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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 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) 360-8600
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ITEM 5. OTHER EVENTS.
On August 22, 1997 WorldCom, Inc. (the "Company") announced that it
has successfully completed its concurrent Exchange Offers and Consent
Solicitations, pursuant to which it has accepted all MFS Communications
Company, Inc. ("MFS") senior discount notes validly tendered as of 5:00 p.m.,
New York city time, August 19, 1997. The Company previously received requisite
consents and accepted valid tenders from holders of notes of its MFS subsidiary
as of August 8, 1997 and thereby effected certain amendments to the respective
indentures governing the notes.
The Company received valid tenders and consents from holders of
approximately $780.4 million of principal amount at stated maturity, as of the
date of their original issuance, of 9-3/8% Senior Discount Notes due January
15, 2004 of MFS (or approximately 99.1% of total outstanding), and from holders
of approximately $903.7 million of principal amount at stated maturity, as of
the date of their original issuance, of 8-7/8% Senior Discount Notes due
January 15, 2006 of MFS (or approximately 99.3% of total outstanding),
including those previously accepted and received as of August 8, 1997.
On August 22, 1997, the Company issued a press release relating to the
successful completion of 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
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99.1 Press release dated August 22, 1997
announcing the successful completion of
Exchange Offers and Consent Solicitations
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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 25, 1997
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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99.1 Press release dated August 22, 1997 announcing the
successful completion of Exchange Offers and Consent
Solicitations
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EXHIBIT 99.1
Contact: Investor Relations: Gary Brandt Media: Josh Howell
601-360-8544 601-360-8750
WORLDCOM, INC. ANNOUNCES SUCCESSFUL COMPLETION OF
EXCHANGE OFFERS AND CONSENT SOLICITATIONS
Jackson, Mississippi, August 22, 1997 - WorldCom, Inc. (Nasdaq:WCOM) announced
today that it has successfully completed its concurrent Exchange Offers and
Consent Solicitations, pursuant to which it has accepted all MFS Communications
Company, Inc. (MFS) senior discount notes validly tendered as of 5:00 p.m., New
York City time, on August 19, 1997. The Company previously received requisite
consents and accepted valid tenders from holders of notes of its MFS subsidiary
as of August 8, 1997 and thereby effected certain amendments to the respective
indentures governing the notes.
WorldCom accepted valid tenders and received consents from holders of
approximately $780.4 million of principal amount at stated maturity, as of the
date of their original issuance, of 9-3/8% Senior Discount Notes due January
15, 2004 of MFS (or approximately 99.1% of total outstanding), and from holders
of approximately $903.7 million of principal amount at stated maturity, as of
the date of their original issuance, of 8-7/8% Senior Discount Notes due
January 15, 2006 of MFS (or approximately 99.3% of total outstanding),
including those previously accepted and received as of August 8, 1997.
As previously announced, WorldCom offered to exchange (i) $871.60 principal
amount of its newly issued 9-3/8% Senior Notes due January 15, 2004 (CUSIP
#98155K AD 4) for each $1,000 principal amount at stated maturity, as of the
date of their original issuance, of outstanding 9-3/8% Senior Discount Notes
due January 15, 2004 of MFS, properly tendered, and (ii) $737.91 principal
amount of its newly issued 8-7/8% Senior Notes due January 15, 2006 (CUSIP
#98155K AE 2) for each $1,000 principal amount at stated maturity, as of the
date of their original issuance, of outstanding 8-7/8% Senior Discount Notes
due January 15, 2006 of MFS, properly tendered. As a result of the Exchange
Offers, WorldCom issued an aggregate of approximately $1.347 billion of
principal amount of its newly issued senior notes. Both the Exchange Offers
and the Consent Solicitations were upon the terms and subject to the conditions
set forth in the prospectus, as supplemented, and letters of transmittal
related to the Exchange Offers and the 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.
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