SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
AMENDMENT NO. 5
to
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
AMENDMENT NO. 6
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. 5 to 14D-1
CUSIP NO. 692674104 Page 2 of 8 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. 5 to 14D-1
CUSIP NO. 692674104 Page 3 of 8 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. 5 to 14D-1
CUSIP NO. 692674104 Page 4 of 8 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. 5 to 14D-1
CUSIP NO. 692674104 Page 5 of 8 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 and February 3, 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 10. ADDITIONAL INFORMATION.
Items 10(f) is hereby amended and supplemented by the following:
"On February 8, 1999 (New York City time), Parent and Purchaser
announced that the expiration date for the Offer has been extended to 1:00 A.M.,
New York City time, on Wednesday, 24 February, 1999 and at 5:00 P.M., Sydney
time, on Wednesday, 24 February, 1999. Copies of the press release and letter to
shareholders announcing the extension are filed as Exhibit (a)(14) and Exhibit
(a)(15) hereto, respectively, and are incorporated herein by reference."
"On February 9, 1999 (Sydney time), Purchaser filed a Notice of
Variation of Offer pursuant to Section 657 of the Corporations Law with the
Australian Stock Exchange amending the Offer to extend the expiration date to
1:00 A.M., New York City time, on Wednesday, 24 February, 1999 and at 5:00 P.M.,
Sydney time, on Wednesday, 24 February, 1999. A copy of the notice is filed as
Exhibit (a)(16) hereto and is incorporated herein by reference."
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by the addition of the
following paragraph thereto:
"(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
Corporations Law in the form filed by Purchaser with the
Australian Stock Exchange on 9 February, 1999 (Sydney,
Australia time)."
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. 5 to 14D-1
CUSIP NO. 692674104 Page 6 of 8 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 9, 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>
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).
(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
<PAGE>
Amendment No. 5 to 14D-1
CUSIP NO. 692674104 Page 8 of 8 Pages
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)(14)
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, INC.
ANNOUNCES EXTENSION OF THE EXPIRATION DATE
OF THE TENDER OFFER FOR
ORDINARY SHARES AND ADSs OF OZEMAIL LIMITED
JACKSON, Miss., February 8, 1999-MCI WORLDCOM, Inc. (Nasdaq:WCOM) today
announced that it is extending the expiration date of 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) to 1:00
A.M., New York City time, on Wednesday, 24 February, 1999 and at 5:00 P.M.,
Sydney time, on Wednesday, 24 February, 1999. MCI WorldCom noted that the other
terms and conditions of the tender offer remained unchanged.
UUNET Australia has been advised by the registry and the depositary for
the offer that as of approximately 8:00 p.m., New York City time, on this date,
79,160,448 ordinary shares and 39,013,728 ordinary shares represented by ADSs
and/or subject to guarantees of delivery have been validly tendered and not
withdrawn which, together with the 21,863,174 ordinary shares already owned by
UUNET, represent approximately 94% of the number of shares outstanding.
Approximately 61% of the offerees who were registered holders of ordinary shares
have tendered and not withdrawn their acceptances.
UUNET Australia has commenced a cash tender offer for all ordinary
shares of OzEmail Limited, including all outstanding ADSs represented by
American Depositary Receipts, at US$2.20 per ordinary share (US$22.00 per ADS).
As extended, the tender offer and withdrawal rights are now scheduled to expire
at 1:00 A.M., New York City time, on Wednesday, 24 February, 1999 and at 5:00
P.M., Sydney time, on Wednesday, 24 February, 1999. 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
<PAGE>
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 communications company with revenue 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 38,000 buildings
worldwide. For more information on MCI WorldCom, visit the World Wide Web at
http://www.mciworldcom.com or http://www.wcom.com.
Exhibit (a)(15)
9 February, 1999
IMPORTANT NOTICE TO ALL SHAREHOLDERS/ADS
HOLDERS OF OZEMAIL LIMITED
Dear Shareholder/ADS holder,
MCI WORLDCOM HAS RECEIVED ACCEPTANCES TOTALLING 94% OF OZEMAIL
As you are aware, MCI WORLDCOM, Inc. is currently offering, through its
subsidiary UUNET Holdings Australia Pty Limited ("Purchaser"), to acquire all of
the ordinary shares and American Depositary Shares ("ADSs") of OzEmail Limited
("OzEmail") by way of a takeover offer. The offer price is US$2.20 per ordinary
share and US$22.00 per ADS and will be paid to you in cash.
The scheduled expiration date for the offer was 9 February, 1999. As at the
close of business New York time on 8 February 1999, MCI WORLDCOM, Inc. had been
advised by the Registry and the U.S. Depositary that they had received valid
acceptances from shareholders holding 140,037,350 shares (including 39,013,728
shares represented by ADSs), which together with the 21,863,174 shares already
owned by the Purchaser, represented approximately 94% of OzEmail. In addition,
approximately 61% of the offerees who were registered holders of ordinary shares
had tendered and not withdrawn their acceptances.
To enable shareholders and ADR holders a further chance to accept, MCI WORLDCOM
has extended the offer. The offer and withdrawal rights are now scheduled to
expire at 5:00 P.M., Sydney time and 1:00 A.M., New York City time, on 24
February, 1999. The other terms and conditions of the offer remain unchanged. WE
URGE YOU TO ACCEPT THE OFFER AS SOON AS POSSIBLE.
If you require a Transfer and Acceptance Form (blue form for holders of ordinary
shares) or a Letter of Transmittal (yellow form for holders of ADSs) or
additional copies of the Offer to Purchase please call any of the numbers
located on the reverse side of this letter.
Yours sincerely,
/s/ JOHN W. SIDGMORE
- ---------------------
John W. Sidgmore
Vice Chairman
515 East Amite Street
Jackson, MS 39201
601 360 8600
<PAGE>
Facsimile copies of the Letter of Transmittal, properly completed and
duly signed, will be accepted. The Letter of Transmittal, ADRs evidencing ADSs
and any other required documents should be sent by each tendering holder of ADSs
of OzEmail or such holder's broker, dealer, commercial bank, trust company or
other nominee to the U.S. Depositary as follows:
The U.S. Depositary for the Offer is:
The Bank of New York
By Mail:
Tender & Exchange Department
P.O. Box 11248
Church Street Station
New York, New York 10286-1248
By Facsimile Transmission:
(for Eligible Institutions Only)
(212) 815-6213
By Hand or Overnight Delivery:
Tender & Exchange Department
101 Barclay Street
Receive and Deliver Window
New York, New York 10286
For Confirmation Telephone:
(800) 507-9357
Facsimile copies of the Acceptance and Transfer Form, properly
completed and duly signed, will be accepted. The Acceptance and Transfer Form,
Share certificate(s) (in the case of a holder tendering certificated Shares) and
any other dealer required documents should be sent by each tendering holder of
Shares of OzEmail or his broker, dealer, commercial bank, trust company or other
nominee to the Registry, or if such holder is in the United States, the U.S.
Depositary.
The Registry for the Offer in Australia is:
National Registry Services Pty Limited
By Mail: By Facsimile Transmission: By Hand:
Reply Paid 85 (02) 9372 6011 Level 1, Grosvenor Place
PO Box N460 225 George Street
Grosvenor Place Sydney NSW 2000
NSW 1219 Tel: (02) 9372 6060
Any questions or requests for assistance or additional copies of the
Offer, the Acceptance and Transfer form, the Letter of Transmittal and the
Notice of Guaranteed Delivery may be directed to the Information Agent or the
Dealer Manager at their respective telephone numbers and locations listed below.
Holders may also contact their broker, dealer, commercial bank or trust company
or other nominee for assistance concerning the Offer.
The Information Agent for the Offer in the United States is:
MACKENZIE
PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (call collect)
or
From the United States Call Toll-Free (800) 322-2885
The Financial Advisor to MCI WORLDCOM, Inc. is:
Merrill Lynch
Level 49, MLC Centre Merrill Lynch World Headquarters
19-29 Martin Place North Tower
Sydney NSW 2000 World Financial Center
(02) 9226 5342 (call collect) New York, New York 10281-1305
(212) 449-8971 (call collect)
The Dealer Manager for the Offer in the United States is:
Merrill Lynch
Merrill Lynch World Headquarters
North Tower
World Financial Center
New York, New York 10281-1305
(212) 449-8971 (call collect)
Exhibit (a)(16)
A copy of this Notice was registered on 9 February 1999 by the Australian
Securities and Investments Commission ('ASIC'). The ASIC takes no responsibility
as to the contents of this Notice.
UUNET HOLDINGS AUSTRALIA PTY LIMITED
ACN 085 531 684
Registered office: 44 Martin Place, Sydney, New South Wales 2000 Australia
NOTICE OF VARIATION OF OFFER
PURSUANT TO SECTION 657 OF THE CORPORATIONS LAW
TO OzEmail Limited (ACN 066 387 157) ('OzEmail')
AND TO Each holder of Ordinary Shares in OzEmail and to each holder of
American Depositary Shares in OzEmail to whom an Offer dated January
8, 1999 (Sydney time)(January 7, 1999, New York time)('Offer') was
made and to which a Part A Statement dated 22 December 1998 served on
OzEmail relates.
UUNET Holdings Australia Pty Limitd ('UUNET') gives notice under section 657 of
the Corporations Law that it varies the Offer and accompanying documents by:
(a) extending the period during which the Offer remains open for
acceptance until 1:00 am (New York time) on Wednesday, February 24,
1999 and until 5:00 pm (Sydney time) on Wednesday, February 24, 1999;
(b) on the front cover of the Offer, varying the date referred to from
'Tuesday, February 9, 1999' to 'Wednesday, February 24, 1999';
(c) on the first page of the booklet containing the Offer and Part A
Statement, in the letter from the Vice Chairman of MCI WORLDCOM, INC.,
John W. Sidgmore, in the last sentence, varying the date referred to
from 'Tuesday, February 9, 1999' to 'Wednesday, February 24, 1999';
(d) on page 1 of the Offer, lines 15-16, varying the date referred to from
'Tuesday, February 9, 1999' to 'Wednesday, February 24, 1999';
(e) on page 4 of the Offer, in the section entitled 'Expiration Date',
varying the date referred to from 'Tuesday, February 9, 1999' to
'Wednesday, February 24, 1999';
(f) on page 8 of the Offer, in paragraph 1.1, in the definition
of 'Expiration Date', varying the date referred to from 'Tuesday
February 9, 1999' to 'Wednesday, February 24, 1999';
(g) on page 46 of the Offer, in the definition of 'Expiration Date',
varying the date referred to from 'Tuesday, February 9, 1999' to
'Wednesday, February 24, 1999';
(h) on page 47 of the Offer, varying the date referred to in the
definition of 'Offer Period' from 'Tuesday, February 9, 1999' to
'Wednesday, February 24, 1999';
<PAGE>
(i) on page 2 of the Part A Statement, in paragraph 2, varying the date
referred to from '9 February, 1999' to 'Wednesday, February 24, 1999';
(j) on the first page of the Acceptance and Transfer Form, varying the
date referred to from 'Tuesday, February 9, 1999' to 'Wednesday,
February 24, 1999'; and
(k) on the first page of the Letter of Transmittal, varying the date
referred to from 'Tuesday, February 9, 1999' to 'Wednesday, February
24, 1999'.
DATE 9 February 1999
SIGNED on behalf of UUNET by Leigh Robert Brown, being a director of UUNET
authorised to sign this Notice by a resolution passed by the directors of UUNET.
/s/ LEIGH ROBERT BROWN
- -----------------------------
Leigh Robert Brown - Director
UUNET
