SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
AMENDMENT NO. 10
to
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
AMENDMENT NO. 11
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.
================================================================================
<PAGE>
Amendment No. 10 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
143,401,463
- -------------------------------------------------------------------------------
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)
96%
- -------------------------------------------------------------------------------
10. TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Amendment No. 10 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
143,401,463
- -------------------------------------------------------------------------------
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)
96%
- -------------------------------------------------------------------------------
10. TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Amendment No. 10 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
143,401,463
- --------------------------------------------------------------------------------
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)
96%
- --------------------------------------------------------------------------------
10. TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Amendment No. 10 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, February 12, 1999, February 16, 1999 and February
18, 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 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
See Below
ITEM 10. ADDITIONAL INFORMATION
Items 6(a), 6(b), 7 and 10(f) are hereby amended and supplemented by
the following:
"The Offer expired at 1:00 A.M., New York City time, on Wednesday,
February 24, 1999 and at 5:00 P.M., Sydney time, on Wednesday, 24 February,
1999. The Registry and Depositary for the Offer have advised Purchaser that at
the expiration of the Offer, there were validly tendered and not withdrawn
pursuant to the Offer 121,538,289 shares (including shares represented by ADSs
and/or subject to guarantees of delivery). The Purchaser has accepted all such
Shares for payment pursuant to the Offer. These Shares, together with the
21,863,174 ordinary shares already owned by Purchaser, represent approximately
96% of the number of shares outstanding.
Purchaser will make payment for tendered shares on March 1, 1999, three
business days after the Expiration Date.
Pursuant to a modification to the Corporations Law received from ASIC,
Purchaser expects, five days after the Expiration Date, to satisfy the 75%
(number of registered holders) test under the Corporations Law so that Purchaser
may proceed to compulsorily acquire ordinary shares (including ordinary shares
represented by ADSs) not tendered in the Offer.
Accordingly, Purchaser expects to make a further announcement on March
1, 1999 (New York City time) that it intends to exercise its right under the
Corporations Law to acquire by compulsory acquisition all OzEmail ordinary
shares (including shares represented by ADSs) still outstanding.
On February 24, 1999, Parent issued a press release announcing the
expiration of the Offer. A copy of such press release is attached as Exhibit
(a)(24) hereto and is incorporated herein by reference.
<PAGE>
Amendment No. 10 to 14D-1
CUSIP NO. 692674104 Page 6 of 9 Pages
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by the addition of the
following paragraph thereto:
"(a)(24) News Release dated February 24, 1999 (Jackson, MS time),
issued by Parent."
The undersigned hereby agree to jointly file a statement on Schedule
14D-1 and Schedule 13D, together with any amendments thereto, with the SEC
pursuant to the requirements of Rule 14d-1 and Rule 13d-1 under the Securities
Exchange Act of 1934, as amended.
<PAGE>
Amendment No. 10 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 24, 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. 10 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. 10 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.
*(a)(23) News Release dated 17 February, 1999 (Sydney, Australia time),
issued by OzEmail.
(a)(24) News Release dated February 24, 1999 (Jackson, MS time),
issued by Parent.
(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)(24)
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 COMPLETION OF THE TENDER OFFER FOR
ORDINARY SHARES AND ADSs OF OZEMAIL LIMITED
JACKSON, Miss., February 24, 1999-MCI WORLDCOM, Inc. (Nasdaq:WCOM)
today announced that it has successfully completed, through its subsidiary UUNET
Holdings Australia Pty Limited ("UUNET Australia"), its US$2.20 per share
(US$22.00 per ADS) cash tender offer to acquire all the ordinary shares
(including shares represented by American Depositary Shares ("ADSs")) of OzEmail
Limited (Nasdaq: OZEMY, ASX: OZM).
UUNET Australia has been advised by the registry and the depositary for
the offer that at the expiration of the tender offer at 1:00 A.M., New York City
time, on Wednesday, February 24, 1999 and at 5:00 P.M., Sydney time, on
Wednesday, 24 February, 1999, 121,538,289 shares (including shares represented
by ADSs and/or subject to guarantees of delivery) were validly tendered and not
withdrawn which, together with the 21,863,174 ordinary shares already owned by
UUNET, represent approximately 96% of the number of ordinary shares outstanding.
UUNET Australia will make payment for tendered shares on March 1, 1999,
three business days after the Expiration Date.
Pursuant to a modification to the Australian Corporations Law received
from the Australian Securities and Investments Commission, UUNET Australia
expects, five days after the Expiration Date, to satisfy the 75% (number of
registered holders) test under the Australian Corporations Law so that UUNET
Australia may proceed to compulsorily acquire ordinary shares (including
ordinary shares represented by ADSs) not tendered in the offer.
Accordingly, UUNET Australia expects to make a further announcement on
March 1, 1999 (New York City time) that it intends to exercise its right under
the Australian Corporations Law to acquire by compulsory acquisition all OzEmail
ordinary shares (including shares represented by ADSs) still outstanding.
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.
