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)
(AMENDMENT NO. 1)
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)
July 2, 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 Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box |_|.
NOTE. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
- ----------------------------------------------------------------------------
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
NUMBER OF 7. SOLE VOTING POWER
SHARES NONE
BENEFICIALLY -----------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH 1,817,941
REPORTING -----------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH NONE
-----------------------------------------------
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
- ----------------------------------------------------------------------------
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 PURSU
ANT TO ITEMS 2(d) or 2(e)
|-|
- ----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES NONE
BENEFICIALLY -----------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH 1,817,941
REPORTING -----------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH NONE
-----------------------------------------------
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 4 Purpose of Transaction.
On July 2, 1998, the Issuer, Buyer, MFS and MFS Network entered
into an Amendment to the Merger Agreement (the "Amendment").
The Amendment modified, among other things, certain terms of the
Option granted to MFS pursuant to Section 17 of the Merger Agreement.
Pursuant to paragraph 6(a) of the Amend ment, the Option may be exercised
by MFS in whole or in part from time to time by delivery of a notice to the
Issuer during the period commencing with the earlier to occur of (i) the
Merger or (ii) termination of the Merger Agreement and continuing through
the date six months following the payment in full of amounts owing under
the Promissory Note issued by the Issuer pursuant to the Amendment and
payable to MFS or order (the "Promissory Note"). The Merger was completed
on July 6, 1998. The Promissory Note is due and payable on August 31, 1998
and is prepayable prior to that time by the Issuer.
Section 17c of the Merger Agreement was also amended to provide
that if the Issuer has failed to file with the Commission a registration
statement on or before July 22, 1998 or at any time during the period
commencing on September 30, 1998 and continuing through the Registration
Term the Issuer has failed to use its reasonable efforts to cause such
registration statement to be so effective and available for resale by MFS
(the Issuer not to be liable under the amended Section 17c due to delays
caused by the Commission requesting additional information or amendments),
MFS shall have the right to receive cash for some or all of the Option in
the amount equal to the aggregate "spread" for the shares as to which the
Option is being exercised, as determined pursuant to Section 17b of the
Merger Agreement.
Paragraph 6 of Amendment 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
subsidiar ies; (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 7. Material to be Filed as Exhibits.
Exhibit I - Paragraph 6 of the Amendment to Agreement and
Plan of Merger, dated as of July 2, 1998, among MFS
Acquisition Corp., Able Telcom Holding Corp., MFS
Network Technologies, Inc. and MFS Communi cations
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: July 8, 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
EXHIBIT INDEX
Item 7. Material to be Filed as Exhibits
Exhibit I - Paragraph 6 of the Amendment to Agreement and
Plan of Merger, dated as of July 2, 1998, among MFS
Acquisition Corp., Able Telcom Holding Corp., MFS
Network Technologies, Inc. and MFS Communi cations
Company, Inc.
EXHIBIT I
Set forth below is the text of Paragraph 6 of the Amendment to
Agreement and Plan of Merger, dated as of July 2, 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.
6. Amendment to Section 17.
(a) Section 17a of the Merger Agreement is hereby amended by
replacing the second sentence thereof with the following:
"The Option may be exercised by MFS in whole or in part and from time
to time by delivery of a notice to the 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 payment in full of amounts owing under the Promissory
Note."
(b) Section 17c of the Merger Agreement is hereby amended by
inserting the following sentence at the end thereof:
"If Parent has failed to file a registration statement with the
Securities and Exchange Commission on or before July 22, 1998 or at
any time during the period commencing on September 30, 1998 and
continuing through the Registration Term Parent has failed to use its
reasonable efforts to cause such registration statement to be so
effective and available for resale by MFS (Parent not to be liable
hereunder due to delays caused by the Securities and Exchange
Commission requesting additional information or amendments), MFS
shall have the right to receive cash for some or all of the Option in
the amount equal to the aggregate "spread" for the shares as to which
the Option is being exercised, as determined pursuant to Section
17b."
