As filed with the Securities and Exchange Commission on October 1, 1999
Registration Statement No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
MCI 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.)
500 Clinton Center Drive
Clinton, Mississippi 39506
(601) 460-5600
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
P. Bruce Borghardt, Esq.
MCI WORLDCOM, Inc.
10777 Sunset Office, Suite 330
St. Louis, Missouri 63127
(314) 909-4100
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
Copies of all correspondence to:
R. Randall Wang, Esq.
Bryan Cave LLP
211 North Broadway, Suite 3600
St. Louis, Missouri 63102
(314) 259-2000
----------------------
Approximate date of commencement of proposed sale to the public: At
such time or times after the effective date of this Registration Statement as
the selling shareholders shall determine. _______________________________
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, please check the following box: |X|
<PAGE>
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act of 1933, please check
the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act of 1933, 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. |_|
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
===============================================================================================
<S> <C> <C> <C> <C>
Title of Each Class Amount Proposed Maximum Proposed Maximum Amount of
of Securities to be to be Offering Price Aggregate Registration
Registered Registered Per Share(1) Offering Price Fee
===============================================================================================
Common Stock, par value 230,940 shares $71.968.75 $16,620,463 $4,621.00
$.01, including associated
preferred stock purchase
rights(2)
===============================================================================================
<FN>
(1) Estimated pursuant to Rule 457(c) solely for purposes of calculating amount
of registration fee, based upon the average of the high and low sales
prices reported on September 30, 1999, as reported on The Nasdaq National
Market.
(2) Common Stock includes associated rights (the "Rights") to purchase shares
of the Company's Series 3 Junior Participating Preferred Stock, par value
$.01 per share. Until the occurrence of certain prescribed events, none of
which has occurred, the Rights are not exercisable, are evidenced by the
certificates representing the Common Stock, and will be transferred along
with and only with the Common Stock.
</FN>
</TABLE>
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
- --------------------------------------------------------------------------------
The information in this prospectus is not complete and may be changed. The
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
- --------------------------------------------------------------------------------
SUBJECT TO COMPLETION, DATED OCTOBER 1, 1999
PROSPECTUS
MCI WORLDCOM, INC.
A MAXIMUM OF 230,940 SHARES OF COMMON STOCK
----------------------
This prospectus relates to a maximum of 230,940 shares of our common
stock. These shares may be offered and sold from time to time by the selling
shareholders named herein. The selling shareholders may offer their common
shares through public or private transactions, on or off The Nasdaq National
Market, at prevailing market prices, or at privately negotiated prices. The
selling shareholders may include pledgees, donees, transferees, or other
successors in interest. We will provide specific terms of any offerings made
under this prospectus in prospectus supplements, if necessary.
We will not receive any of the proceeds from the sale of the common
shares. We will bear the costs relating to the registration of the common
shares, estimated to be approximately $16,000.
The common shares are traded on The Nasdaq National Market under the
symbol WCOM. The closing sales price of the common shares as reported on The
Nasdaq National Market on September 30, 1999 was $71.875 per share. The selling
shareholders will pay any sales commissions or underwriting discounts and fees
and expenses of their counsel incurred in connection with the sale of shares
through this prospectus.
----------------------
These securities have not been approved or disapproved by the
Securities and Exchange Commission or any state securities commission, nor has
the Securities and Exchange Commission or any state securities commission passed
upon the accuracy or adequacy of this prospectus. Any representation to the
contrary is a criminal offense.
----------------------
The date of this prospectus is __________ __., 1999
<PAGE>
EXPLANATORY NOTES
We have not authorized anyone to provide you with information or to
represent anything not contained in this prospectus. You must not rely on any
unauthorized information or representations. The selling shareholders are
offering to sell, and seeking offers to buy, only the shares of common stock
covered by this prospectus, and only under circumstances and in jurisdictions
where it is lawful to do so. The information contained in this prospectus is
current only as of its date, regardless of the time of delivery of this
prospectus or of any sale of the shares.
You should read carefully this entire prospectus, as well as the
documents incorporated by reference in this prospectus, before making an
investment decision. All references to "we," "us," "our" or "MCI WorldCom" in
this prospectus mean MCI WORLDCOM, Inc. and its subsidiaries.
TABLE OF CONTENTS
Page
The Company...................................................................2
Use of Proceeds...............................................................3
Selling Shareholders..........................................................3
Plan of Distribution..........................................................4
Accounting Experts............................................................6
Special Note Regarding Forward-Looking Statements.............................6
Where You Can Find More Information...........................................8
Incorporation of Certain Documents by Reference...............................8
THE COMPANY
We are one of the largest telecommunications companies in the United
States, serving local, long distance and Internet customers domestically and
internationally. Organized in 1983, we provide telecommunications services to
business, government, telecommunications companies and consumer customers
through our networks of primarily fiber optic cables, digital microwave and
fixed and transportable satellite earth stations. Prior to September 15, 1998,
we were named WorldCom, Inc.
We are one of the first major facilities-based telecommunications
companies with the capability to provide consumers and businesses with high
quality local, long distance, Internet, data and international communications
services over global networks. With service to points throughout the nation and
the world, we provide telecommunications products and services that include:
o switched and dedicated long distance and local products
o dedicated and dial-up Internet access
o wireless services
o 800 services
o calling cards
o private lines
o broadband data services
o debit cards
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o conference calling
o messaging and mobility services
o advanced billing systems
o enhanced fax and data connections
o high speed data communications
o facilities management
o local access to long distance companies
o local access to asynchronous transfer mode-based backbone service
o web server hosting and integration services
o dial-up networking services
o interconnection via network access points to Internet service
providers
Our core business is communications services, which includes voice,
data, Internet, and international services. During each of the last three years,
more than 90% of our operating revenues were derived from communications
services.
Our executive offices are located at 500 Clinton Center Drive,
Clinton, Mississippi 39056 and our telephone number is (601) 460-5600.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common shares
offered by this prospectus, nor will such proceeds be available for our use or
benefit.
SELLING SHAREHOLDERS
A total of 230,940 of our common shares registered for sale under this
prospectus were issued to Newbridge Latin America, L.P. (the "selling
shareholder"). All of the shares were acquired by the selling shareholder
pursuant to the irrevocable exercise of certain exchange rights in connection
with the acquisition by MCI WorldCom of SkyTel Communications, Inc. Under the
terms of the transaction, MCI WorldCom agreed to register for resale the shares
of common stock to be received by the selling shareholder in connection with the
transaction.
The term "selling shareholder" also includes any transferees,
pledgees, donees, or other successors in interest to the selling shareholder
named in the table below. To the extent required, we will name any additional
selling shareholder in a supplement to this prospectus.
The following table sets forth certain information with respect to the
beneficial ownership of our common stock by the selling shareholder as of
September 30, 1999 before giving effect to the sale of shares of common stock in
this offering. The selling shareholder has not had any position or office with
us or any of our affiliates within the past three years. There is no material
relationship between the selling shareholder and us or our affiliates in the
last three years, other than their investment in MTEL Latin America, Inc. All of
the shares owned by the selling shareholder may be offered by such shareholder
in this offering. We cannot assure you, however, that the selling shareholder
will sell any of the shares of our common stock covered by this prospectus. The
selling shareholder does not hold one or more percent of the outstanding shares
of our common stock.
The information included in this section is based upon information
provided by the selling shareholder.
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Shares Shares
Beneficially Beneficially Owned
Name Owned Prior To After the Offering
the Offering(1) (1)(2)
Newbridge Latin America, L.P. 230,940 0
(1) Unless otherwise noted, each person has sole voting and investment power
with respect to all shares listed opposite such person's name.
(2) The shares may be offered from time to time by the selling shareholder. The
selling shareholder is not obligated to sell all or any portion of their
shares, nor is it obligated to sell any of its shares immediately pursuant
to this prospectus. Because the selling shareholder may sell all or some of
its shares, no estimate can be given as to the amount of common stock
actually to be offered for sale by the selling shareholder or as to the
amount of common stock that will be held by the selling shareholder upon
the termination of this offering.
(3) Newbridge Latin America, L.P. is a Cayman Islands limited partnership.
The managing general partner of Newbridge Latin America, L.P. is LATAM GP,
L.P., a Delaware limited partnership. The general partner of LATAM GP, L.P.
is LAF Advisors, L.L.C., a Delaware limited liability company, whose
members are TPG LAF Advisors, Inc. (controlled by Messrs. David Bonderman,
James Coulter, and William Price), Richard P. Schifter, William A. Franke,
and RCBA LAF Group, LLC (controlled by Richard C. Blum). Messrs. Bonderman,
Coulter, Price, Schifter, Franke, and Blum disclaim beneficial ownership of
all shares held by Newbridge Latin America, L.P. The address of Newbridge
Latin America, L.P. is 201 Main Street Suite 2420, Fort Worth, Texas 76102.
PLAN OF DISTRIBUTION
We are registering the common shares covered by this prospectus for
the selling shareholder. To the extent required, we will identify any additional
selling shareholder in a supplement to this prospectus.
The selling shareholder will act independently of us in making
decisions with respect to the timing, manner and size of each sale. The selling
shareholder may sell the common shares on The Nasdaq National Market, in the
over-the-counter market or in private transactions, at market prices prevailing
at the time of sale, at prices related to the prevailing market prices, or at
negotiated prices.
In addition, the selling shareholder may sell some or all of its
common shares through:
o a block trade in which a broker-dealer may resell a portion of
the block, as principal, in order to facilitate the transaction;
o purchases by a broker-dealer, as principal, and resale by the
broker-dealers for its account; or
o ordinary brokerage transactions and transactions in which a
broker solicits purchasers.
The selling shareholder may enter into hedging transactions with
respect to its shares. For example, the selling shareholder may:
o enter into transactions involving short sales of the common
shares by broker-dealers;
o sell common shares short itself and redeliver such shares to
close out its short positions;
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o enter into option or other types of transactions that require the
selling shareholder to deliver common shares to a broker-dealer,
who will then resell or transfer the common shares under this
prospectus; or
o loan or pledge the common shares to a broker-dealer, who may sell
the loaned shares or, in the event of default, sell the pledged
shares.
The selling shareholder may negotiate and pay broker-dealers
commissions, discounts or concessions for their services. Broker-dealers engaged
by the selling shareholder may allow other broker-dealers to participate in
resales. However, the selling shareholder and any broker-dealers involved in the
sale or resale of the common shares may qualify as "underwriters" within the
meaning of the Securities Act of 1933. In addition, the broker-dealers'
commissions, discounts or concession may qualify as underwriters' compensation
under the Securities Act of 1933. If the selling shareholder or any
broker-dealers qualify as "underwriters," they will be subject to the prospectus
delivery requirements of the Securities Act of 1933.
In addition to selling their common shares under this prospectus, the
selling shareholder may:
o agree to indemnify any broker-dealer or agent against certain
liabilities related to the selling of the common shares,
including liabilities arising under the Securities Act of 1933;
o transfer its common shares in other ways not involving market
makers or established trading markets, including directly by
gift, distribution, or other transfer; or
o sell its common shares under Rule 144 of the Securities Act of
1933 rather than under this prospectus, if the transaction meets
the requirements of Rule 144.
When a particular offering is made, if required, we will distribute to
you a prospectus supplement. This supplement will set forth the names of the
selling shareholders, the aggregate amount and type of shares being offered, the
number of such shares owned before and after the completion of any such
offering, and, to the extent required, the terms of the offering, including the
name or names of any underwriters, broker-dealers or agents, any discounts,
commissions and other terms constituting compensation from the selling
shareholder and any discounts, commissions or concessions allowed or reallowed
or paid to broker-dealers. Any underwriters, brokers, dealers or agents who
participate in any sale of the shares may also perform services for us or our
affiliates.
All expenses of the registration of the shares will be paid by us,
including, without limitation, all registration and filing fees, printing
expenses, expenses of compliance with blue sky laws, fees and disbursements of
our counsel and expenses of any audits incidental to this registration. The
selling shareholder will pay expenses related to any sales commissions or
underwriting discounts and fees and expenses of its counsel incurred in
connection with the sale of shares through this prospectus.
We have agreed to indemnify the selling shareholder and anyone who
controls the selling shareholder against certain liabilities and expenses
arising out of or based upon the information contained in this document,
including liabilities under federal securities laws.
ACCOUNTING EXPERTS
The consolidated financial statements of MCI WorldCom as of December
31, 1998 and 1997, and for each of the years in the three-year period ended
December 31, 1998, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are included
in MCI WorldCom's Annual Report on Form 10-K for the fiscal year ended December
31, 1998, and are incorporated herein by reference, in reliance upon the
authority of such firm as experts in accounting and auditing in giving said
reports.
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The consolidated financial statements of Brooks Fiber Properties, Inc.
as of December 31, 1997, and for each of the years in the two-year period ended
December 31, 1997 have been incorporated by reference in this document and in
the registration statement in reliance upon the report of KPMG LLP, independent
certified public accountants, included in MCI WorldCom's Annual Report on Form
10-K for the year ended December 31, 1998 and incorporated by reference in this
document, and upon the authority of said firm as experts in accounting and
auditing.
The consolidated financial statements of MFS Communications Company,
Inc. as of December 31, 1996, and for the period ended December 31, 1996,
included in MCI WorldCom's Current Report on Form 8-K/A dated August 25, 1996
(filed December 19, 1997), and incorporated by reference into this registration
statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are
incorporated herein by reference, in reliance upon the authority of such firm as
experts in accounting and auditing in giving said reports.
The consolidated financial statements of MCI Communications
Corporation as of December 31, 1997 and 1996, and for each of the years in the
two-year period ended December 31, 1997, included in MCI WorldCom's Current
Report on Form 8-K/A-3 dated November 9, 1997 (filed May 28, 1998), have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent public accountants, given on the authority of such firm as experts
in accounting and auditing.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This document contains or incorporates by reference a number of
forward-looking statements relating to MCI WorldCom within the meaning of the
Private Securities Litigation Reform Act of 1995 with respect to:
o our financial condition;
o our results of operations;
o our business plans;
o our business strategies, operating efficiencies or synergies,
competitive positions and growth opportunities for existing
products;
o the financial and regulatory environment in which we operate;
o our estimated costs to complete or possible future revenues from
in-process research and development programs;
o the likelihood of completion of those programs;
o the outcome of our year 2000 and Euro conversion efforts;
o the plans and objectives of our management;
o the markets for our stock; and
o other matters.
We consider any statements that are not historical facts as
"forward-looking statements" for the purpose of the safe harbor provided by
Section 21E of the Securities Exchange Act of 1934 and Section 27A of the
Securities Act of 1933. These forward-looking statements are necessarily
estimates reflecting the best judgment of our senior management. They involve a
number of risks and uncertainties that could cause actual results to differ
materially from those suggested by the forward-looking statements. These
differences could be material; therefore, you should evaluate forward-looking
statements in light of various important factors, including those set forth or
incorporated by reference in this document.
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Important factors that could cause actual results to differ materially
from estimates or forecasts contained in the forward-looking statements include,
among others:
o the impact of technological change on our businesses, new
entrants and alternative technologies in their respective
businesses and their dependence on the availability of
transmission facilities;
o our ability to integrate our operations with those of the
businesses we have recently acquired or may acquire in the
future;
o risks of international business;
o regulatory risks, including the impact of the Telecommunications
Act of 1996;
o contingent liabilities;
o the impact of competitive services and pricing in our markets;
o risks associated with year 2000 uncertainties and Euro conversion
efforts;
o risks associated with our debt service requirements and interest
rate fluctuations;
o our degree of financial leverage; and
o other risks referenced from time to time in our filings with the
Securities and Exchange Commission.
Words such as "estimate," "project," "plan," "intend," "expect,"
"believe" and similar expressions are intended to identify forward-looking
statements. These forward-looking statements are found at various places
throughout this document and the other documents incorporated by reference,
including our Annual Report on Form 10-K for the year ended December 31, 1998,
including any amendments, and our Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 1999 and June 30, 1999, and any amendments to
these reports.
You should not place undue reliance on these forward-looking
statements, which speak only as of the date of such statements. We do not
undertake any obligation to publicly update or release any revisions to these
forward-looking statements to reflect events or circumstances after the date of
this document or to reflect the occurrence of unanticipated events.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance with those requirements file annual,
quarterly and special reports, proxy statements and other information with the
Securities and Exchange Commission. You may read and copy any reports,
statements or other information that we file with the Securities and Exchange
Commission at the Commission's public reference rooms at the following
locations:
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. Seven World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street,
Washington, D.C. 20549 New York, NY 10048 Suite 1400
Chicago, IL 60661-2511
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Please call the Commission at 1-800-SEC-0330 for further information
on the public reference rooms. These filings with the Commission are also
available to the public from commercial document retrieval services and at the
Internet world wide web site maintained by the Commission at
"http://www.sec.gov." Reports, proxy statements and other information concerning
MCI WorldCom are also available for inspection at the offices of The Nasdaq
National Market, which is located at 1735 K Street, N.W., Washington, D.C.
20006.
This prospectus is part of a registration statement we filed with the
Securities and Exchange Commission. As allowed by Commission rules, this
document does not contain all the information you can find in this registration
statement or the exhibits to the registration statement. You can get a copy of
the registration statement from the sources listed above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Commission allows us to "incorporate by reference" information
into this document, which means that we can disclose important information to
you by referring you to other documents filed separately with the Commission.
The information incorporated by reference is considered part of this document,
except for any information superseded by information contained directly in this
document or in later filed documents incorporated by reference in this document.
This document incorporates by reference the documents set forth below
that we have previously filed with the Commission. These documents contain
important business and financial information about MCI WorldCom that is not
included in or delivered with this document.
MCI WorldCom Filings
(File No. 000-11258,
formerly Resurgens Communications
Group, Inc. (File No. 1-10415)) Period
Annual Report on Form 10-K Fiscal year ended December 31, 1998.
Quarterly Reports on Form 10-Q Quarters ended March 31, 1999 and June 30,
1999.
Current Reports on Form 8-K Form 8-K/A dated August 25, 1996 (filed
December 19, 1997), Form 8-K/A-3 dated
November 9, 1997 (filed May 28, 1998), and
Form 8-K/A dated July 12, 1999 (filed July
12, 1999).
The description of MCI WorldCom Resurgens' Registration Statement on
common stock set forth in Form 8-A dated December 12, 1989, as updated
Resurgens' Registration Statement by the descriptions contained in the MCI
on Form 8-A WorldCom's Registration Statement on Form
S-4 (File No. 333-16015), as declared
effective by the Securities and Exchange
Commission on November 14, 1996, which
includes the Joint Proxy
Statement/Prospectus dated November 14, 1996
with respect to the MCI 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" and by
the descriptions contained in MCI WorldCom's
Proxy Statement dated April 23, 1999 under
the following captions: "Approval of
Amendment to Second Amended and Restated
Articles of Incorporation, as Amended, To
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Increase Authorized Shares of Common Stock"
and "Future Proposals of Security Holders."
The description of the MCI MCI WorldCom's Registration Statement on
WorldCom rights to acquire Form 8-A dated August 26, 1996, as updated
preferred stock set forth in its by MCI WorldCom's Current Report on Form 8-K
Registration Statement on Form dated May 22, 1997 (filed June 6, 1997).
S-A
The description of MCI WorldCom MCI WorldCom's Registration Statement on
series B convertible preferred Form 8-A dated November 13, 1996
stock
The description of MCI WorldCom MCI WorldCom's Registration Statement on
series C $2.25 cumulative Form 8-A dated August 26, 1999 (filed August
convertible exchangeable preferred 26, 1999)
stock.
We also incorporate by reference additional documents that may be
filed with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act prior to the termination of this offering. These include periodic
reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K, as well as proxy statements.
You can obtain any of the documents incorporated by reference through
the Commission or the Commission's Internet web site as described above. You may
also obtain them by requesting them from us in writing or by telephone at the
following address or phone numbers:
MCI WORLDCOM, Inc.
500 Clinton Center Drive
Clinton, Mississippi 39056
Attention: Investor Relations Department
Telephone: (877) 624-9266 or (601) 460-5600
Documents incorporated by reference are available from us without charge,
excluding all exhibits, except that if we have specifically incorporated by
reference an exhibit in this document, the exhibit will also be provided without
charge.
You should rely only on the information contained or incorporated by
reference in this document. We have not authorized anyone to provide you with
information that is different from what is contained in this document. This
document is dated October __, 1999. You should not assume that the information
contained in this document is accurate as of any date other than that date.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses (other than underwriting discounts and sales commissions)
relating to the registration of common shares will be borne by us. These
expenses are estimated to be as follows*:
SEC Registration Fee ------------------------------ $ 4,621
Accountants' Fees --------------------------------- 5,000
Legal Fees ---------------------------------------- 5,000
Miscellaneous ------------------------------------- 1,379
-------
Total ---------------------------------------- $16,000
* The selling shareholder will pay expenses related to the securities
laws of any state and any sales commissions or underwriting discounts and fees
and expenses of its counsel incurred in connection with the sale of shares
registered hereunder.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 14-2-202(b)(4) of the Georgia Business Corporation Code (the
"GBCC") 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 Section14-2-832 of the GBCC. Section 14-2-202(b)(4)
also does not eliminate or limit the rights of MCI 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 MCI WorldCom's Second Amended and
Restated Articles of Incorporation, as amended, are similar in all substantive
respects to those contained in Section 14-2-202(b)(4) of the GBCC as outlined
above. Article Ten further provides that the liability of directors of MCI
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 GBCC govern the
indemnification of directors, officers, employees, and agents. Section
14-2-851of the GBCC permits indemnification of a director of MCI 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 and whether formal or informal (including, subject to certain
limitations, civil actions brought as derivative actions by or in the right of
MCI WorldCom) in which he or she is made a party by reason of being a director
of MCI WorldCom and of directors who, at the request of MCI 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
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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, whether or
not involving action in his or her official capacity.
Prior to indemnifying a director under Section 14-2-851 of the GBCC, a
determination must be made that the director has met the relevant standard of
conduct. Such determination must be made under Section 14-2-855 of the GBCC
by:(i) a majority vote of a quorum consisting of disinterested directors (ii) a
duly designated committee of disinterested 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 do not qualify as
disinterested directors.
Section 14-2-856 of the GBCC provides that 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 GBCC,
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 GBCC 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 MCI WorldCom, are entitled to
mandatory indemnification against reasonable expenses incurred in connection
therewith.
The GBCC 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 MCI 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 GBCC, or (4) for any transaction in
which the director obtained an improper personal benefit.
Section 14-2-857 of the GBCC provides that an officer of MCI 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, subject to
the same limitations as described above. In addition, MCI WorldCom may, as
provided by either MCI WorldCom's Second Amended and Restated Articles of
Incorporation, as amended, MCI WorldCom's Restated Bylaws, general or specific
actions by its board of directors, or by 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 MCI WorldCom's Restated
Bylaws and Article Twelve of MCI WorldCom's Second Amended and Restated Articles
of Incorporation, as amended, are consistent with the foregoing provisions of
the GBCC. However, MCI WorldCom's Second Amended and Restated Articles of
Incorporation, as amended, prohibit indemnification of a director who did not
believe in good faith that his or her actions were in, or not opposed, MCI
WorldCom's best interests, or to have improperly received a personal benefit, or
in the case of a criminal proceeding, if such director had reasonable cause his
or her conduct was unlawful, or in the case of a proceeding by or in the right
of MCI WorldCom, to which such director was adjudged liable to MCI WorldCom,
unless a court shall determine that the director is fairly and reasonably
II-2
<PAGE>
entitled to indemnification in view of all the circumstances. MCI WorldCom's
Restated Bylaws extend the indemnification available to officers under the GBCC
to employees and agents.
ITEM 16. EXHIBITS.
See Exhibit Index.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(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 this 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 this 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 SEC pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20% 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 this registration
statement or any material change to such information in this
registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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 view 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.
(4) For purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to Section 13(a)
or Section 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 the 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.
(5) 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, we
have been advised that in the opinion of the SEC that such indemnification is
II-3
<PAGE>
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of 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 Securities Act of 1933 and will be governed by the
final adjudication of such issue.
II-4
<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 Clinton, State of Mississippi, on October 1, 1999.
MCI 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, 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 or she 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/ Clifford L. Alexander, Jr.
- ----------------------------------- Director October 1, 1999
Clifford L. Alexander, Jr.
/s/ James C. Allen
- ----------------------------------- Director October 1, 1999
James C. Allen
/s/ Judith Areen
- ----------------------------------- Director October 1, 1999
Judith Areen
/s/ Carl J. Aycock
- ----------------------------------- Director October 1, 1999
Carl J. Aycock
/s/ Max E. Bobbitt
- ----------------------------------- Director October 1, 1999
Max E. Bobbitt
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Bernard J. Ebbers
- ----------------------------------- Director, President and Chief October 1, 1999
Bernard J. Ebbers Executive Officer (Principal
Executive Officer)
/s/ Francesco Galesi
- ----------------------------------- Director October 1, 1999
Francesco Galesi
/s/ Stiles A. Kellett, Jr.
- ----------------------------------- Director October 1, 1999
Stiles A. Kellett, Jr.
/s/ Gordon S. Macklin
- ----------------------------------- Director October 1, 1999
Gordon S. Macklin
/s/ John A. Porter
- ----------------------------------- Director October 1, 1999
John A. Porter
/s/ Timothy F. Price
- ----------------------------------- Director October 1, 1999
Timothy F. Price
/s/ Bert C. Roberts, Jr.
- ----------------------------------- Chairman of the Board October 1, 1999
Bert C. Roberts, Jr.
/s/ John W. Sidgmore
- ----------------------------------- Director October 1, 1999
John W. Sidgmore
/s/ Scott D. Sullivan
- ----------------------------------- Director and Chief Financial October 1, 1999
Scott D. Sullivan Officer (Principal Financial
Officer and Principal
Accounting Officer)
/s/ Lawrence C. Tucker October 1, 1999
- ----------------------------------- Director
Lawrence C. Tucker
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Juan Villalonga
- ----------------------------------- Director October 1, 1999
Juan Villalonga
</TABLE>
II-7
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger dated as of November 9, 1997 among MCI
WorldCom, TC Investments Corp. and MCI Communications Corporation
(incorporated by reference to Exhibit 2.1 to the Company's Current
Report on Form 8-K dated November 9, 1997 (filed November 12, 1997)
(File No. 0-11258))*
2.2 Agreement dated as of November 9, 1997 among British
Telecommunications plc, MCI WorldCom and MCI Communications
Corporation (incorporated by reference to Exhibit 99.1 to the
Company's Current Report on Form 8-K dated November 9, 1997 (filed
November 12, 1997) (File No. 0-11258))*
2.3 Agreement and Plan of Merger, dated as of September 7, 1997, by and
among H&R Block, Inc., H&R Block Group, Inc., CompuServe Corporation,
MCI WorldCom, and Walnut Acquisition Company, L.L.C. (incorporated
herein by reference to Exhibit 2.1 to the Company's Current Report on
Form 8-K dated September 7, 1997 (File No. 0-11258))*
2.4 Purchase and Sale Agreement by and among America Online, Inc., ANS
Communications, Inc. and MCI WorldCom, dated as of September 7, 1997
(incorporated herein by reference to Exhibit 2.4 to the Company's
Current Report on Form 8-K dated September 7, 1997 (File No.
0-11258))*
2.5 Amended and Restated Agreement and Plan of Merger dated as of October
1, 1997 by and among MCI WorldCom, BV Acquisition, Inc. and Brooks
Fiber Properties, Inc. (incorporated by reference to Exhibit 2.1 to
WorldCom's Registration Statement on Form S-4 (File No. 333-43253))*
3.1 Second Amended and Restated Articles of Incorporation of MCI WORLDCOM,
Inc. (including preferred stock designations), as amended as of
October 1, 1999 (incorporated herein by reference to Exhibit 4.1 of
MCI WorldCom's Post-Effective Amendment on Form S-8 to Registration
Statement on Form S-4 filed on October 1, 1999 (File No. 333-85919)
3.2 Restated Bylaws of MCI WORLDCOM, Inc. (incorporated herein by
reference to Exhibit 3.2 to MCI WORLDCOM, Inc.'s Current Report on
Form 8-K dated September 14, 1998) (Filed September 29, 1998) (File
No. 0-11258)
4.1 See Exhibit 3.1
4.2 See Exhibit 3.2
4.3 Rights Agreement dated as of August 25, 1996 between MCI WorldCom 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) filed by MCI WorldCom with the Securities and
Exchange Commission on August 26, 1996 (File No. 0-11258))
4.4 Amendment No. 1 to Rights Agreement dated as of May 22, 1997 by and
between MCI WorldCom and The Bank of New York, as Rights Agent
(incorporated herein by reference to Exhibit 4.2 to MCI WorldCom's
Current Report on Form 8-K dated May 22, 1997 (filed June 6, 1997)
(Filed No. 0-11258))
5.1 Opinion of Counsel re: legality
23.1 Consent of Arthur Andersen LLP
II-8
<PAGE>
23.2 Consent of KPMG LLP
23.3 Consent of Arthur Andersen LLP
23.4 Consent of PricewaterhouseCoopers LLP
23.5 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (included in signature page)
- --------------------------------
* The registrant hereby agrees to furnish supplementally a copy of any omitted
schedules to this Agreement to the Securities and Exchange Commission upon
request.
II-9
EXHIBIT 5.1
October 1, 1999
Board of Directors MCI WORLDCOM, Inc.
500 Clinton Center Drive
Clinton, Mississippi 39056
Ladies and Gentlemen:
I am General Counsel -- Corporate Development of MCI WORLDCOM, Inc., a
Georgia corporation (the "Company"), and am familiar with a Registration
Statement on Form S-3 (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), relating to the proposed public
offering and sale of shares (the "Shares") of Common Stock, par value $.01 per
share, of the Company to be issued to the selling shareholder named therein in
connection with its exercise of exchange rights pursuant to the Stockholders and
Exchange Rights Agreement dated as of September 19, 1996 by and among Mtel Latin
America, Inc., Mtel International, Inc. and Newbridge Latin America, L.P., as
amended, in connection with the Agreement and Plan of Merger dated as of May 28,
1999 by and among the Company, Empire Merger Inc., a wholly-owned subsidiary of
the Company, and SkyTel Communications, Inc. (collectively, the "Agreements")
In connection herewith, I have examined and relied without
investigation as to matters of fact upon the Registration Statement, including
the prospectus contained therein, the Second Amended and Restated Articles of
Incorporation, as amended, and the Restated Bylaws of the Company, certificates,
statements and results of inquiries of public officials and officers and
representatives of the Company, and such other documents, corporate records,
opinions and instruments as I have deemed necessary or appropriate to enable me
to render the opinions expressed below. I have assumed the genuineness of all
signatures appearing on documents examined by me, the legal competence and
capacity of each person that executed documents, the authenticity of documents
submitted to me as originals and the conformity to authentic original documents
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, in reliance thereon and subject to the
exceptions, qualifications and limitations stated herein and the effectiveness
of the Registration Statement under the Securities Act, I am of the following
opinions:
1. The Company is a corporation validly existing under the laws of the
State of Georgia; and
2. The Shares, when issued in accordance with the terms of the
Agreements, will be validly issued, fully paid and non-assessable.
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<PAGE>
This opinion is not rendered with respect to any laws other than the
latest codification of the Georgia Business Corporation Code available to me.
This opinion has not been prepared by an attorney admitted to practice in
Georgia.
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
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 Securities Act or the rules and regulations of the Commission.
Very truly yours,
/s/ P. Bruce Borghardt
---------------------------------------
P. Bruce Borghardt
General Counsel - Corporate Development
II-11
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
October 1, 1999, of our report dated February 10, 1999, included in MCI
WORLDCOM, Inc.'s Form 10-K for the year ended December 31, 1998, and to all
references to our Firm included in this registration statement.
/S/ ARTHUR ANDERSEN LLP
Jackson, Mississippi,
October 1, 1999.
II-12
EXHIBIT 23.2
Independent Auditors' Consent
The Board of Directors and Shareholders
MCI WORLDCOM, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-3 of MCI WORLDCOM, Inc. of our report dated February 18, 1998, relating to the
consolidated balance sheet of Brooks Fiber Properties, Inc. and subsidiaries as
of December 31, 1997, and the related consolidated statements of operations,
changes in shareholders' equity, and cash flows for each of the years in the
two-year period ended December 31, 1997, which report appears in MCI WORLDCOM,
Inc.'s Form 10-K for the year ended December 31, 1998 and to the reference to
our firm in this registration statement under the heading "Accounting Experts."
/S/ KPMG LLP
St. Louis, Missouri
October 1, 1999
II-13
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-3, to be filed on or around
October 1, 1999, of our reports dated February 20, 1997, on the Consolidated
Financial Statements of MFS Communications Company, Inc. included in MCI
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.
/S/ ARTHUR ANDERSEN LLP
Omaha, Nebraska,
October 1, 1999.
II-14
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of MCI WORLDCOM, Inc. of our report dated April 9, 1998
related to the consolidated financial statements of MCI Communications
Corporation as of December 31, 1997 and 1996, and for the three years ended
December 31, 1997 which appears in MCI WORLDCOM, Inc.'s Current Report on Form
8-K/A-3 dated November 9, 1997 (filed May 28, 1998). We also consent to the
references to us under the headings "Accounting Experts" in such Registration
Statement.
/S/ PricewaterhouseCoopers LLP
Washington, D.C.
October 1, 1999
II-15
