SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
Able Telcom Holding Corp.
- ----------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.001 per share
- ----------------------------------------------------------------------------
(Title of Class and Securities)
003712304
- ----------------------------------------------------------------------------
(CUSIP Number)
Charles T. Cannada
Senior Vice-President--Corporate Development
WorldCom, Inc.
515 East Amite Street
Jackson, Mississippi 39201-2702
(601) 360-8600
- ----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 27, 1998
- ----------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Statement because of
Rule 13d-1(b)(3) or (4), check the following: |_|
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
(Continued on following pages)
CUSIP No. 003712304 13D
- ----------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
WorldCom, Inc.
58-1521612
- ----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)|_|
(b)|X|
- ----------------------------------------------------------------------------
3. SEC USE ONLY
- ----------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC
- ----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
|_|
- ----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
- ----------------------------------------------------------------------------
7. SOLE VOTING POWER
NONE
NUMBER OF ----------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 1,817,941
OWNED BY ----------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING NONE
PERSON ----------------------------------------------------
WITH 10. SHARED DISPOSITIVE POWER
1,817,941
- ----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,817,941
- ----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
|_|
- ----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.26%
- ----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- ----------------------------------------------------------------------------
CUSIP No. 003712304 13D
- ----------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
MFS Communications Company, Inc.
- ----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b)|X|
- ----------------------------------------------------------------------------
3. SEC USE ONLY
- ----------------------------------------------------------------------------
4. SOURCE OF FUNDS
AF
- ----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
|_|
- ----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF NONE
SHARES ----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 1,817,941
EACH ----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON NONE
WITH ----------------------------------------------------
10. SHARED DISPOSITIVE POWER
1,817,941
- ----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,817,941
- ----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|_|
- ----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.26%
- ----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- ----------------------------------------------------------------------------
Item 1. Security and Issuer.
This statement relates to the shares of common stock, par value
$.001 per share (the "Common Stock"), of Able Telcom Holding Corp., a
Florida corporation (the "Issuer"). The address of the principal executive
offices of the Issuer is 1601 Forum Place, Suite 1110, West Palm Beach,
Florida 33401.
Item 2. Identity and Background.
(a) - (c) and (f). This statement is being filed by WorldCom,
Inc. ("WorldCom") and MFS Communications Company, Inc. ("MFS" and together
with WorldCom, the "Reporting Persons"). WorldCom is organized as a
corporation under the laws of the State of Georgia, and its principal
business address is 515 East Amite Street, Jackson, Mississippi 39201-2702.
WorldCom provides telecommunications services to business, government,
telecommunication companies and consumer customers, through its networks of
fiber optic cables, digital microwave, and fixed and transportable
satellite earth stations.
MFS is organized as a corporation under the laws of the State of
Delaware, and its business address is 515 East Amite Street, Jackson,
Mississippi, 39201-2702. MFS is a wholly owned subsidiary of WorldCom.
For certain information related to certain executive officers and
directors of WorldCom and designees of MCI Communications Corporation to
WorldCom's Board of Directors, see Annex A attached hereto and incorporated
herein by reference. To the best of WorldCom's knowledge, the executive
officers and directors and designees listed in Annex A do not beneficially
own any shares of the Common Stock. In the event that WorldCom becomes
aware that any such individuals are holders of the Common Stock, an
amendment will be filed.
(d) and (e). During the last five years, neither WorldCom nor MFS
and, to the best knowledge of WorldCom and MFS, none of the executive
officers or directors of WorldCom or MFS has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii)
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or State securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
As more fully described in Item 4 below, pursuant to Section 17
of the Merger Agreement (as defined below), MFS was granted an option to
purchase 2,000,000 newly issued shares of the Common Stock at a price of
$7.00 per share (the "Option"), subject to the limitation that MFS shall
exercise the Option on a "cashless" basis rather than for cash to the
extent necessary to ensure that the actual number of shares of Common Stock
issued to it will not exceed 1,817,941. Assuming that the Option were to be
exercised solely for cash to the maximum extent permitted, an aggregate of
approximately $12,725,587 would be needed. Any such funds are expected to
come from the working capital of WorldCom, which could include borrowings
under one or more of its working capital facilities.
Item 4. Purpose of Transaction.
On April 27, 1998, an Agreement and Plan of Merger (the "Merger
Agreement") by and among the Issuer, its subsidiary MFS Acquisition Corp.
("Buyer"), MFS and its subsidiary MFS Network Technologies, Inc. ("MFS
Network") became effective upon delivery to MFS of the required deposit
thereunder. Pursuant to the Merger Agreement and subject to terms and
conditions set forth therein, MFS Network will merge with and into Buyer
(the "Merger") with Buyer continuing as a surviving corporation.
Pursuant to Section 17 of the Merger Agreement, the Issuer
granted MFS the Option. The Option may be exercised by MFS in whole or in
part and from time to time by delivery of a notice to the Issuer during the
six month period commencing with the earlier to occur (i) the Merger or
(ii) termination of the Merger Agreement. The Merger Agreement may be
terminated by mutual agreement of the parties or by either party if the
Merger does not occur on or prior to May 31, 1998, unless the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 shall
not have expired or been terminated on or prior to such date, in which
event, if the Merger does not occur on or prior to June 30, 1998; provided,
that the Issuer shall have the option to extend the closing period until on
or prior to July 31, 1998 if it shall have timely made an additional
deposit and certain other payments contemplated under the Merger Agreement.
MFS may exercise some or all of the Option for a cash exercise
price of $7.00 per share (subject to adjustment for stock splits or
combinations and similar events) and may exercise some or all of the Option
on a "cashless" basis pursuant to which MFS receives shares of Common Stock
with a "market value" equal to the aggregate "spread" for the shares as to
which the Option is being exercised; provided, that MFS shall exercise the
Option on a "cashless" basis rather than for cash to the extent necessary
to ensure that the actual number of shares of Common Stock issued to it
shall not exceed 1,817,941, which is the maximum number of shares of Common
Stock that the Issuer has represented may be issued by the Issuer to MFS
without obtaining shareholder approval under NASDAQ's shareholder approval
policy.
Section 17 of the Merger Agreement also provides that the Issuer
will promptly after the date thereof file with the Securities and Exchange
Commission (the " Commission") a registration statement to register on a
"shelf" basis the resale by MFS of any shares of Common Stock purchased by
it pursuant to the Option until they could be sold by MFS on an
unrestricted basis under Rule 144 without regard to volume limitations (the
"Registration Term") and will use its best efforts to have such
registration statement declared effective as promptly as possible and to
maintain the effectiveness of such registration statement throughout the
Registration Term .
In the event that MFS exercises the Option in whole or in part
and whether for cash or on a "cashless" exercise basis, it will be entitled
to designate Frederick W. Weidinger or another representative of MFS
reasonably acceptable to the Issuer to serve on the Issuer's Board of
Directors for so long as MFS retains shares of Common Stock purchased
pursuant to the Option aggregating at least 5% of Common Stock then
outstanding.
Section 17 of the Merger Agreement is attached hereto as Exhibit
I and is incorporated by reference herein. The foregoing summary does not
purport to be complete and is qualified in its entirety by reference to
such exhibit.
Except as otherwise set forth in this Item 4, neither WorldCom
nor MFS has any present plans or proposals which relate to or would result
in (i) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer; (ii) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; (iii) a sale
or transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (iv) any change in the present Board of Directors or
management of the Issuer; (v) any material change in the present
capitalization or dividend policy of the Issuer or any other material
change in the Issuer's business or corporate structure; (vi) any other
material change in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person; (vii) causing the Common Stock to
cease to be authorized to be quoted or the National Market System of the
National Association of Securities Dealers Automated Quotation System;
(viii) the Common Stock becoming eligible for termination of registration
pursuant to Section 12(g) (4) of the Securities Exchange Act of 1934, as
amended; or (ix) any action similar to any of those actions set forth in
this Paragraph involving the Issuer or the Common Stock.
The Reporting Persons reserve the right to acquire or dispose of
Common Stock or to formulate other purposes, plans or proposals regarding
the Common Stock held by the Reporting Persons to the extent permitted
under the securities laws and deemed advisable in light of general
investment policies, market conditions and other factors.
Item 5. Interest in Securities of the Issuer.
(a) and (b) The Reporting Persons may be deemed to beneficially
own 1,817,941 shares of Common Stock, representing approximately 16.26% of
the outstanding shares of Common Stock of the Issuer set forth below (on
the basis of 11,182,765 shares of Common Stock of the Issuer issued and
outstanding as reported in the Issuer's Form 10-Q, filed with the
Commission on March 23, 1998, including for this purpose 1,817,941 shares
issuable pursuant to the Option). When and if MFS exercises the Option, MFS
and WorldCom will share the voting and investment power with respect
thereto.
(c) Other than the transactions described in Item 4 of this
Schedule 13D, there were no transactions in the Common Stock by WorldCom or
MFS during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
See Items 2, 3, 4, and 5 above. MFS has entered into the Merger
Agreement, Section 17 of which has been filed as Exhibit I to this Schedule
13D and is hereby incorporated by reference.
Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons
named in Item 2 or between such persons and any other person with respect
to any securities of the Issuer, including but not limited to, transfer or
voting of any such securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit I - Section 17 of the Agreement and Plan of Merger,
dated as of April 26, 1998, among MFS Acquisition
Corp., Able Telcom Holding Corp., MFS Network
Technologies, Inc. and MFS Communications Company,
Inc.
The undersigned hereby agree that this statement is filed on behalf
of each of the Reporting Persons.
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Date: May 7, 1998
WORLDCOM, INC.
By: /s/ Charles T. Cannada
--------------------------------
Name: Charles T. Cannada
Title: Senior Vice President
MFS COMMUNICATIONS COMPANY, INC.
By: /s/ Charles T. Cannada
--------------------------------
Name: Charles T. Cannada
Title: Director
ANNEX A
I. WorldCom, Inc. Listed below are the names, business addresses,
positions held with the Company and principal occupations of the current
directors and executive officers of WorldCom, Inc. and of the individuals
who have been designated by the Board of Directors of MCI Communications
Corporation ("MCI") to become directors of WorldCom, Inc. in the event that
WorldCom's contemplated merger with MCI is completed. Each of the persons
listed below is a United States citizen.
Current Directors and Executive Officers of WorldCom, Inc.
<TABLE>
<CAPTION>
Position with
Name Address Company Principal Occupation
---- ------- ------------- --------------------
<S> <C> <C> <C>
James C. Allen 515 East Amite Street Director Director, Metronet
Jackson, Mississippi 39201- Communications Corp.
2702 and Verio Inc.
Carl J. Aycock Master Corporation Director Self-employed as a
123 South Railroad Avenue, financial administrator
Brookhaven, Massachusetts
39601
Max E. Bobbitt Metromedia China Corporation Director President and Chief
110 E. 42nd Street Executive Officer of
Suite 1501 Metromedia China
New York, New York 10017 Corporation
Stephen M. Case America Online, Inc. Director Chairman of the Board
22000 AOL Way, of Directors and Chief
Dulles, Virginia 20166-9323 Executive Officer of
America Online, Inc.
Bernard J. Ebbers 515 East Amite Street Director, President and Chief
Jackson, Mississippi 39201- President and Executive Officer of
2702 Chief Executive WorldCom, Inc.
Officer
Francesco Galesi The Galesi Group Director Chairman and Chief
435 East 52nd Street Executive Officer,
New York, New York 10022 The Galesi Group
Stiles A. Kellett, Jr. Kellett Investment Corp. Director Chairman, Kellett
200 Galleria Parkway, Investment Corp.
Suite 1800
Atlanta, Georgia 30339
John A. Porter Integra Funding Director Chairman of the Board
295 Bay Street, Suite 2 of Directors and Chief
Easton, Maryland 21601 Executive Officer,
Industrial Electric
Manufacturing, Inc.
John W. Sidgmore UUNET Technologies, Inc. Director, Vice Vice Chairman of the
3060 Williams Drive Chairman of the Board and Chief
Fairfax, Virginia 22031 Board and Chief Operations Officer,
Operations WorldCom, Inc.
Officer
Scott D. Sullivan 515 East Amite Street Director, Chief Chief Financial
Jackson, Mississippi 39201- Financial Officer and
2702 Officer and Secretary,
Secretary WorldCom, Inc.
Lawrence C. Tucker Brown Brothers Harriman & Co. Director General Partner, Brown
59 Wall Street Brothers Harriman & Co.
New York, New York 10005
</TABLE>
Designees of the MCI Board of Directors
<TABLE>
<CAPTION>
Position with
Name Address Company Principal Occupation
---- ------- ------------- --------------------
<S> <C> <C> <C>
Clifford L. Alexander, Alexander & Associates Director President of Alexander
Jr. 400 C Street, N.E. & Associates
Washington, D.C. 20002
Judith Areen Georgetown University Law Director Executive Vice President
Center for Law Center Affairs
600 New Jersey Ave., N.W. and Dean of the Law
Washington, D.C. 20001 Center, Georgetown
University
Gordon S. Macklin White River Corporation Director Chairman, White River
Two Gannett Drive Corporation
Suite 200
White Plains, NY 10604
Timothy F. Price MCI Communications Director President and Chief
Corporation Operating Officer of
1801 Pennsylvania Ave., N. W. MCI Communications
Washington, D.C.20006 Corporation
Bert C. Roberts, Jr. MCI Communications Director Chairman of the Board
Corporation of MCI Communications
1801 Pennsylvania Ave., N. W. Corporation
Washington, D.C.20006
Gerald H. Taylor MCI Communications Director Chief Executive Officer
Corporation of MCI Communications
1801 Pennsylvania Ave., N. W. Corporation
Washington, D.C.20006
</TABLE>
II. MFS Communications Company, Inc. The only directors and
executive officers of MFS Communications Company, Inc. are the following
employees of WorldCom, Inc: (i) Mr. Ebbers, whose required information is
set forth above and who is a director and President and Chief Executive
Officer of MFS Communications Company, Inc.; (ii) Mr. Sullivan, whose
required information is set forth above and who is Secretary, Treasurer and
CEO of MFS Communications Company, Inc.; (iii) Mr. Sidgmore, whose required
information is set forth above and who is a director and Chief Operating
Officer of MFS Communications Company, Inc.; (iv) Charles T. Cannada, whose
address is 515 East Amite Street, Jackson, Mississippi 39201-2702, whose
position with WorldCom, Inc. is Senior Vice-President--Corporate
Development and who is a director of MFS Communications Company, Inc.
EXHIBIT INDEX
Item 7. Material to be Filed as Exhibits
Exhibit I - Section 17 of the Agreement and Plan of Merger,
dated as of April 26, 1998, among MFS Acquisition
Corp., Able Telcom Holding Corp., MFS Network
Technologies, Inc. and MFS Communications Company,
Inc.
EXHIBIT I
Set forth below is the text of Section 17 of the Agreement and
Plan of Merger, dated as of April 26, 1998, among MFS Acquisition Corp.,
Able Telcom Holding Corp., MFS Network Technologies, Inc. and MFS
Communications Company, Inc. References therein to "MFS" are to MFS
Communications Company, Inc. and to "Parent' are to Able Telcom Holding
Corp.
17. PARENT STOCK OPTION.
A. GRANT AND EXERCISE PRICE. Parent hereby grants to MFS an option (the
"Option") to purchase 2,000,000 newly issued shares of Parent's common
stock (the "Parent Common Stock"). The Option may be exercised by MFS in
whole or in part and from time to time by delivery of a notice to Parent
complying with Section 18d during the period commencing with the earlier to
occur of the Merger or the termination of this Agreement pursuant to
Section 11 and continuing through 5:00 PM, Eastern time, on the date six
months following the first day of such period. The Option may not be
transferred other than to an affiliate of MFS without Parent's written
consent.
B. METHOD OF EXERCISE. At its election, MFS may exercise some or all of
the Option for a cash exercise price of $7.00 per share (subject to
adjustment for stock splits or combinations and similar events) and may
exercise some or all of the Option on a "cashless" basis pursuant to which
MFS receives shares of Parent Common Stock with a "market value" equal to
the aggregate "spread" for the shares as to which the Option is being
exercised; provided, that MFS shall exercise the Option on a "cashless"
basis rather than for cash to the extent necessary to ensure that the
actual number of shares of Parent Common Stock issued to it shall not
exceed 1,817,941, which is the maximum number of shares of Parent Common
Stock that Parent represents and warrants may be issued by it to MFS
without obtaining shareholder approval under NASDAQ's shareholder approval
policy. For such purposes, the "market value" per share will equal the
average of the closing "bid" and "asked" prices for Parent's common stock
as reported by NASDAQ over the ten trading day period preceding the date of
exercise and the "spread" per share will equal the excess, if any, of the
"market value" over $7.00 (subject to adjustment for stock splits or
combinations and similar events).
C. REGISTRATION. Parent will promptly after the date of this Agreement
file with the Securities and Exchange Commission a registration statement
to register on a "shelf" basis the resale by MFS of any shares of Parent
Common Stock purchased by it pursuant to the Option until they could be
sold by MFS on an unrestricted basis under Rule 144 without regard to
volume limitations (the "Registration Term"). Parent will use its best
efforts to have such registration statement declared effective by the SEC
as promptly as possible and to maintain the effectiveness of such
registration statement throughout the Registration Term.
D. BOARD REPRESENTATION. In the event that MFS exercises the Option in
whole or in part and whether for cash or on a "cashless" exercise basis, it
shall be entitled to designate Frederick W. Weidinger or, if he shall be
unable to serve, another individual reasonably acceptable to Parent as a
representative of MFS to serve on Parent's Board of Directors for so long
as MFS retains shares of Parent Common Stock purchased pursuant to the
Option aggregating at least 5% of Parent's then-outstanding shares of
Parent Common Stock.
