SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
AMENDMENT NO. 6
to
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
AMENDMENT NO. 7
TO
SCHEDULE 13D
---------------
OZEMAIL LIMITED
(ACN # 066 387 157)
(NAME OF SUBJECT COMPANY)
UUNET HOLDINGS AUSTRALIA PTY LIMITED
UUNET TECHNOLOGIES, INC.
MCI WORLDCOM, INC.
(BIDDER)
---------------
ORDINARY SHARES AND
AMERICAN DEPOSITARY SHARES, EACH REPRESENTING 10 ORDINARY SHARES
(TITLE OF CLASS OF SECURITIES)
---------------
[NONE] (ORDINARY SHARES)
[692674104] (AMERICAN DEPOSITARY SHARES)
(CUSIP NUMBER OF CLASS OF SECURITIES)
---------------
CHARLES T. CANNADA
SENIOR VICE PRESIDENT, CORPORATE DEVELOPMENT
MCI WORLDCOM INC.
515 EAST AMITE STREET
JACKSON, MISSISSIPPI 39201
(601) 360-8600
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
---------------
WITH COPIES TO:
R. RANDALL WANG, ESQ. MARTINA W. KNEE, ESQ.
BRYAN CAVE LLP UUNET TECHNOLOGIES, INC.
ONE METROPOLITAN SQUARE 3060 WILLIAMS DRIVE
SUITE 3600 FAIRFAX, VIRGINIA 22031
ST. LOUIS, MISSOURI 63102 (703) 206-5600
(314) 259-2000
Page 1 of 8 pages
Exhibit Index is located on page 7.
================================================================================
<PAGE>
Amendment No. 7 to 14D-1
CUSIP NO. 692674104 Page 2 of 9 Pages
- -------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
UUNET HOLDINGS AUSTRALIA PTY LIMITED (00-00000000)
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [_]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
WC & BK
- -------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(e) OR 2(f)
NOT APPLICABLE [_]
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
NEW SOUTH WALES, AUSTRALIA
- -------------------------------------------------------------------------------
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,863,174
- -------------------------------------------------------------------------------
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES*
NOT APPLICABLE [_]
- -------------------------------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
14.9%
- -------------------------------------------------------------------------------
10. TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Amendment No. 7 to 14D-1
CUSIP NO. 692674104 Page 3 of 9 Pages
- -------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
UUNET TECHNOLOGIES, INC. 54-1543611
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [_]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
WC & BK
- -------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(e) OR 2(f)
NOT APPLICABLE [_]
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- -------------------------------------------------------------------------------
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,863,174
- -------------------------------------------------------------------------------
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES*
NOT APPLICABLE [_]
- -------------------------------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
14.9%
- -------------------------------------------------------------------------------
10. TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Amendment No. 7 to 14D-1
CUSIP NO. 692674104 Page 4 of 9 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
MCI WORLDCOM, INC. 58-1521612
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [_]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
WC & BK
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(e) OR 2(f)
NOT APPLICABLE [_]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
GEORGIA
- --------------------------------------------------------------------------------
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,863,174
- --------------------------------------------------------------------------------
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES*
NOT APPLICABLE [_]
- --------------------------------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
14.9%
- --------------------------------------------------------------------------------
10. TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Amendment No. 7 to 14D-1
CUSIP NO. 692674104 Page 5 of 9 Pages
This Statement amends and supplements the combined Tender Offer
Statement on Schedule 14D-1 and Amendment No. 1 to Schedule 13D filed with the
Securities and Exchange Commission on January 7, 1999, which was amended on
January 20, 1999, January 27, 1999, February 2, 1999, February 3, 1999, February
9, 1999 and February 12, 1999 (the "Schedule 14D-1"), and relates to the offer
by UUNET Holdings Australia Pty Limited, a company incorporated in New South
Wales, Australia ("Purchaser") and a wholly owned subsidiary of UUNET
Technologies, Inc., a Delaware corporation ("Intermediate"), which is, in turn,
a wholly-owned subsidiary of MCI WORLDCOM, Inc., a Georgia corporation
("Parent"), to purchase all outstanding: (a) ordinary shares (the "Shares") of
OzEmail Limited, a corporation incorporated under the laws of the State of New
South Wales, Australia (the "Company"), and (b) American Depositary Shares
("ADSs"), each representing 10 Ordinary Shares (the Shares and the ADSs
collectively, the "Securities"), of the Company, at a price of US$2.20 per Share
and US$22.00 per ADS, net to the seller in cash, without interest thereon (the
"Offer Price"), upon the terms and subject to the conditions set forth in the
Offer to Purchase dated January 8, 1999 (Sydney time (January 7, 1999, New York
time)), a copy of which was attached and filed with the Schedule 14D-1 as
Exhibit (a)(1) thereto and (i) in the case of Shares, in the related Acceptance
and Transfer Form, a copy of which was attached and filed with the Schedule
14D-1 as Exhibit (a)(2) thereto and (ii) in the case of ADSs, in the related
Letter of Transmittal, a copy of which was attached and filed with the Schedule
14D-1 as Exhibit (a)(3) thereto (which Offer to Purchase, Acceptance and
Transfer Form and Letter of Transmittal, as amended from time to time, together
constitute the "Offer").
Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Schedule 14D-1.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
See below.
ITEM 10. ADDITIONAL INFORMATION.
Items 5 and 10(f) are hereby amended and supplemented by the following:
The Summary of Offer, Section 1.2 ("Terms of the Offer - Conditions;
Waiver"), Section 11.1 ("Purpose of the Offer; Plans for OzEmail - Intention to
Compulsorily Acquire") and Section 14 ("Certain Conditions of the Offer") of the
Offer to Purchase hereof supplemented by adding the following:
"On February 12, 1999 (New York City time), Parent and Purchaser
announced the waiver of the 75% condition of the Offer. Therefore, the Offer is
no longer conditioned upon the Purchaser being entitled at the expiration date
of the Offer to either:
(A) three-quarters of the offerees have at the Expiration Date
disposed of to Purchaser (whether by accepting the Offer or
otherwise) the Shares or Shares represented by ADSs subject to
acquisition that were held by them; or
(B) at least three-quarters of the persons who were registered as the
holders of Shares or Shares represented by ADSs immediately before
the day on which the Part A Statement was served on OzEmail are
not so registered at the end of one month after end of the Offer
Period (together, the "75% Test").
A copy of the press release announcing the waiver of the 75% Test is filed as
Exhibit (a)(19) hereto, and is incorporated herein by reference. As a result,
the Offer is no longer conditioned on the portion of the condition referred to
in Section 14(i) of the Offer to Purchase and set out in Section 1.2(i)(A) and
Section 1.2(i)(B), known as the 75% Test; the Offer remains conditioned on the
portion of the condition referred to in Section 14(i) and set out in Section
1.2(i), known as the 90% condition. Under the Corporations Law, however, in
order for the Purchaser to become entitled to compulsorily acquire the Shares
not tendered in the Offer (including Shares represented by ADSs), Purchaser must
be entitled to not less than 90% of all Shares (including Shares represented by
ADS) and either of the two parts of the 75% Test must be satisfied."
"On 12 February, 1999 (Sydney, Australia time), the Australian
Securities and Investments Commission granted a modification to the Corporations
Law to allow for the waiver of the 75% Test in this Offer."
<PAGE>
Amendment No. 7 to 14D-1
CUSIP NO. 692674104 Page 6 of 9 Pages
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by the addition of the
following paragraph thereto:
"(a)(19) News Release dated February 12, 1999 (Jackson, MS time),
issued by Parent."
The undersigned hereby agree to jointly file a statement on Schedule 14D-1 and
Schedule 13D, together with any amendments thereto, with the SEC pursuant to the
requirements of Rule 14d-1 and Rule 13d-1 under the Securities Exchange Act of
1934, as amended.
<PAGE>
Amendment No. 7 to 14D-1
CUSIP NO. 692674104 Page 7 of 9 Pages
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: February 12, 1999
UUNET Holdings Australia Pty Limited
By: *
Name: Charles T. Cannada
Title: Director
UUNET Technologies, Inc.
By: *
Name: Mark F. Spagnolo
Title: President and Chief Executive
Officer
MCI WORLDCOM, Inc.
By: *
Name: Scott D. Sullivan
Title: Chief Financial Officer and
Secretary
*By: /s/ Charles T. Cannada
---------------------------------------
Name: Charles T. Cannada
Title: Authorized Representative and Attorney-
in-Fact under Powers of Attorney filed
with the original Schedule 14D-1
<PAGE>
Amendment No. 7 to 14D-1
CUSIP NO. 692674104 Page 8 of 9 Pages
EXHIBIT INDEX
*(a)(1) Offer to Purchase, dated January 8, 1999 (Sydney, Australia
time) (January 7, 1999, New York time).
*(a)(2) Acceptance and Transfer Form
*(a)(3) Letter of Transmittal.
*(a)(4) Notice of Guaranteed Delivery.
*(a)(5) Letter from Merrill Lynch to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees holding OzEmail
ADSs.
*(a)(6) Letter to ADS Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees holding OzEmail
ADSs.
*(a)(7) Form of Summary Advertisement as published in the Wall Street
Journal on January 7, 1999 (New York City time).
*(a)(8) News Release dated January 7, 1999 (Jackson, MS time), issued
by Parent.
(a)(9) News Release dated December 13, 1998 (Jackson, MS time) and
December 14, 1998 (Sydney, Australia time), issued by Parent
(incorporated by reference to Schedule 1 to the Subscription
Agreement, which appears as Exhibit 99.1 to Schedule 13D dated
December 21, 1998 filed by MCI WorldCom, UUNET Technologies,
Inc. and UUNET Holdings Australia Pty Limited with respect to
OzEmail).
(a)(10) News Release dated December 14, 1998 (Sydney, Australia time),
issued by the Company (incorporated by reference to Schedule 2
to the Subscription Agreement, which appears as Exhibit 99.1
to Schedule 13D dated December 21, 1998 filed by MCI WorldCom,
UUNET Technologies, Inc. and UUNET Holdings Australia Pty
Limited with respect to OzEmail).
*(a)(11) News Release dated January 20, 1999 (Jackson, MS time), issued
by Parent.
*(a)(12) Letter from Parent to Shareholders/ADS holders dated 27
January, 1999 (Sydney, Australia time).
*(a)(13) Notice pursuant to Section 663(3) of the Corporation Law in
the form filed by Purchaser with the Australian Stock Exchange
on February 1, 1999.
*(a)(14) News Release dated February 8, 1999 (Jackson, MS time), issued
by Parent.
*(a)(15) Letter from Parent to Shareholders/ADS holders dated 9
February, 1999 (Sydney, Australia time).
*(a)(16) Notice of Variation pursuant to Section 657 of the Corporation
Law in the form filed by Purchaser with the Australian Stock
Exchange on 9 February, 1999 (Sydney, Australia time).
*(a)(17) News Release dated February 11, 1999 (Jackson, MS time),
issued by Parent.
*(a)(18) News Release dated February 11, 1999 (Jackson, MS time),
issued by Parent.
(a)(19) News Release dated February 12, 1999 (Jackson, MS time),
issued by Parent.
<PAGE>
Amendment No. 7 to 14D-1
CUSIP NO. 692674104 Page 9 of 9 Pages
(b)(1) Amended and Restated Facility A Revolving Credit Agreement
among MCI WorldCom (borrower), NationsBank, N.A. (Arranging
Agent and Administrative Agent), NationsBanc Montgomery
Securities LLC (Lead Arranger), Bank of America NT & SA,
Barclays Bank PLC, The Chase Manhattan Bank, Citibank, N.A.,
Morgan Guaranty Trust Company of New York, and Royal Bank of
Canada (Co-Syndication Agents) and the lenders named therein
dated as of August 6, 1998 (incorporated herein by reference
to Exhibit 10.1 to MCI WorldCom's Current Report on Form 8-K
dated August 6, 1998 (filed August 7, 1998) (File No.
0-11258)).
(b)(2) 364-day Revolving Credit and Term Loan Agreement among MCI
WorldCom (borrower), NationsBank, N.A. (Arranging Agent and
Administrative Agent), NationsBanc Montgomery Securities LLC
(Lead Arranger), Bank of America NT & SA, Barclays Bank PLC,
The Chase Manhattan Bank, Citibank, N.A., Morgan Guaranty
Trust Company of New York, and Royal Bank of Canada
(Co-Syndication Agents) and the lenders named therein dated
August 6, 1998 (incorporated herein by reference to Exhibit
10.3 to MCI WorldCom's Current Report on Form 8-K dated August
6, 1998 (filed August 7, 1998) (File No. 0-11258)).
(c) Subscription Agreement, dated December 11, 1998, by and
between the Purchaser and the Company (incorporated by
reference to Exhibit 99.1 to Schedule 13D dated December 21,
1998 filed by MCI WorldCom, UUNET Technologies, Inc. and UUNET
Holdings Australia Pty Limited with respect to OzEmail).
(d) [Not applicable.]
(e) [Not applicable.]
(f) [Not applicable.]
*(g)(1) Powers of Attorney (contained on the signature pages to the
original Schedule 14D-1, dated and filed on January 7, 1999).
* Previously filed
Exhibit (a)(19)
MCI WORLDCOM, Inc.
CONTACT:
For Media: For Investors:
Robin Halter Gary Brandt
MCI WorldCom MCI WorldCom
+1 202 887 2460 1 601 360 8544
PRESS RELEASE
--------------------------------
MCI WORLDCOM ANNOUNCES WAIVER OF 75% CONDITION
OF THE TENDER OFFER FOR
ORDINARY SHARES AND ADSs OF OZEMAIL LIMITED
JACKSON, Miss., February 12, 1999-MCI WORLDCOM, Inc. (Nasdaq:WCOM)
today announced that it is waiving one of the conditions included in the cash
tender offer, through its subsidiary UUNET Holdings Australia Pty Limited
("UUNET Australia"), to acquire all the ordinary shares (including shares
represented by American Depositary Shares ("ADSs")) of OzEmail Limited (Nasdaq:
OZEMY, ASX: OZM).
Prior to the waiver of this condition, UUNET Australia's offer for
OzEmail was conditional upon, among other things, UUNET Australia being entitled
at the expiration of the offer to not less than 90% of the OzEmail ordinary
shares (including shares represented by ADSs) and 75% of either the offerees or
registered holders on December 23, 1998 (Sydney time) having accepted the offer
(the "Minimum Condition"). The Minimum Condition now consists solely of the
requirement that UUNET Australia is entitled at the expiration of the offer to
not less than 90% of the OzEmail ordinary shares (including shares represented
by ADSs). The waiver was effected pursuant to a modification granted by the
Australian Securities and Investments Commission.
Although the 75% test of the Minimum Condition has been waived for
purposes of the offer, under the Australian Corporations Law, both the 90% test
and the 75% test must be satisfied in order for UUNET Australia to proceed with
the compulsory acquisition of the remaining shares of OzEmail. UUNET Australia
believes that it has satisfied and, absent changes or withdrawals, it will
satisfy, the 75% test of the Minimum Condition.
The cash tender offer for all ordinary shares of OzEmail Limited, an
Australian corporation, including all outstanding ADSs represented by American
Depositary Receipts, at US$2.20 per ordinary share (US$22.00 per ADS), and
withdrawal rights are scheduled to expire at 1:00 A.M., New York City time, on
<PAGE>
Wednesday, February 24, 1999 and at 5:00 P.M., Sydney time, on Wednesday,
February 24, 1999, unless the offer is extended in accordance with the
procedures set forth in the Offer to Purchase dated January 8, 1999 (Sydney
time) (January 7, 1999, New York time). Merrill Lynch is acting as the Dealer
Manager in the United States and MacKenzie Partners, Inc. is acting as the
Information Agent in connection with the offer. Sitel Corporation is assisting
in contacting holders of ordinary shares in Australia to ascertain whether they
have received the tender offer documentation and require assistance to
understand and complete the documentation. The Offer to Purchase, the Part A
Statement attached thereto and the related Acceptance and Transfer Form and
Letter of Transmittal relating to the offer may be obtained by calling MacKenzie
Partners, Inc. collect at (212) 929-5500 or toll free at (800) 322-2885.
MCI WorldCom is a global leader in communications services with 1998
revenues of more than US$30 billion and established operations in over 65
countries encompassing the Americas, Europe and the Asia-Pacific regions. MCI
WorldCom is a premier provider of facilities-based and fully integrated local,
long distance, international and Internet services. MCI WorldCom's global
networks, including its state-of-the-art pan-European network and transoceanic
cable systems, provide end-to-end high-capacity connectivity to more than 40,000
buildings worldwide. For more information on MCI WorldCom, visit the World Wide
Web at http://www.wcom.com.
