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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MCI WORLDCOM, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Georgia 58-1521612
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(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
500 Clinton Center Drive, Clinton, Mississippi 39056
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(Address of Principal Executive Offices) (Zip Code)
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If this Form relates to the registration of a If this Form relates to the registration
class of securities pursuant to Section of a class of securities pursuant to
12(b) of the Exchange Act and is effective Section 12(g) of the Exchange Act and is
upon filing pursuant to General Instruction effective pursuant to General
A.(c), please check the following box. [_] Instruction A.(d), please check the
following box. [X]
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Securities Act registration statement file number to which this form relates:
333-85919
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Series C $2.25 Cumulative Convertible Exchangeable Preferred Stock
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
The description of the Series C $2.25 Cumulative Convertible Exchangeable
Preferred Stock, par value $0.01 per share (the "Preferred Stock"), of MCI
WORLDCOM, Inc. (the "Registrant") set forth under the caption "Description of
MCI WorldCom Capital Stock" in the Prospectus filed by the Registrant with the
Securities and Exchange Commission on August 26, 1999, as part of its
Registration Statement on Form S-4 (Registration No. 333-85919) (the "Form
S-4") is hereby incorporated herein by reference in answer to this item.
Item 2. Exhibits.
The following exhibits which have been filed or incorporated by reference as
exhibits to the Form S-4 are hereby incorporated herein by reference as exhibits
in answer to this item.
Exhibit No. Description of Exhibit
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1 Second Amended and Restated Articles of Incorporation of the
Registrant (including preferred stock designations), as amended
as of May 20, 1999 (incorporated herein by reference to Exhibit
4.1 of the Registrant's Quarterly Report on Form 10-Q for the
period ended June 30, 1999 (filed August 16, 1999)
(File No. 0-11258))
2 Form of Articles of Amendment to Second Amended and Restated
Articles of Incorporation, as amended, of the Registrant
containing the terms of the Preferred Stock (incorporated herein
by reference to Exhibit 4.2 of the Form S-4)
3 Restated Bylaws of MCI WorldCom (incorporated herein by
reference to Exhibit 3.2 to the Registrant's Current Report on
Form 8-K dated September 14, 1998 (filed September 29, 1998)
(File No. 0-11258))
4 Rights Agreement dated as of August 25, 1996 (the "Rights
Agreement") 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 Registrant's Current Report on Form 8-K dated
August 26, 1996 (as amended) (filed August 26, 1996) (File No. 0-
11258))
5 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 the
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Registrant's Current Report on Form 8-K dated May 22, 1997 (filed
June 6, 1997) (File No. 0-11258))
6 Form of Indenture relating to the 4.5% Convertible Subordinated
Debentures due 2003 to be entered into between the Registrant and
a trustee to be designated later by the Registrant in the event
the Registrant elects to exchange the Preferred Stock for such
Debentures (incorporated herein by reference to Exhibit 4.6 of
the Form S-4)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
MCI WORLDCOM, INC.
(Registrant)
Date: August 26 , 1999 By: /s/ Scott D. Sullivan
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Scott D. Sullivan
Chief Financial Officer
