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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): January 29, 1998
WORLDCOM, INC.
(Exact Name of Registrant as Specified in its Charter)
Georgia 0-11258 58-1521612
(State or Other (Commission File (IRS 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 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 29, 1998, WorldCom, Inc., a Georgia corporation
("WorldCom"), acquired Brooks Fiber Properties, Inc., a Delaware
corporation ("BFP"), pursuant to the merger (the "BFP Merger") of BV
Acquisition, Inc. ("Acquisition Subsidiary"), a wholly owned
subsidiary of WorldCom, with and into BFP. Upon consummation of the
BFP Merger, BFP became a wholly owned subsidiary of WorldCom. The BFP
Merger was effected pursuant to an Amended and Restated Agreement and
Plan of Merger dated as of October 1, 1997 by and among WorldCom, BFP
and Acquisition Subsidiary (the "BFP Merger Agreement").
As a result of the BFP Merger, each share of BFP common stock was
converted into the right to receive 1.85 shares of WorldCom common
stock or approximately 72.6 million WorldCom common shares in the
aggregate.
Upon effectiveness of the BFP Merger, the then outstanding and
unexercised options and warrants exercisable for shares of BFP common
stock were converted into options and warrants, respectively,
exercisable for shares of WorldCom common stock having the same terms
and conditions as the BFP options and warrants, except that the
exercise price and the number of shares issuable upon exercise were
divided and multiplied, respectively, by 1.85.
The basic terms of the BFP Merger, and the relationships between
WorldCom and BFP and their respective directors and executive
officers, were described in the Proxy Statement/Prospectus dated
December 24, 1997 filed in connection with WorldCom's Registration
Statement on Form S-4 (Registration No. 333-43253), which is
incorporated by reference herein. The terms of the BFP Merger were
determined in accordance with the BFP Merger Agreement and were
established through arm's length negotiations between WorldCom and
BFP.
Through its acquisition of BFP, WorldCom acquired a local
telecommunications network operational or under construction in 44
U.S. cities. WorldCom intends to continue using property, plant and
equipment acquired pursuant to the BFP Merger, for the purposes
previously noted, subject to possible determinations to eliminate
duplicate facilities.
ITEM 5. OTHER EVENTS
On February 2, 1998, WorldCom announced the merger of CompuServe
Corporation ("CompuServe"), a Delaware corporation, pursuant to the
merger (the "CompuServe Merger") of Walnut Acquisition Company,
L.L.C., a wholly owned subsidiary of WorldCom, with and into
CompuServe. Upon consummation of the CompuServe Merger, which was
effective January 31, 1998, CompuServe became a wholly owned
subsidiary of WorldCom. The CompuServe Merger was effected pursuant
to an Agreement and Plan of Merger by and among H&R Block, Inc., H&R
Block Group, Inc., CompuServe, WorldCom and Walnut Acquisition
Company, L.L.C. dated as September 7, 1997.
As a result of the CompuServe Merger, each share of CompuServe common
stock was converted into the right to receive 0.40625 Shares of
WorldCom Common Stock or approximately 37.6 million WorldCom common
shares in the aggregate.
On February 2, 1998, WorldCom also announced that it had acquired ANS
Communications, Inc. from America Online, Inc. ("AOL"), and has
entered into five year contracts with AOL under which WorldCom and its
subsidiaries will provide network services to AOL (collectively, the
"AOL Transaction"). As part of the AOL Transaction, AOL received
CompuServe's Interactive Services Division and $175 million in cash.
WorldCom is retaining the CompuServe Network Services division.
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The basic terms of the CompuServe Merger and the AOL Transaction, and
the relationships between WorldCom and CompuServe and their respective
directors and executive officers, were described in the Proxy
Statement/Prospectus dated December 24, 1997 filed in connection with
WorldCom's Registration Statement on Form S-4 (Registration No.
333-43261), which is incorporated by reference herein. The terms of
the CompuServe Merger and the AOL Transaction were determined in
accordance with the CompuServe merger agreement and were established
through arm's length negotiations between WorldCom, CompuServe and
AOL, respectively.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of businesses acquired.
N/A
(b) Pro Forma financial information.
N/A
(c) Exhibits
See Exhibit Index
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SIGNATURE
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.
Dated: February 12, 1998
WORLDCOM, INC.
By: /s/ Scott D. Sullivan
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Scott D. Sullivan
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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2.1 Amended and Restated Agreement and Plan of Merger by
and among WorldCom, BV Acquisition, Inc. and BFP
dated as of October 1, 1997 (filed as Exhibit 2.1
to WorldCom's Registration Statement on Form S-4,
Registration No. 333-43253, and incorporated herein
by this reference)*
2.2 Agreement and Plan of Merger by and among H&R Block,
Inc., H&R Block Group, Inc., CompuServe, WorldCom and
Walnut Acquisition Company, L.L.C. dated as of
September 7, 1997 (filed as Exhibit 2.1 to
WorldCom's Registration Statement on Form S-4,
Registration No. 333-43261, and incorporated herein
by this reference)*
2.3 Purchase and Sale Agreement by and among America
Online, Inc., ANS Communications, Inc. and WorldCom
dated as of September 7, 1997 (incorporated herein by
reference to Exhibit 2.4 to WorldCom's Current Report
on Form 8-K dated September 7, 1997 (filed September
17, 1997) (File No. 0-11258))*
99.1 Press Release dated January 29, 1998
99.2 Press release dated January 30, 1998
99.3 Press Release dated February 2, 1998
99.4 Proxy Statement/Prospectus dated December 24, 1997
filed in connection with WorldCom's Registration
Statement on Form S-4 (No. 333-43253) and
incorporated herein by reference.
99.5 Proxy Statement/Prospectus dated December 24, 1997
filed in connection with WorldCom's Registration
Statement on Form S-4 (No. 333-43261) and
incorporated herein by reference.
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* The registrant hereby undertakes to furnish supplementally a copy of
any omitted schedule to this Agreement to the Securities and Exchange
Commission upon request.
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News Release
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Contacts: Media: WorldCom Investors: WorldCom
Terri Howell Gary Brandt
402-231-3450 601-360-8544
Brooks Fiber Brooks Fiber
Paula Fassi Waymon Tipton
800-799-8914 ext.539 800-799-8914 ext. 313
</TABLE>
FOR IMMEDIATE RELEASE
STOCKHOLDERS APPROVE WORLDCOM/BROOKS FIBER MERGER
JACKSON, Miss., January 29, 1998 - WorldCom, Inc. (WCOM) today announced that
at a special meeting of stockholders of Brooks Fiber Properties, Inc. (BFPT)
held in St. Louis, Missouri, stockholders of Brooks Fiber approved the proposed
merger between the two companies. Under the terms of the merger agreement,
each share of Brooks Fiber common stock will be converted into the right to
receive 1.85 shares of WorldCom, Inc. common stock, and will be accounted for
as a pooling of interests transaction. The merger is expected to be effective
today at 11:59 p.m.
Brooks Fiber Properties, Inc., headquartered in St. Louis, Missouri, is a
leading full service provider of competitive local telecommunications services
in cities across the United States. With networks operational or under
construction in 44 U.S. cities, the company provides its customers with
advanced and reliable high-capacity voice, video, data and other enhanced
telecommunications services.
WorldCom is a global 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's subsidiary, UUNET Technologies, Inc., is an international provider
of Internet services with over 1,000 Points of Presence (POPs) throughout the
United States and in Canada, Europe and the Asia-Pacific region. 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. On November 10, 1997, WorldCom announced a
difinitive merger agreement with MCI Communications Corporation to form a new
company called MCI WorldCom. The company expects the merger to close in
mid-1998.
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News Release
<TABLE>
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Contacts: Media: WorldCom Investors: WorldCom
Terri Howell Gary Brandt
601-360-8750 601-360-8544
Brooks Fiber Brooks Fiber
Paula Fassi Waymon Tipton
800-799-8914 ext. 539 800-799-8914 ext. 313
</TABLE>
FOR IMMEDIATE RELEASE
WORLDCOM/BROOKS FIBER MERGER COMPLETED
JACKSON, Miss., January 30, 1998 - WorldCom, Inc. (WCOM) today announced the
merger between WorldCom and Brooks Fiber Properties, Inc. (BFPT) has been
completed and was effective Thursday, January 29 at 11:59 p.m. eastern standard
time.
As a result of the merger, each share of Brooks Fiber common stock was
converted into the right to receive 1.85 shares of WorldCom common stock.
WorldCom is a global 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's subsidiary, UUNET Technologies, Inc., is an international provider
of Internet services with over 1,000 Points of Presence (POPs) throughout the
United States and in Canada, Europe and the Asia-Pacific region. 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. On November 10, 1997, WorldCom announced a
difinitive merger agreement with MCI Communications Corporation to form a new
company called MCI WorldCom. The company expects the merger to close in
mid-1998.
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News Release
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Contacts: Media: Mara Radis Investors: Gary Brandt
703-206-5441 601-360-8544
Terri Howell
601-360-8750
</TABLE>
FOR IMMEDIATE RELEASE
WORLDCOM/COMPUSERVE MERGER COMPLETED
JACKSON, Miss., February 2, 1998 - WorldCom, Inc. (WCOM) today announced the
merger between WorldCom and CompuServe (CSRV) has been completed and was
effective Saturday, January 31 at 5:00 p.m. eastern standard time.
In addition, WorldCom agreed to acquire ANS Communications from America Online
(AOL), and will sign a five year contract under which WorldCom will become
AOL's largest network service provider, in exchange for AOL receiving
CompuServe's Interactive Services Division and $175 million in cash. WorldCom
will retain the CompuServe Network Services (CNS) division.
As a result of the merger, each share of CompuServe stock was converted into
the right to receive 0.40625 shares of WorldCom common stock, and was accounted
for as a purchase accounting transaction.
"We look forward to a long and mutually beneficial relationship with AOL," said
John Sidgmore, vice chairman and chief operations officer of WorldCom. "We are
excited about the closing of these transactions and the potential that
CompuServe Network Services and ANS bring to WorldCom. We wholeheartedly
welcome the ANS and CNS employees to WorldCom."
WorldCom is a global 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's subsidiary, UUNET Technologies, Inc., is an international provider
of Internet services with over 1,000 Points of Presence (POPs) throughout the
United States and in Canada, Europe and the Asia-Pacific region. WorldCom's
World Wide
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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. On November 10, 1997, WorldCom announced a definitive
merger agreement with MCI Communications Corporation to form a new company
called MCI WorldCom. The company expects the merger to close in mid-1998.
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