<PAGE> 1
As filed with the Securities and Exchange Commission on January 28, 1998
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-----------------------
WORLDCOM, INC.
(Exact name of registrant as specified in its charter)
GEORGIA 58-1521612
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
515 EAST AMITE STREET
JACKSON, MISSISSIPPI 39201-2702
(Address, including zip code,
of registrant's principal executive offices)
WORLDCOM/ANS OPTION PLAN
- -------------------------------------------------------------------------------
(Full title of the plan(s))
P. BRUCE BORGHARDT, ESQ.
WORLDCOM, INC.
10777 SUNSET OFFICE DRIVE, SUITE 330
ST. LOUIS, MISSOURI 63127
(314) 909-4100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities to Amount to be registered offering price per aggregate offering Amount of registration
be registered share(1) price(1) fee
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, $0.01 par
value, and associated 2,090,000 $11.5072 $24,050,023 $7,095
preferred stock purchase shares(3)
rights(2)
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ------------------------
(1) Computed pursuant to Rule 457(c) and Rule 457(h) solely for the
purpose of determining the registration fee. Proposed maximum offering
price represents (i) the weighted average price per share based on the
exercise price of stock options already granted and (ii) the average
high and low reported market price of the Registrant's Common Stock
reported on the Nasdaq National Market on January 21, 1998 with
respect to securities for which options have not been granted.
(2) Each share of Common Stock also represents one preferred stock
purchase right. Preferred stock purchase rights cannot trade
separately from the underlying common stock and, therefore, do not
carry a separate price or necessitate an additional filing fee.
(3) This Registration Statement also covers such additional shares of
Common Stock as may be issuable pursuant to antidilution provisions.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
by WorldCom, Inc. ("WorldCom" or the "Company") (formerly Resurgens
Communications Group, Inc.) under File No. 0-11258 (formerly File No. 1-10415)
pursuant to the Exchange Act are incorporated herein by reference:
(a) (1) WorldCom's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 (the "WorldCom 1996 Form 10-K");
(2) WorldCom's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997; June 30, 1997 and September 30, 1997;
(3) WorldCom's Current Reports on Form 8-K dated August 25, 1996
(filed August 26, 1996 and as amended on Form 8-K/A filed
November 4, 1996 and November 20, 1996 and December 19, 1997),
December 31, 1996 (filed January 15, 1997), March 18, 1997 (filed
March 24, 1997), March 26, 1997 (filed April 2, 1997) May 22,
1997 (filed June 6, 1997), June 30, 1997 (filed July 7, 1997),
August 5, 1997 (filed August 5, 1997), August 8, 1997 (filed
August 11, 1997), August 22, 1997 (filed August 25, 1997), August
28, 1997 (filed September 10, 1997), September 7, 1997 (filed
September 17, 1997), October 1, 1997 (filed October 2, 1997),
October 3, 1997 (filed October 3, 1997), October 9, 1997 (filed
October 10, 1997), October 10, 1997 (filed October 14, 1997),
October 14, 1997 (filed October 14, 1997), October 15, 1997
(filed October 16, 1997), October 16, 1997 (filed October 17,
1997), October 23, 1997 (filed October 23, 1997), October 31,
1997 (filed November 3, 1997) and November 9, 1997 (filed
November 12, 1997 and as amended on Form 8-K/A-1 filed
January 27, 1998 and Form 8-K/A-2 January 28, 1998);
(4) the description of WorldCom's (formerly Resurgens') Common Stock
as contained in Item 1 of Resurgens' Registration Statement on
Form 8-A dated December 12, 1989, as updated by the descriptions
contained in WorldCom's Registration Statement on Form S-4 (File
No. 333-16015), as declared effective by the Commission on
November 14, 1996, which includes the Joint Proxy
Statement/Prospectus dated November 14, 1996 with respect to
WorldCom's Special Meeting of Shareholders held on December 20,
1996, under the following captions: "Description of WorldCom
Capital Stock" and "Comparative Rights of Shareholders";
(5) the description of WorldCom's Preferred Stock Purchase Rights
contained in WorldCom's Registration Statement on Form 8-A dated
August 26, 1996, as updated by WorldCom's Current Report on Form
8-K dated May 22, 1997 (filed June 6, 1997); and
(6) the descriptions of the WorldCom Series A 8% Cumulative
Convertible Preferred Stock ("WorldCom Series A Preferred
Stock"), the WorldCom Series B Convertible Preferred Stock
("WorldCom Series B Preferred Stock") and the WorldCom Depositary
Shares ("WorldCom Depositary Shares") contained in WorldCom's
Registration Statements on Form 8-A dated November 13, 1996.
All documents filed by WorldCom with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated herein by reference, shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document incorporated or
deemed to be incorporated by reference, which statement is also incorporated
2
<PAGE> 3
herein by reference, modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 14-2-202(b)(4) of the Georgia Business Corporation Code (the
"Georgia Code") provides that a corporation's articles of incorporation may
include a provision that eliminates or limits the personal liability of
directors for monetary damages to the corporation or its shareholders for any
action taken, or any failure to take any action, as a director, provided,
however, that the Section does not permit a corporation to eliminate or limit
the liability of a director for appropriating, in violation of his or her
duties, any business opportunity of the corporation, for acts or omissions
including intentional misconduct or a knowing violation of law, receiving from
any transaction an improper personal benefit, or voting for or assenting to an
unlawful distribution (whether as a dividend, stock repurchase or redemption, or
otherwise) as provided in Section 14-2-832 of the Georgia Code. Section
14-2-202(b)(4) also does not eliminate or limit the rights of WorldCom or any
shareholder to seek an injunction or other nonmonetary relief in the event of a
breach of a director's duty to the corporation and its shareholders.
Additionally, Section 14-2-202(b)(4) applies only to claims against a director
arising out of his or her role as a director, and does not relieve a director
from liability arising from his or her role as an officer or in any other
capacity.
The provisions of Article Ten of WorldCom's Second Amended and Restated
Articles of Incorporation are similar in all substantive respects to those
contained in Section 14-2-202(b)(4) of the Georgia Code as outlined above.
Article Ten further provides that the liability of directors of WorldCom shall
be limited to the fullest extent permitted by amendments to Georgia law.
Sections 14-2-850 to 14-2-859, inclusive, of the Georgia Code govern
the indemnification of directors, officers, employees, and agents. Section
14-2-851 of the Georgia Code permits indemnification of a director of WorldCom
for liability incurred by him or her in connection with any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (including, subject to certain limitations, civil actions
brought as derivative actions by or in the right of WorldCom) in which he or she
is made a party by reason of being a director of WorldCom and of directors who,
at the request of WorldCom, act as directors, officers, partners, trustees,
employees or agents of another foreign or domestic corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise. The Section
permits indemnification if the director acted in good faith and reasonably
believed (a) in the case of conduct in his or her official capacity, that such
conduct was in the best interests of the corporation, (b) in all other cases
other than a criminal proceeding, that such conduct was at least not opposed to
the best interests of the corporation, and (c) in the case of a criminal
proceeding, that he or she had no reasonable cause to believe his or her conduct
was unlawful. If the required standard of conduct is met, indemnification may
include judgments, settlements, penalties, fines or reasonable expenses
(including attorneys' fees) incurred with respect to a proceeding.
A Georgia corporation may not indemnify a director under Section
14-2-851 (i) in connection with a proceeding by or in the right of the
corporation, except for reasonable expenses incurred by such director in
connection with the proceeding provided it is determined that such director met
the relevant standard of conduct set forth above, or (ii) in connection with any
proceeding with respect to conduct for which such director was adjudged liable
on the basis that he or she received an improper personal benefit.
Prior to indemnifying a director under Section 14-2-851 of the Georgia
Code, a determination must be made that the director has met the relevant
standard of conduct. Such determination must be made by: (i) a majority vote of
a quorum
3
<PAGE> 4
consisting of directors not at that time parties to the suit; (ii) a
duly designated committee of directors; (iii) duly selected special legal
counsel; or (iv) a vote of the shareholders, excluding shares owned by or voted
under the control of directors who are at the time parties to the suit.
A Georgia corporation may, before final disposition of a proceeding,
advance funds to pay for or reimburse the reasonable expenses incurred by a
director who is a party to a proceeding because he or she is a director,
provided that such director delivers to the corporation a written affirmation of
his or her good faith belief that he or she met the relevant standard of conduct
described in Section 14-2-851 of the Georgia Code, or that the proceeding
involves conduct for which such director's liability has been properly
eliminated by action of the corporation, and a written undertaking by the
director to repay any funds advanced if it is ultimately determined that such
director was not entitled to such indemnification. Section 14-2-852 of the
Georgia Code provides that directors who are successful with respect to any
claim brought against them, which claim is brought because they are or were
directors of WorldCom, are entitled to mandatory indemnification against
reasonable expenses incurred in connection therewith.
The Georgia Code also allows a Georgia corporation to indemnify
directors made a party to a proceeding without regard to the above-referenced
limitations, if authorized by the articles of incorporation or a bylaw,
contract, or resolution duly adopted by a vote of the shareholders of the
corporation by a majority of votes entitled to be cast, excluding shares owned
or voted under the control of the director or directors who are not
disinterested, and to advance funds to pay for or reimburse reasonable expenses
incurred in the defense thereof, subject to restrictions similar to the
restrictions described in the preceding paragraph; provided, however, that the
corporation may not indemnify a director adjudged liable (1) for any
appropriation, in violation of his or her duties, of any business opportunity of
WorldCom, (2) for acts or omissions which involve intentional misconduct or a
knowing violation of law, (3) for unlawful distributions under Section 14-2-832
of the Georgia Code, or (4) for any transaction in which the director obtained
an improper personal benefit.
Section 14-2-857 of the Georgia Code provides that an officer of
WorldCom (but not an employee or agent generally) who is not a director has the
mandatory right of indemnification granted to directors under Section 14-2-852,
as described above. In addition, WorldCom may, as provided by WorldCom's Second
Amended and Restated Articles of Incorporation, WorldCom's Bylaws, general or
specific actions by its board of directors or contract, indemnify and advance
expenses to an officer, employee or agent who is not a director to the extent
that such indemnification is consistent with public policy.
The indemnification provisions of Article X of WorldCom's Bylaws and
Article Eleven of WorldCom's Second Amended and Restated Articles of
Incorporation are consistent with the foregoing provisions of the Georgia Code.
However, WorldCom's Second Amended and Restated Articles of Incorporation
prohibit indemnification of a director who did not believe in good faith that
his or her actions were in, or not contrary to, WorldCom's best interests.
WorldCom's Bylaws extend the indemnification available to officers under the
Georgia Code to employees and agents.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to such provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in such Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Reference is made to the Exhibit Index.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
4
<PAGE> 5
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement; notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end
of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)
(ii) do not apply if the registration statement is on
Form S-3 or Form S-8, and the information required to
be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with
or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrants annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan=s annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than payment by the registrant
or expenses incurred or paid by a director, officer, or controlling person of
the registrant in the successful defense of any action, suit, or proceeding) is
asserted by such director, officer, or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
5
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it is has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Jackson, State of Mississippi on January 27, 1998.
WORLDCOM, INC.
By: /s/ Scott D. Sullivan
------------------------
Scott D. Sullivan
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Bernard J. Ebbers, John W. Sidgmore, Scott D. Sullivan, and Charles T. Cannada,
and each of them (with full power to each of them to act alone), his true and
lawful attorneys in fact and agents for him and on his behalf and in his name,
place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with exhibits and any and all other documents filed with respect
thereto, with the Securities and Exchange Commission (or any other governmental
or regulatory authority), granting unto said attorneys, and each of them, full
power and authority to do and to perform each and every act and thing requisite
and necessary to be done in and about the premises in order to effectuate the
same as fully to all intents and purposes as he himself might or could do if
personally present, hereby ratifying and confirming all that said attorneys in
fact and agents, or any of them, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Carl J. Aycock Director January 27, 1998
- --------------------------------------------
Carl J. Aycock
/s/ Max E. Bobbitt Director January 27, 1998
- --------------------------------------------
Max E. Bobbitt
/s/ Bernard J. Ebbers Director, President and January 27, 1998
- -------------------------------------------- Chief Executive Officer
Bernard J. Ebbers (Principal Executive Officer)
/s/ Francesco Galesi Director January 27, 1998
- --------------------------------------------
Francesco Galesi
</TABLE>
6
<PAGE> 7
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Richard R. Jaros Director January 27, 1998
- --------------------------------------------
Richard R. Jaros
/s/ Stiles A. Kellett, Jr. Director January 27, 1998
- --------------------------------------------
Stiles A. Kellett, Jr.
/s/ David C. McCourt Director January 27, 1998
- --------------------------------------------
David C. McCourt
/s/ John A. Porter Director January 27, 1998
- --------------------------------------------
John A. Porter
/s/ John W. Sidgmore Director January 27, 1998
- --------------------------------------------
John W. Sidgmore
/s/ Scott D. Sullivan Director and Chief Financial January 27, 1998
- -------------------------------------------- Officer (Principal Financial
Scott D. Sullivan Officer and Principal
Accounting Officer)
/s/ Lawrence C. Tucker Director January 27, 1998
- --------------------------------------------
Lawrence C. Tucker
</TABLE>
7
<PAGE> 8
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4.1 Second Amended and Restated Articles of Incorporation of WorldCom
(including preferred stock designations) as of December 31, 1996
(incorporated herein by reference to Exhibit 3.1 to the Current Report on
Form 8-K of WorldCom (File No. 0-11258) dated December 31, 1996 (filed
January 15, 1997))
4.2 Restated Bylaws of WorldCom (incorporated herein by reference to Exhibit
4.2 to the Annual Report on Form 10-K filed by WorldCom (File No. 0-11258)
for the fiscal year ended December 31, 1996)
4.3 Form of Deposit Agreement between WorldCom, The Bank of New York and the
holders from time to time of the Depositary Shares representing 1/100 of a
share of WorldCom Series A Preferred Stock (the "WorldCom Depositary
Shares") (incorporated herein by reference to Exhibit 4.5 to Registrant
Statement on Form S-4 filed by WorldCom (Registration No. 333-16015))
4.4 Form of certificate representing WorldCom Depositary Shares (incorporated
herein by reference to Exhibit A to the Deposit Agreement filed as Exhibit
4.5 to Registration Statement on Form S-4 filed by WorldCom (Registration
No. 333-16015))
4.5 Rights Agreement dated as of August 25, 1996 between the Company 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 Rights
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 on Form 8 K/A filed
August 31, 1996) filed by the Company with the Securities and Exchange
Commission on August 26, 1996 (as amended on Form 8 K/A filed on August 31,
1996) File No. 0-11258))
4.6 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 Agreement (incorporated
herein by reference to Exhibit 4.2 of WorldCom's Current Report on Form 8-K
dated May 22, 1997 (filed June 5, 1997))
5.1 Opinion of William E. Anderson as to the legality of the Securities to be
issued
23.1 Consent of Arthur Anderson LLP
23.2 Consent of Coopers & Lybrand LLP
23.3 Consent of Arthur Andersen LLP
23.4 Consent of Arthur Andersen LLP
23.5 Consent of Price Waterhouse LLP
23.6 Consent of William E. Anderson, Esq. (included in Exhibit 5.1)
24.1 Power of Attorney (included in Signature Pages)
<PAGE> 1
Exhibit 5.1
January 28, 1998
Board of Directors of
WorldCom, Inc.
515 East Amite Street
Jackson, Mississippi 39201
Ladies and Gentlemen:
I am General Counsel of WorldCom, Inc., a Georgia corporation (the
"Company"), and have acted as counsel in connection with a Registration
Statement on Form S-8 (the "Registration Statement") to be filed by the Company
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), with respect to 2,090,000
shares (the "Shares") of Common Stock, par value $.01, of the Company ("Common
Stock") which are to be issued upon exercise of options granted under the
WorldCom/ANS Stock Plan (the "Plan").
In connection herewith, I have examined and relied without
investigation as to matters of fact upon the Registration Statement, the Second
Amended and Restated Articles of Incorporation and the Bylaws of the Company,
certificates of public officials, certificates and statements of officers of the
Company, and such other corporate records, documents, certificates and
instruments as I have deemed necessary or appropriate to enable me to render the
opinions expressed herein. I have assumed the genuineness of all signatures on
all documents examined by me, the authenticity of all documents submitted to me
as originals, and the conformity to authentic originals of all documents
submitted to me as certified or photostatic copies. I have also assumed the due
authorization, execution and delivery of all documents.
Based upon the foregoing, and in reliance thereon and subject to the
qualifications and limitations stated herein, I am of the opinion that when the
Registration Statement, including any amendments thereto, shall have become
effective under the Act, and the Shares have been issued in accordance with the
terms of the Plan, then the Shares will be legally issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
aforesaid Registration Statement on Form S-8. I also consent to your filing
copies of this opinion as an exhibit to the Registration Statement with agencies
of such states as you deem necessary in the course of complying with the laws of
such states regarding the offering and sale of the Shares. In giving this
consent, I do not admit that I am in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission.
Very truly yours,
/s/ William E. Anderson
-----------------------
William E. Anderson
General Counsel
WorldCom, Inc.
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8, to be filed on or around
January 26, 1998, of our report dated February 26, 1997 included in WorldCom,
Inc.'s Form 10-K for the year ended December 31, 1996 and to all references to
our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Jackson, Mississippi,
January 26, 1998
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 to Registration Statement No. 333-_____ of WorldCom,
Inc. of our report dated February 14, 1996, on our audits of the consolidated
financial statements of MFS Communications Company, Inc. as of December 31, 1995
and 1994 and for each of the three and two years in the period ended December
31, 1995, which reports are included in WorldCom, Inc.'s Current Report on Form
8-K/A dated August 25, 1996 (as amended in November 4, 1996 and December 19,
1997).
Coopers & Lybrand L.L.P.
Omaha, Nebraska
January 26, 1998
<PAGE> 1
Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form S-8, to be
filed on or around January 26, 1998, of our reports dated February 20, 1997, on
the Consolidated Financial Statements of MFS Communications Company, Inc.
included in WorldCom, Inc's Current Report on Form 8-K dated August 25, 1996, as
amended by Form 8-K/A filed on December 19, 1997, and to all references to our
Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Omaha, Nebraska,
January 26, 1998
<PAGE> 1
Exhibit 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8, to be filed on or around
January 26, 1998, of our report dated January 31, 1996, on the Consolidated
Financial Statements of UUNET Technologies, Inc. included in WorldCom, Inc.'s
Current Report on Form 8-K dated August 25, 1996, as amended by Form 8-K/A filed
on November 4, 1996, and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Washington, D.C.
January 26, 1998
<PAGE> 1
EXHIBIT 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of WorldCom, Inc. of our report dated January 27, 1997
relating to the consolidated financial statements of MCI Communications
Corporation for the year ended December 31, 1996, which report appears in
WorldCom, Inc.'s Current Report on Form 8K/A-2 dated November 9, 1997 (as
amended on January 28, 1998).
Price Waterhouse LLP
January 28, 1998
Washington, D.C.
