SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
AMENDMENT NO. 8
to
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
AMENDMENT NO. 9
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 9 pages Exhibit Index is located on page 8.
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<PAGE>
Amendment No. 8 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. 8 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. 8 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. 8 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,
February 12, 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:
"On 15 February, 1999 (Sydney, Australia time), Purchaser filed with the
Australian Stock Exchange notice pursuant to Section 663(3) of the Corporations
Law declaring that the Offer is free from that part of the condition contained
in Section 14 of the Offer to Purchase and set out in Section 1.2(i)(A) and
Section 1.2(i)(B) of the Offer, known as the 75% condition, but not the
remainder of the condition contained in Section 14 of the Offer to Purchase and
set out in Section 1.2(i) of the Offer, known as the 90% condition. A copy of
the notice is filed as Exhibit (a)(20) hereto and is incorporated herein by
reference."
"On 15 February, 1999, Purchaser filed with the Australian Stock Exchange
notice pursuant to Section 663(4) of the Corporations Law regarding the status
of the conditions set out in Section 14 of the Offer to Purchase. A copy of the
notice is filed as Exhibit (a)(21) hereto and is incorporated herein by
reference."
"Under the Corporations Law, one of the two alternative parts of the 75%
condition must be satisfied in order for Purchaser to proceed with the
compulsory acquisition of the remaining Shares of OzEmail. On 16 February, 1999,
(Sydney, Australia time), the ASIC issued a declaration modifying the
Corporations Law with respect to the requirements for compulsory acquisition
permitting the second part of the 75% condition to be calculated five days,
instead of one month, after the end of the Offer period. Absent the
modification, a one month waiting period would be required after the expiration
of the Offer before compulsory acquisition could commence under the second part
of the 75% condition. For this Offer, however, the waiting period has been
amended and reduced to five days. A copy of the declaration modifying the
Corporations Law is filed as Exhibit (a)(22) 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:
<PAGE>
Amendment No. 8 to 14D-1
CUSIP NO. 692674104 Page 6 of 9 Pages
"(a)(20) Notice pursuant to Section 663(4) of the Corporation Law in the
form to filed by Purchaser with the Australian Stock Exchange on 15 February,
1999."
"(a)(21) Notice pursuant to Section 663(3) of the Corporation Law in the
form to filed by Purchaser with the Australian Stock Exchange on 15 February,
1999."
"(a)(22) Declaration pursuant to Section 730 of the Corporation Law given
by the Australian Securities and Investments Commission on 16 February, 1999."
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. 8 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 16, 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. 8 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.
(a)(20) Notice pursuant to Section 663(4) of the Corporation Law in
the form to filed by Purchaser with the Australian Stock
Exchange on 15 February, 1999.
(a)(21) Notice pursuant to Section 663(3) of the Corporation Law in
the form to filed by Purchaser with the Australian Stock
Exchange on 15 February, 1999.
<PAGE>
Amendment No. 8 to 14D-1
CUSIP NO. 692674104 Page 9 of 9 Pages
(a)(22) Declaration pursuant to Section 730 of the Corporation Law
given by the Australian Securities and Investments Commission
on 16 February, 1999.
(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)(20)
UUNET HOLDINGS AUSTRALIA PTY LIMITED
ACN 085 531 684
Registered office: 44 Martin Place, Sydney, New South Wales 2000 Australia
NOTICE UNDER SECTION 663(4) OF THE CORPORATIONS LAW
UUNET Holdings Australia Pty Limited (`UUNET') states, pursuant to the
provisions of section 663(4) of the Corporations Law, that:
<PAGE>
1. As at the date of this Notice UUNET has not declared its offers
dated January 8, 1999 (Sydney time) (January 7, 1999 New York
time) (`Offers') for all ordinary shares and American Depositary
Shares in OzEmail Limited (ACN 066 387 157) (`OzEmail'), and each
contract formed by the acceptance of any of the Offers, to be free
from the conditions set out in section 14 of the Offers.
2. The Offers have not become free from the condition set out in
section 14(i) of the Offers by the operation of section 664(2) of
the Corporations Law.
3. To the knowledge of UUNET, at the time of lodgment of this notice
for publication:
(a) with regard to the condition set out in section 14(i) of the
Offers:
(i) that part of the condition referred to in
section 14(i) of the Offers and set out in section
1.2(i)(A) and section 1.2(i)(B) of the Offers, known as
the 75% condition has been waived;
(ii) the remainder of the condition referred to in section
14(i) of the Offers and set out in section 1.2(i)
of the Offers, known as the 90% condition has not
been fulfilled;
(b) the condition set out in section 14(ii) of the Offers has
been fulfilled;
(c) none of the conditions set out in section 14(iii) has been
fulfilled, but none of the events referred to in section
14(iii) has occurred.
4. At the time of lodging this notice for publication UUNET, to its
knowledge, was entitled (within the meaning of the Corporations
Law) to approximately 88.5% of the voting shares on issue in
OzEmail.
DATED 15 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
Exhibit (a)(21)
UUNET HOLDINGS AUSTRALIA PTY LIMITED
ACN 085 531 684
Registered office: 44 Martin Place, Sydney, New South Wales 2000 Australia
NOTICE UNDER SECTION 663(3) OF THE CORPORATIONS LAW
UUNET Holdings Australia Pty Limited (`UUNET') declares, pursuant to the
provisions of section 663(2) and 663(3) of the Corporations Law, that:
1. The offers dated January 8, 1999 (Sydney time) (January 7, 1999 New
York time) (`Offers') for all ordinary shares and American Depositary
Shares in OzEmail Limited (ACN 066 387 157) (`OzEmail'), and each
contract formed by the acceptance of any of the Offers,are free from
that part of the condition referred to in section 14(i) of the Offers
and set out in section 1.2(i)(A) and section 1.2(i)(B) of the Offers,
known as the 75% condition (but not the remainder of the condition
referred to in section 14(i) of the Offers and set out in section
1.2(i) of the Offers, known as the 90% condition).
2. At the time of lodging this notice for publication UUNET, so far as
it knows, was entitled (within the meaning of the Corporations Law)
to approximately 88.5% of the voting shares on issue in OzEmail.
DATED 15 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
Exhibit (a)(22)
Australian Securities & Investments Commission
Corporations Law Section 730 - Declaration
Pursuant to subsection 730(1) of the Corporations Law ("Law") the Australian
Securities and Investments Commission ("Commission") declares that Chapter 6 of
the Law applies in relation to the person named in Schedule A in the case
referred to in Schedule B as if Subsection 701(2)(c)(ii) were modified by
replacing the words "one month" with the words "five days".
Schedule A
UUNET Holdings Australia Pty Limited ACN 085 531 684
Schedule B
A takeover scheme by the Offeror in relation to fully paid ordinary shares and
American Depositary Shares representing fully paid ordinary shares in OzEmail
Limited ACN 066 387 157 in respect of which a Part A statement was registered by
the Commission on 23 December 1998.
Dated 16 February 1999.
/s/ Neil Johnson
- -------------------
Signed Neil Johnson
delegate of the Australian Securities and Investments Commission
