UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)<F1>
The News Corporation Limited
(Name of Issuer)
Ordinary Shares of Australian $.50 each
(Title of Class of Securities)
Q67027 11 2
(CUSIP Number)
Scott D. Sullivan, Chief Financial Officer, MCI WORLDCOM, Inc.
500 Clinton Center Drive, Clinton, MS 39056 (601) 460-5600
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 15, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box /_/.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
[FN]
<F1>The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. Q67027 11 2
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MCI COMMUNICATIONS CORPORATION
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENE- -0-
FICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES<F1> /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON<F1>
CO
<F1>SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SUNTERRA ATTESTATION.
PAGE 2 of 26 PAGES
<PAGE>
SCHEDULE 13D
CUSIP No. Q67027 11 2
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MCI WORLDCOM NETWORK SERVICES, INC. (formerly
MCI Telecommunications Corporation)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<F1> (a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS<F1>
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENE- -0-
FICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES<F1> /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON<F1>
CO
<F1>SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SUNTERRA ATTESTATION.
PAGE 3 of 26 PAGES
<PAGE>
This Amendment No. 2 (this "Amendment") relates to the
Statement on Schedule 13D, dated January 3, 1996, as amended on June 7,
1996 (as so amended the "Statement"), filed with the Securities and
Exchange Commission on behalf of MCI Communications Corporation ("MCI")
and MCI Telecommunications Corporation (now MCI WORLDCOM Network Services,
Inc.) ("MCIT") with respect to the Ordinary Shares of Australian, $.50 each
(the "Ordinary Shares"), of The News Corporation Limited ("News"). Each of
MCI and MCIT are wholly-owned subsidiaries of MCI WORLDCOM, Inc., a Georgia
corporation ("MCI WORLDCOM"). Capitalized terms used but not defined herein
shall have the meanings ascribed to such terms in the Statement.
Item 4. Purpose of Transaction.
Item 4 of the Statement is amended and supplemented as follows:
On July 15, 1999, pursuant to the Securities Purchase
Agreement between MCIT and News, dated as of April 6, 1999, MCIT
exercised the Warrant and the Additional Warrant in exchange for an
aggregate of 224,742,006 preferred limited voting ordinary shares of News
(the "Preferred Limited Shares"). Immediately thereafter, News purchased
the Preferred Limited Shares from MCIT for an aggregate purchase price of
$1,390 million.
Item 5. Interest in Securities of the Issuer.
Item 5 of the statement is amended and supplemented as
follows:
As a result of the transactions described in Item 4 above, MCI
WORLDCOM, MCI and MCIT each ceased to be the beneficial owner of more than
5% of the Ordinary Shares on July 15, 1999.
PAGE 4 of 26 PAGES
<PAGE>
Item 7. Material to be Filed as Exhibits.
9. Securities Purchase Agreement, dated as of April 6, 1999, by and
between MCI Telecommunications Corporation and The News Corporation
Limited.
PAGE 5 of 26 PAGES
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Schedule 13D is
true, complete and correct.
MCI WORLDCOM, INC.
By: /s/ Scott D. Sullivan
-----------------------------------
Name: Scott D. Sullivan
Title: Chief Financial Officer
MCI COMMUNICATIONS CORPORATION
By: /s/ Scott D. Sullivan
-----------------------------------
Name: Scott D. Sullivan
Title: Chief Financial Officer
MCI WORLDCOM NETWORK SERVICES, INC.
By: /s/ Scott D. Sullivan
-----------------------------------
Name: Scott D. Sullivan
Title: Chief Financial Officer
DATED: July 20, 1999
PAGE 6 of 26 PAGES
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description of Exhibits
9. Securities Purchase Agreement, dated as of April 6, 1999,
by and between MCI Telecommunications Corporation and The
News Corporation Limited
PAGE 7 of 26 PAGES
<PAGE>
Exhibit 9
SECURITIES PURCHASE AGREEMENT
by and between
MCI TELECOMMUNICATIONS CORPORATION
and
THE NEWS CORPORATION LIMITED
Dated as of April 6, 1999
PAGE 8 of 26 PAGES
<PAGE>
TABLE OF CONTENTS
Page
1. Purchase and Sale of the Shares; Closing. . . . . . . . 12
1.1 Purchase and Sale of the Shares . . . . . . . . 12
1.2 Closing; Delivery of Securities . . . . . . . . 13
2. Representations and Warranties of MCIT . . . . . . . . . . 13
2.1 Organization; Authority; Validity . . . . . . . 13
2.2 Actions Pending . . . . . . . . . . . . . . . . 14
2.3 Governmental Consents and Approvals . . . . . . 14
2.4 Transactions Permitted by Applicable Laws . . . 14
2.5 Conflicting Agreement and Charter Provisions . . 14
2.6 Ownership of Securities . . . . . . . . . . . . 15
3. Representations and Warranties of News . . . . . . . . . . 15
3.1 Organization; Authority; Validity . . . . . . . 15
3.2 Actions Pending . . . . . . . . . . . . . . . . 16
3.3 Governmental Consents and Approvals . . . . . . 16
3.4 Transactions Permitted by Applicable Laws . . . 17
3.5 Conflicting Agreement and Charter Provisions . . 17
3.6 Validity of Shares . . . . . . . . . . . . . . . 17
3.7 Funds . . . . . . . . . . . . . . . . . . . . . 17
4. Conditions Precedent to the Obligations of News . . . . . 18
4.1 Representations and Warranties; Covenants and
Agreements . . . . . . . . . . . . . . . . . . 18
4.2 Illegality . . . . . . . . . . . . . . . . . . . 18
4.3 Litigation . . . . . . . . . . . . . . . . . . . 19
4.4 Consents . . . . . . . . . . . . . . . . . . . . 19
4.5 Shareholder Approval . . . . . . . . . . . . . . 19
5. Conditions Precedent to the Obligations of MCIT . . . . . 19
5.1 Representations and Warranties; Covenants and
Agreements . . . . . . . . . . . . . . . . . . 19
5.2 Illegality . . . . . . . . . . . . . . . . . . . 20
5.3 Litigation . . . . . . . . . . . . . . . . . . . 20
5.4 Consents . . . . . . . . . . . . . . . . . . . . 20
5.5 Payment for the Shares . . . . . . . . . . . . . 21
5.6 Shareholder Approval . . . . . . . . . . . . . . 21
6. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . 21
6.1 Performance of Conditions Precedent . . . . . . 21
6.2 Survival of Representations and Warranties; Entire
Agreement . . . . . . . . . . . . . . . . . . 21
6.3 Binding Effect; Assignment Limited . . . . . . . 22
6.4 Notices . . . . . . . . . . . . . . . . . . . . 22
6.5 Descriptive Headings . . . . . . . . . . . . . . 23
6.6 Governing Law . . . . . . . . . . . . . . . . . 23
PAGE 9 of 26 PAGES
<PAGE>
6.7 Termination and Abandonment . . . . . . . . . . 24
6.8 Counterparts . . . . . . . . . . . . . . . . . . 24
6.9 Publicity . . . . . . . . . . . . . . . . . . . 24
7. Certain Definitions . . . . . . . . . . . . . . . . . . . 25
PAGE 10 of 26 PAGES
<PAGE>
SECURITIES PURCHASE AGREEMENT
SECURITIES PURCHASE AGREEMENT, dated as of the 6th day of April,
1999, by and between MCI Telecommunications Corporation, a Delaware
corporation ("MCIT"), and The News Corporation Limited, a South Australia
corporation (ACN 007 190 330) ("News"). Capitalized terms used in this
Agreement are defined in Section 7 hereof.
W I T N E S S E T H:
WHEREAS, MCIT owns 53.375 shares of preferred stock, without par
value, of News Triangle Finance, Inc., a Delaware corporation (the "News
Triangle Shares"), and 11.475 shares of preferred stock, without par
value, of News T Investments, Inc., a Delaware corporation (the "News T
Shares" and, together with the News Triangle Shares, the "Preferred
Shares");
WHEREAS, MCIT owns a warrant issued by News, dated August 2, 1995,
exercisable for up to 155,339,806 ordinary shares of News (the "Ordinary
Shares"), and a warrant issued by News, dated May 9, 1996, exercisable
for up to 54,368,932 Ordinary Shares (collectively, the "Warrants");
WHEREAS, the Warrants may be exercised for News' preferred limited
voting ordinary shares ("Preferred Limited Shares") and/or American
Depositary Shares, each representing four preferred limited voting
ordinary shares, in accordance with the terms of the Warrants and this
Agreement;
WHEREAS, the Warrants may be exercised, and the exercise price
paid, by surrender by MCIT of the Preferred Shares;
PAGE 11 of 26 PAGES
<PAGE>
WHEREAS, MCIT desires to exercise the Warrants in whole for the
224,742,006 Preferred Limited Shares issuable upon such exercise in
accordance with the terms of the Warrants and this Agreement (the
"Shares") by surrender of the Preferred Shares to News; and
WHEREAS, upon such exercise, MCIT desires to sell to News, and News
desires to purchase from MCI, all of the Shares, on the terms and subject
to the conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and in reliance upon the representations and
warranties contained herein, the parties hereto do hereby agree as
follows:
1. Purchase and Sale of the Shares; Closing.
1.1 Purchase and Sale of the Shares. Upon the terms and
subject to the conditions set forth herein, at the closing of the
transactions contemplated by this Agreement (the "Closing"), (a) MCIT
will exercise the Warrants for the Shares, in accordance with the terms
thereof, by surrender of the Preferred Shares to News, (b) News will
issue to MCIT the Shares, which shall be in the form of Preferred Limited
Shares, and (c) MCIT will sell to News, and News will purchase from MCIT,
all of the Shares. MCIT and News agree that, notwithstanding anything to
the contrary contained herein or in the Warrants, at the Closing, upon
exercise of the Warrants, News will issue to MCIT 224,742,006 Preferred
Limited Shares (referred to elsewhere herein as the "Shares") and MCIT
will sell to News the Shares for an aggregate purchase price equal to
$1.39 billion.
PAGE 12 of 26 PAGES
<PAGE>
1.2 Closing; Delivery of Securities.
(a) Subject to the terms and conditions herein set
forth, the Closing shall take place at the offices of Squadron, Ellenoff,
Plesent & Sheinfeld, LLP, 551 Fifth Avenue, New York, New York, at 10:00
A.M. New York City time, on the third business day following the
satisfaction or waiver of each of the conditions set forth in Sections 4
and 5 by the party or parties entitled to the benefit of such conditions,
or at such other place and time as MCIT and News may mutually agree.
The date on which the closing actually occurs is hereinafter referred to
as the "Closing Date."
(b) At the Closing (i) MCIT will deliver to News (A) the
Warrants, together with duly completed exercise forms, and (B) the
Preferred Shares, together with stock powers duly endorsed in blank, (ii)
News will deliver to MCIT certificates representing the Shares,
(iii) MCIT will deliver the Shares to News, together with a stock power
duly endorsed for transfer, and (iv) News will deliver to MCIT payment of
the purchase price for the Shares by wire transfer in United States
currency with funds immediately available to MCIT in New York, New York.
2. Representations and Warranties of MCIT. MCIT represents and
warrants to News that:
2.1 Organization; Authority; Validity. MCIT is a corporation
duly organized, validly existing and in good standing under the laws of
the State of Delaware. The execution and delivery of this Agreement and
compliance by MCIT with all of the provisions of this Agreement: (i) are
within the corporate powers and authority of MCIT; and (ii) have been
duly authorized by all requisite corporate proceedings on the part of
MCIT. This Agreement has been duly executed and delivered by MCIT and
PAGE 13 of 26 PAGES
<PAGE>
constitutes the valid and binding obligation of MCIT, enforceable against
MCIT in accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium and other
similar laws relating to or affecting creditors' rights generally.
2.2 Actions Pending. There is no action, suit, investigation
or proceeding pending or, to the knowledge of MCIT, threatened against
MCIT, which questions the validity of this Agreement or the Securities or
any action taken or to be taken pursuant hereto, or which could
reasonably be expected to have a Material Adverse Effect with respect to
MCIT.
2.3 Governmental Consents and Approvals. Subject to
compliance with Australia law and ASX rules and regulations and required
filings under the HSR Act, if any, no authorization, consent, approval,
license, franchise, permit or certificate by or of, nor any filing,
declaration, nor any qualification or registration with, any foreign or
domestic governmental authority required to be obtained or made by or on
behalf of MCIT is necessary to permit the valid execution, delivery and
performance of this Agreement and the valid sale or transfer and delivery
of the Securities or the performance by MCIT of its obligations in
respect thereof.
2.4 Transactions Permitted by Applicable Laws. Subject to
compliance with Australia law and ASX rules and regulations and required
filings under the HSR Act, if any, the execution, delivery and
performance of this Agreement and the transactions contemplated hereby do
not violate any law or governmental regulation applicable to MCIT.
2.5 Conflicting Agreement and Charter Provisions. Neither the
execution, delivery or performance of this Agreement nor compliance with
PAGE 14 of 26 PAGES
<PAGE>
the terms and provisions of this Agreement, will conflict with the
Certificate of Incorporation or By-laws of MCIT, conflict with, or result
in a breach of or constitute a default under, or result in the creation
of a lien, charge or encumbrance upon or security interest in (in each
case, with or without the giving of notice, lapse of time or both) any of
the properties or assets of MCIT, pursuant to the terms of any indenture,
mortgage, agreement, instrument, order, judgment, decree, statute, law,
rule or regulation to which MCIT is a party, or to which any of its
properties is subject, except any of the foregoing as could not
reasonably be expected to have a Material Adverse Effect with respect to
MCIT.
2.6 Ownership of Securities. MCIT is, or with respect to the
Shares, assuming the truth of the representations and warranties of News
contained in Section 3.6, at the Closing will be, the sole, true and
lawful owner and holder of the Securities, free and clear of all liens,
claims, charges, restrictions, options, encumbrances or preemptive rights
of any kind or nature whatsoever, other than any of the foregoing
resulting from any action of News. The transfer of the Securities
hereunder at the Closing will convey to News good and valid title to the
Preferred Shares and the Shares, free and clear of all liens, claims,
charges, restrictions, options, encumbrances or preemptive rights of any
kind or nature whatsoever, other than any of the foregoing resulting from
any action of News.
3. Representations and Warranties of News. News represents and
warrants to MCIT that:
3.1 Organization; Authority; Validity. News is a corporation
duly organized and validly existing under the laws of the State of South
PAGE 15 of 26 PAGES
<PAGE>
Australia, Australia. Subject to any necessary shareholder approvals and
compliance with Australian law and ASX rules and regulations, the
execution and delivery of this Agreement and compliance by News with all
of the provisions of this Agreement: (i) are within the corporate powers
and authority of News; and (ii) have been duly authorized by all
requisite corporate proceedings on the part of News. This Agreement has
been duly executed and delivered by News and constitutes the valid and
binding obligation of News, enforceable against News in accordance with
its terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium and other similar laws relating to
or affecting creditors' rights generally.
3.2 Actions Pending. There is no action, suit, investigation
or proceeding pending or, to the knowledge of News, threatened against
News which questions the validity of this Agreement or the Securities to
be redeemed or purchased by News or any action to be taken pursuant
hereto, which could reasonably be expected to have a Material Adverse
Effect with respect to News.
3.3 Governmental Consents and Approvals. Subject to required
filings under the HSR Act, if any, any necessary shareholder approvals
and compliance with Australian law and ASX rules and regulations, no
authorization, consent, approval, license, franchise, permit or
certificate by or of, nor any filing, declaration, nor any qualification
or registration with, any foreign or domestic governmental authority
required to be obtained or made by or on behalf of News is necessary to
permit the valid execution, delivery and performance of this Agreement
and the valid issuance, delivery and purchase of the Shares or the
performance by News of its obligations in respect thereof.
PAGE 16 of 26 PAGES
<PAGE>
3.4 Transactions Permitted by Applicable Laws. Subject to
required filings under the HSR Act, if any, any necessary shareholder
approvals and compliance with Australian law and ASX rules and
regulations, the execution, delivery and performance of this Agreement
and the transactions contemplated hereby do not violate any law or
governmental regulation applicable to News.
3.5 Conflicting Agreement and Charter Provisions. Neither
the execution, delivery or performance of this Agreement nor compliance
with the terms and provisions hereof will conflict with the Certificate
of Incorporation or By-laws of News, conflict with, or result in a breach
of or constitute a default under, or result in the creation of a lien,
charge or encumbrance upon or security interest in (in each case, with or
without the giving of notice, lapse of time or both) any of the
properties or assets of News, pursuant to the terms of, any indenture,
mortgage, agreement, instrument, order, judgment, decree, statute, law,
rule or regulation to which News is a party, or to which any of its
properties is subject except any of the foregoing as could not reasonably
be expected to have a Material Adverse Effect with respect to News.
3.6 Validity of Shares. The Shares have been duly authorized
and, when issued upon exercise of the Warrants at the Closing, will be
validly issued, fully paid and nonassessable, and News will convey to
MCIT good and valid title to the Shares, free and clear of any liens,
claims, charges, restrictions, options, encumbrances or preemptive rights
of any kind or nature whatsoever, other than any of the foregoing
resulting from any action of MCIT.
3.7 Funds. News has sufficient funds available to pay the
purchase price for the Shares.
PAGE 17 of 26 PAGES
<PAGE>
4. Conditions Precedent to the Obligations of News. The
obligations of News to consummate the transactions contemplated by this
Agreement on the Closing Date shall be subject to the satisfaction or
waiver by News of the following conditions:
4.1 Representations and Warranties; Covenants and Agreements.
(a) The representations and warranties of MCIT contained
in this Agreement and in any certificate or document executed and
delivered by MCIT pursuant to this Agreement shall be true, accurate and
complete in all material respects on and as of the Closing Date with the
same force and effect as though made on and as of the Closing Date,
except that (i) any such representations and warranties that relate
solely to a specified date (other than the date hereof) shall be true,
accurate and complete in all material respects only as of such date.
MCIT shall have delivered to News a certificate, dated as of the Closing
Date and signed on behalf of MCIT, to the foregoing effect.
(b) MCIT shall have performed and complied in all
material respects with all covenants and agreements required by this
Agreement to be performed or complied with by MCIT on or prior to the
Closing Date. MCIT shall have delivered to News a certificate, dated as
of the Closing Date and signed on behalf of MCIT, to the foregoing
effect.
4.2 Illegality. There shall not be in effect any statute,
rule, regulation or order of any court, governmental or regulatory body
which prohibits or makes illegal any of the transactions contemplated by
this Agreement, and the waiting period (and any extension thereof) under
the HSR Act, if any, applicable to the purchase and sale of the
Securities hereunder shall have expired or been terminated.
PAGE 18 of 26 PAGES
<PAGE>
4.3 Litigation. There shall be no litigation pending (i)
brought by any Person (other than a governmental authority), which would
have a Material Adverse Effect and which seeks to enjoin, restrain or
prohibit the consummation of the transactions contemplated by this
Agreement or (ii) brought by any governmental authority which seeks to
enjoin, restrain or prohibit the consummation of the transactions
contemplated by this Agreement.
4.4 Consents. There shall have been obtained all consents
and approvals from parties to contracts or other agreements with MCIT, to
the extent that the failure to obtain any such consent or approval would
have a Material Adverse Effect with respect to MCIT or News, and from
governmental authorities or other Persons that are required in connection
with the performance by MCIT or News of their respective obligations
under this Agreement, and the waiting period (and any extension thereof)
under the HSR Act, if any, applicable to the purchase and sale of the
Securities hereunder shall have expired or been terminated.
4.5 Shareholder Approval. If required, Shareholder Approval
shall have been obtained.
5. Conditions Precedent to the Obligations of MCIT. The
obligations of MCIT to consummate the transactions contemplated by this
Agreement on the Closing Date shall be subject to the satisfaction or
waiver by MCIT of the following conditions:
5.1 Representations and Warranties; Covenants and Agreements.
(a) The representations and warranties of News contained
in this Agreement and in any certificate or document executed and
delivered by it pursuant to this Agreement shall be true, accurate and
complete in all material respects on and as of the Closing Date with the
PAGE 19 of 26 PAGES
<PAGE>
same force and effect as though made on and as of the Closing Date,
except that (i) any such representations and warranties that relate
solely to a specified date (other than the date hereof) shall be true,
accurate and complete in all material respects only as of such date.
News shall have delivered to MCIT a certificate, dated as of the Closing
Date and signed on its behalf, to the foregoing effect.
(b) News shall have performed and complied in all
material respects with all covenants and agreements required by this
Agreement to be performed or complied with by it on or prior to the
Closing Date. News shall have delivered to MCIT a certificate, dated as
of the Closing Date and signed on its behalf, to the foregoing effect.
5.2 Illegality. There shall not be in effect any statute,
rule, regulation or order of any court, governmental or regulatory body
which prohibits or makes illegal any of the transactions contemplated by
this Agreement, and the waiting period (and any extension thereof) under
the HSR Act, if any, applicable to the purchase and sale of the
Securities hereunder shall have expired or been terminated.
5.3 Litigation. There shall be no litigation pending (i)
brought by any Person (other than a governmental authority), which would
have a Material Adverse Effect and which seeks to enjoin, restrain or
prohibit the consummation of the transactions contemplated by this
Agreement or (ii) brought by any governmental authority which seeks to
enjoin, restrain or prohibit the consummation of the transactions
contemplated by this Agreement.
5.4 Consents. There shall have been obtained all consents
and approvals from parties to contracts or other agreements with News, to
the extent that the failure to obtain any such consent or approval would
PAGE 20 of 26 PAGES
<PAGE>
have a Material Adverse Effect with respect to MCIT or News, and from
governmental authorities and other Persons that are required in
connection with the performance by MCIT or News of their respective
obligations under this Agreement, and the waiting period (and any
extension thereof) under the HSR Act, if any, applicable to the purchase
and sale of the Securities hereunder shall have expired or been
terminated.
5.5 Payment for the Shares. News shall have made payment of
the purchase price for the Shares, as provided herein.
5.6 Shareholder Approval. If required, Shareholder Approval
shall have been obtained.
6. Miscellaneous.
6.1 Performance of Conditions Precedent.
(a) MCIT agrees that it will use commercially reasonable
efforts to satisfy the conditions precedent set forth in Section 4 to be
performed by it.
(b) News agrees that it will use commercially reasonable
efforts to satisfy the conditions precedent set forth in Section 5 to be
performed by it.
6.2 Survival of Representations and Warranties; Entire
Agreement.
(a) Each representation and warranty contained herein
shall survive the execution and delivery hereof and the Closing for a
period of one year; provided, that the representations and warranties
contained in Section 2.6 and 3.6 shall survive indefinitely.
PAGE 21 of 26 PAGES
<PAGE>
(b) This Agreement embodies the entire agreement and
understanding between MCIT and News and supersedes all prior agreements
and understandings relating to the subject matter hereof.
6.3 Binding Effect; Assignment Limited. This Agreement shall
be binding upon and inure to the benefit of and be enforceable by the
parties hereto and their respective successors and assigns and legal
representatives. The rights and obligations of any party hereto may not
be assigned to any other Person without the prior written consent of each
other party hereto; provided, that, News may assign its purchase and
payment obligations under this Agreement, in whole or in part, to another
Person or Persons, provided further, that, it shall not be released from
any of its obligations hereunder.
6.4 Notices. All notices and other communications provided
for or permitted hereunder shall be in writing and shall be deemed given
(i) when made, if made by hand delivery, (ii) upon confirmation, if made
by telecopier or (iii) one Business Day after being deposited with a
reputable next day courier, postage prepaid, to the parties as follows:
If to MCIT:
MCI Telecommunications Corporation
1801 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
Attn: Michael Salsbury, Esq.
Telecopier: (202) 887-3353
with a copy to:
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, NY 10017
Attn: Philip T. Ruegger III, Esq.
Telecopier: (212) 455-2502
PAGE 22 of 26 PAGES
<PAGE>
If to News:
The News Corporation Limited Incorporated
1211 Avenue of the Americas
New York, New York 10036
Attention: Arthur M. Siskind, Esq.
Telecopier: (212) 768-2029
with a copy to:
Squadron, Ellenoff, Plesent & Sheinfeld, LLP
551 Fifth Avenue
New York, New York 10176
Attention: Jeffrey W. Rubin, Esq.
Telecopier: (212) 697-6686
Any party by notice to the other parties may designate such
additional or different addresses as shall be furnished in writing by
such party.
6.5 Descriptive Headings. The descriptive headings of the
several paragraphs of this Agreement are inserted for convenience only
and do not constitute a part of this Agreement.
6.6 Governing Law. The validity, interpretation and
performance of this Agreement shall be governed by the laws of the State
of New York, as applied to contracts made and performed within the State
of New York, without regard to the principles of conflicts of laws. Each
party hereto hereby irrevocably submits to the exclusive jurisdiction of
any New York State court sitting in the Borough of Manhattan or any
federal court sitting in the Borough of Manhattan in respect of any suit,
action or proceeding arising out of or relating to this Agreement and the
transactions pursuant hereto and in connection herewith, and irrevocably
agrees that all claims in respect of any such suit, action or proceeding
may be heard and determined in any such court. Each party irrevocably
waives any objection which it may now or hereafter have to the laying of
PAGE 23 of 26 PAGES
<PAGE>
the venue of any such suit, action or proceeding brought in any such
court and any claim that any such suit, action or proceeding brought in
any such court has been brought in an inconvenient forum.
6.7 Termination and Abandonment. This Agreement may be
terminated and the transactions contemplated by this Agreement may be
abandoned at any time prior to the Closing:
(a) by mutual written consent of MCIT and News;
(b) by either MCIT or News if any court of competent
jurisdiction shall have issued an order, decree or ruling or taken any
other action permanently enjoining or otherwise permanently prohibiting
the transactions contemplated under this Agreement and such order,
decree, ruling or other action shall have become final and nonappealable;
or
(c) if the Closing shall not have occurred on or prior
to July 31, 1999.
6.8 Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, and all of
which together shall constitute one and the same instrument.
6.9 Publicity. Except as may otherwise be required by law,
no news release or announcement concerning this Agreement or the
transactions contemplated hereby shall be made without advance approval
thereof by MCIT and News. Each party hereto will cooperate with each
other in the development and distribution of all news releases and other
public announcements with respect to this Agreement or any of the
transactions contemplated hereby and, in any event, the parties agree to
make a mutually agreed upon announcement concerning the Closing on or
about the Closing Date.
PAGE 24 of 26 PAGES
<PAGE>
7. Certain Definitions. For the purpose of this Agreement the
following terms shall have the meanings specified with respect thereto
below;
"ASX" means the Australian Stock Exchange Limited.
"Business Day" means any day other than Saturday, Sunday or a day
on which banking institutions in the State of New York are authorized or
obligated by law or executive order to close.
"Closing" has the meaning specified in Section 1.1 hereof.
"Closing Date" has the meaning specified in Section 1.2 hereof.
"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.
"Material Adverse Effect" in respect of any Person, shall mean an
effect on the business, financial condition or results of operations of
such Person or its consolidated Subsidiaries, which is (i) material and
adverse to such Person and its consolidated Subsidiaries, taken as a
whole, or (ii) adverse to the ability of such Person to perform its
obligations hereunder.
"MCIT" has the meaning specified in the preamble hereof.
"News" has the meaning specified in the preamble hereof.
"News T Shares" has the meaning specified in the first recital
hereof.
"News Triangle Shares" has the meaning specified in the first
recital hereof.
"Ordinary Shares" has the meaning specified in the second recital
hereof.
"Person" means any individual, corporation, limited liability
company, partnership, joint venture, association, business trust, joint
PAGE 25 of 26 PAGES
<PAGE>
stock company, trust, unincorporated organization or government or agency
or political subdivision thereof.
"Preferred Limited Shares" has the meaning specified in the third
recital hereof.
"Preferred Shares" has the meaning specified in the first recital
hereof.
"Securities Act" means the United States Securities Act of 1933, as
amended and the rules and regulations of the United States Securities and
Exchange Commission thereunder.
"Securities" means, collectively, the Warrants, the Preferred
Shares and the Shares.
"Shareholder Approval" means the approval of the proposed purchase
by News of the Shares by the requisite majority of the shareholders of
News at the Shareholders' Meeting.
"Shareholders' Meeting" means the extraordinary general meeting of
the shareholders of News to vote on, among other matters, if any, the
fixing of the number of Preferred Limited Shares issuable upon exercise
of the Warrants and the proposed purchase by News of the Shares.
"Shares" has the meaning specified in the fifth recital hereof.
"Warrants" has the meaning specified in the second recital hereof.
PAGE 26 of 26 PAGES
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.
MCI TELECOMMUNICATIONS CORPORATION
By: /s/ Scott D. Sullivan
-----------------------------------
Name: Scott D. Sullivan
Title: Chief Financial Officer
THE NEWS CORPORATION LIMITED
By: /s/ Arthur Siskind
-----------------------------------
Name: Arthur Siskind
Title: Director
PAGE 27 of 27 PAGES
