<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 7, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
515 EAST AMITE STREET
JACKSON, MISSISSIPPI 39201-2702
(601) 360-8600
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
P. BRUCE BORGHARDT, ESQ.
WORLDCOM, INC.
10777 SUNSET OFFICE DRIVE
SUITE 330
ST. LOUIS, MISSOURI 63127
(314) 984-0702
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
Copies of all correspondence to:
R. RANDALL WANG, ESQ. JOHN W. WHITE, ESQ.
DENIS P. MCCUSKER, ESQ. CRAVATH, SWAINE & MOORE
BRYAN CAVE LLP WORLDWIDE PLAZA
ONE METROPOLITAN SQUARE 825 EIGHTH AVENUE
211 NORTH BROADWAY, SUITE 3600 NEW YORK, NEW YORK 10019
ST. LOUIS, MISSOURI 63102
(314) 259-2000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [__]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] File No. 333-45067
File No. 333-20911
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [__]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [__]
<PAGE>
CALCULATION OF REGISTRATION FEE
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Title of each Proposed maximum Amount of
class of securities aggregate registration
to be registered offering price(2) fee
- --------------------------------------------------------------------------------
Debt Securities $100,000,000 $29,500
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Registration Statement is filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended.
The contents of Amendment No. 1 to the Registration Statement on Form S-3
in its entirety filed with the Securities and Exchange Commission on June 15,
1998, File Numbers 333-45067 and 333-20911, including all documents subsequently
filed by the registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, are incorporated herein by reference.
In addition, the exhibits listed in the Exhibit Index are included within
this Registration Statement.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
See Exhibit Index.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 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 the 6th day of
August, 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 or her true
and lawful attorneys in fact and agents for him or her and on his or her behalf
and in his or her 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.
Name Title Date
------- ------- ---------
/s/ JAMES C. ALLEN Director August 6, 1998
--------------------------
James C. Allen
Director August 6, 1998
--------------------------
Carl J. Aycock
/s/ MAX E. BOBBITT Director August 6, 1998
--------------------------
Max E. Bobbitt
/s/ STEVEN M. CASE Director August 6, 1998
--------------------------
Steven M. Case
Chairman, President and Chief
Executive Officer and Director
(Principal Executive Officer) August 6, 1998
/s/ BERNARD J. EBBERS
--------------------------
Bernard J. Ebbers
Director August 6, 1998
--------------------------
Francesco Galesi
II-3
<PAGE>
/S/ STILES A. KELLETT, JR Director August 6, 1998
--------------------------
Stiles A. Kellett, Jr.
/s/ JOHN A. PORTER Director August 6, 1998
--------------------------
John A. Porter
Vice Chairman of the Board,
Chief Operations Officer and
Director August 6, 1998
--------------------------
John W. Sidgmore
Chief Financial Officer and
Director (Principal Financial
Officer and Principal
/s/ SCOTT D. SULLIVAN Accounting Officer) August 6, 1998
--------------------------
Scott D. Sullivan
/s/ LAWRENCE C. TUCKER Director August 6, 1998
--------------------------
Lawrence C. Tucker
II-4
<PAGE>
WORLDCOM, INC.
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
5.1 Validity Opinion of WorldCom Counsel
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of PricewaterhouseCoopers LLP
23.4 Consent of Arthur Andersen LLP
23.5 Consent of PricewaterhouseCoopers LLP
23.6 Consent of KPMG Peat Marwick LLP
23.7 Consent of WorldCom Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (included in signature page)
25.1 Statement of Eligibility of Trustee on Form T-1 with respect to the
Indenture
II-5
<PAGE>
EXHIBIT 5.1
August 6, 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 reviewed a Registration Statement on Form S-3, including
the related Prospectus (the "Registration Statement"), which the Company
proposes to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), relating to
$100,000,000 in aggregate initial offering price of senior unsecured debentures,
notes, and other forms of indebtedness issuable in series under an Indenture
substantially in the form which appears as Exhibit 4.1 to the Registration
Statement (the "Debt Securities"). Terms not defined herein shall have the
meaning thereof contained in the Prospectus referred to above.
In connection herewith, I, or members of my staff, have examined and relied
without investigation as to matters of fact upon the Registration Statement, the
Second Amended and Restated Articles of Incorporation and 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.
Subject to the effectiveness of the Registration Statement under the Act, I
am of the opinion that:
1. The Company is a corporation validly existing under the laws of the
State of Georgia and is in good standing in that state; and
2. Each series of the Debt Securities, when duly established by or pursuant
to a resolution of the Board of Directors of the Company or in a supplemental
Indenture, in each case so as not to violate any applicable law or any agreement
or instrument to which the Company is a party or by which it is bound, and duly
executed, authenticated and issued as provided in the Indenture and delivered
against payment, will constitute valid and legally-binding obligations of the
Company except to the extent limited by applicable bankruptcy, insolvency,
reorganization, receivership, moratorium, fraudulent conveyance or other similar
laws now or hereafter in effect relating to or affecting the rights and remedies
of creditors generally, and by general principles of equity, including, without
limitation, concepts of materiality, reasonableness, good faith and fair dealing
and the possible unavailability of specific performance, injunctive relief or
other equitable remedies, regardless of whether enforceability is considered in
a proceeding in equity or at law.
This opinion is not rendered with respect to any laws other than the laws
of the State of Georgia.
You have informed me that you intend to issue the Debt Securities from time
to time on a delayed or continuous basis, and this opinion is limited to the
laws, including the rules and regulations, as in effect on the date hereof. I
understand that prior to issuing any Debt Securities you will afford me an
opportunity to review the operative documents pursuant to which such Debt
Securities are to be issued (including the applicable Prospectus Supplement) and
will file such supplement or amendment to this opinion (if any) as I may
reasonably consider necessary or appropriate by reason of the terms of such Debt
Securities.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
aforesaid Registration Statement. I also consent to your filing copies of this
opinion as an exhibit to the Registration Statement with agencies of such states
<PAGE>
as you deem necessary in the course of complying with the laws of such states
regarding the offering and sale of the Debt Securities. 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
<PAGE>
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-3, to be filed on or around
August 6 1998, of our report dated May 27, 1998 on the Consolidated Financial
Statements of WorldCom, Inc. included in WorldCom, Inc.'s Current Report on Form
8-K dated May 28, 1998 (filed May 28, 1998) and to all references to our Firm
included in this registration statement.
ARTHUR ANDERSEN LLP
Jackson, Mississippi,
August 6, 1998.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-3, to be filed on or around
August 6, 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,
August 6, 1998.
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-3 (Registration Statement No. 333-________) of WorldCom, Inc. of our
reports 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 on November 4, 1996 and December 19, 1997). We also
consent to the reference to our firm (formerly Coopers & Lybrand L.L.P.) under
the caption "Experts."
PricewaterhouseCoopers LLP.
Omaha, Nebraska
August 7, 1998
<PAGE>
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-3, to be filed on or around
August 6, 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.,
August 6, 1998.
<PAGE>
EXHIBIT 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of WorldCom, Inc.
(Registration Statement No. 333-______) of our report dated April 9, 1998
relating to the consolidated financial statements of MCI Communications
Corporation which report appears in WorldCom, Inc.'s Current Report on
Form 8-K/A-3 dated November 9, 1997 (filed on May 28, 1998). We also consent
to the reference to us under the heading "Experts" in such Prospectus.
PricewaterhouseCoopers LLP
August 6, 1998
Washington, D.C.
<PAGE>
EXHIBIT 23.6
The Board of Directors
of WorldCom, Inc.:
We consent to the incorporation by reference in the registration statement on
Form S-3 of WorldCom, Inc. of our report dated February 12, 1998, with respect
to the consolidated balance sheets of Brooks Fiber Properties, Inc. and
subsidiaries as of December 31, 1997 and 1996, and the related consolidated
statements of operations, shareholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 1997, which report appears in
the Form 8-K of WorldCom, Inc. dated May 28, 1998.
KPMG Peat Marwick LLP
St. Louis, Missouri
August 6, 1998
<PAGE>
Exhibit 25.1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
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CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
New York 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 Park Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
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WorldCom, Inc.
- --------------------------------------------------------------------------------
(Exact name of obligor 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 of principal executive offices) (Zip Code)
Debt Securities
(Title of the indenture securities)
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York 12110.
Board of Governors of the Federal Reserve System, Washington, D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New
York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE>
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in effect,
including the Organization Certificate and the Certificates of Amendment dated
February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being contained
in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable. SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 6th day of August, 1998.
THE CHASE MANHATTAN BANK
By /s/ E.D. Renn
E. D. Renn
Vice President
- 3 -
<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of
business March 31, 1998,
in accordance with a call
made by the Federal Reserve
Bank of this District
pursuant to the provisions of
the Federal Reserve Act.
Dollar Amounts
ASSETS in Millions
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ..............................................$ 12,307
Interest-bearing balances ...................................... 4,054
Securities: ........................................................
Held to maturity securities......................................... 2,340
Available for sale securities....................................... 50,134
Federal funds sold and securities purchased under
agreements to resell .......................................... 24,982
Loans and lease financing receivables:
Loans and leases, net of unearned income $ 127,958
Less: Allowance for loan and lease losses 2,797
Less: Allocated transfer risk reserve ......... 0
-------
Loans and leases, net of unearned income,
allowance, and reserve ....................................... 125,161
Trading Assets .................................................... 61,820
Premises and fixed assets (including capitalized
leases)....................................................... 2,961
Other real estate owned ........................................... 347
Investments in unconsolidated subsidiaries and
associated companies.......................................... 242
Customers' liability to this bank on acceptances
outstanding .................................................. 1,380
Intangible assets ................................................. 1,549
Other assets ...................................................... 11,727
TOTAL ASSETS ...................................................... $298,734
==========
- 4 -
<PAGE>
LIABILITIES
Deposits
In domestic offices ....................................... $96,682
Noninterest-bearing ............................... $38,074
Interest-bearing .................................. 58,608
In foreign offices, Edge and Agreement subsidiaries,
and IBF's ................................................. 72,630
Noninterest-bearing ............................... $ 3,289
Interest-bearing .................................. 69,341
Federal funds purchased and securities sold under agree-
ments to repurchase ............................................ 42,735
Demand notes issued to the U.S. Treasury ....................... 872
Trading liabilities ............................................ 45,545
Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases):
With a remaining maturity of one year or less ................ 4,454
With a remaining maturity of more than one year
through three years ....................................... 231
With a remaining maturity of more than three years............ 106
Bank's liability on acceptances executed and outstanding ...... 1,380
Subordinated notes and debentures ............................. 5,708
Other liabilities .............................................. 11,295
TOTAL LIABILITIES .............................................. 281,638
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EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock ................................................... 1,211
Surplus (exclude all surplus related to preferred stock)....... 10,291
Undivided profits and capital reserves ......................... 5,579
Net unrealized holding gains (losses)
on available-for-sale securities ............................... (1)
Cumulative foreign currency translation adjustments ............ 16
TOTAL EQUITY CAPITAL ........................................... 17,095
TOTAL LIABILITIES AND EQUITY CAPITAL ................................ $298,734
==========
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR. )
-5-
