WorldCom of any other conditions to the Exchange Offers and
Consent Solicitations, WorldCom may elect to accept validly tendered MFS notes,
and the proposed indenture amendments may become operative, prior to the
expiration of the Exchange Offers. In such event, the Exchange Offer and the
Consent Solicitation with respect to any MFS notes that were not previously
tendered or accepted will remain open to all holders of such MFS notes until
the expiration date. WorldCom notes will be delivered and consent solicitation
fees and other cash payments, if any, will be made, with respect to validly
tendered MFS notes that have been accepted by the
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Company, on the third business day following the Company's acceptance of such
validly tendered MFS notes, or as soon as practicable thereafter.
The expiration time of the Exchange Offers and Consent Solicitations has been
extended to 5:00 p.m., New York City time, on August 19, 1997. Withdrawal
rights have expired and have not been extended.
According to a preliminary count by the Company's exchange agent, Harris Trust
and Savings Bank, as of 10:30 p.m. EST on August 4, 1997, approximately $404.7
million (approximately 51 percent) and $336.7 million (approximately 37
percent) aggregate principal amount at stated maturity, as of the date of their
original issuance, of MFS 9-3/8 percent notes and MFS 8-7/8 percent notes,
respectively, had been validly tendered for exchange by the holders of such
notes. The obligations of WorldCom to consummate the respective Exchange Offer
with respect to either series of MFS notes is conditioned upon, among other
things, receipt of consents from holders of a majority in aggregate principal
amount outstanding of MFS notes of each series.
In the Exchange Offers, the Company is offering to exchange $686,402,000 newly
issued 9-3/8 percent senior notes due January 15, 2004 for any and all of the
outstanding 9-3/8 percent senior discount notes due January 15, 2004 of MFS and
$671,849,000 newly issued 8-7/8 percent senior notes due January 15, 2006 for
any and all outstanding 8-7/8 percent senior discount notes of MFS due January
15, 2006.
The terms of the Exchange Offers and Consent Solicitations are contained in
WorldCom's prospectus and consent solicitation dated July 3, 1997, as
supplemented by a supplement dated August 5, 1997, and the related letters of
transmittal and consent. The prospectus supplement will be mailed to all
holders of MFS notes. Tenders of MFS notes may not be withdrawn, nor may the
related consents be revoked, unless the applicable Exchange Offer is extended
and contains new terms materially adverse to those holders who had previously
tendered the MFS notes.
Salomon Brothers Inc and Goldman, Sachs & Co. are the dealer managers for the
Exchange Offers and Consent Solicitations.
WorldCom is a global business telecommunications company. Operating in more
than 50 countries, the Company is a premier provider of facilities-based and
fully integrated local, long distance, international and Internet services.
WorldCom subsidiary, UUNET Technologies, Inc., is the world's largest provider
of Internet services. WorldCom's World Wide Web address is http://www.wcom.com.
The common and depositary shares of WorldCom trade on the Nasdaq National
Market (U.S.) under the symbol WCOM and WCOMP, respectively.
The Exchange Offers and Consent Solicitations are made solely by the prospectus
and consent solicitation dated July 3, 1997, as supplemented by a supplement
dated August 5, 1997, the related letters of transmittal and consent, and any
amendments or supplements thereto. Copies of the prospectus, as supplemented
and transmittal materials can be obtained from MacKenzie Partners, Inc., the
information agent for the Exchange Offers and Consent Solicitations, at the
following address:
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MacKenzie Partners
156 Fifth Avenue
New York, New York, 10010
(212) 929-5500 (collect)
(800) 322-2885 (toll free)
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell WorldCom notes or MFS notes. The Exchange Offers and Consent
Solicitations are not being made to, nor will tenders be accepted from, or on
behalf of, holders of MFS notes in any jurisdiction in which the making of the
Exchange Offers and Consent Solicitations or the acceptance thereof would not
be in compliance with the laws of such jurisdiction. In any jurisdiction where
securities, blue sky laws or other laws require the Exchange Offers and Consent
Solicitations to be made by a licensed broker or dealer, the Exchange Offers
and Consent Solicitations will be deemed to be made on behalf of WorldCom by
the dealer managers or one or more registered brokers or dealers licensed under
the laws of such jurisdiction.
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