PROSPECUS SUPPLEMENT Filed Pursuant To Rule 424(b)(3)
Registration Statement No. 333-85431
PROSPECTUS SUPPLEMENT DATED NOVEMBER 22, 1999
TO PROSPECTUS DATED AUGUST 17, 1999
MCI WORLDCOM, INC.
2,656,151 SHARES OF COMMON STOCK
This prospectus supplement should be read in conjunction with the
Prospectus dated August 17, 1999 (the "Prospectus"). The following table
supersedes the table on page 4 of the Prospectus setting forth information
concerning the selling shareholders.
The following table sets forth certain information with respect to the
beneficial ownership of our common stock by the selling shareholders as of
November __, 1999 before giving effect to the sale of shares of common stock in
this offering. The only material relationship between any of the selling
shareholders and us or our affiliates in the last three years is a joint venture
entity, WorldCom, S.A., that provides telecommunications services in Brussels,
Belgium and surrounding areas. We and Coditel, S.A., a selling shareholder, each
own fifty percent of WorldCom, S.A. All of the shares owned by each selling
shareholder may be offered by such shareholder in this offering. We cannot
assure you, however, that any of the selling shareholders will sell any of the
shares of our common stock covered by this prospectus. None of the selling
shareholders hold one or more percent of the outstanding shares of our common
stock.
The information included in this section is based upon information
provided by the selling shareholders.
<TABLE>
<CAPTION>
Shares Beneficially Shares Beneficially
Owned Prior To Owned After the
Name the Offering(1) Offering (1)(2)
- ---- ------------------- -------------------
<S> <C> <C>
Coditel, S.A. 1,105, 189 0
Prime VIII, L.P. 147,368 0
Allstate Insurance Company 387,830 377,848
BancBoston Capital 10,035 0
Board of Regents of the University of Texas System 52,652 44,624
CIBC Capital Corporation 9,787 0
Coditel U.S. Inc. 20,071 0
CVF, LLC 1,942 0
Deevy, Brian 10,987 10,000
Dolan, Charles F. 3,884 0
DLJ Fund Investment Partners II, LP 2,673 0
DLJ Private Equity Employees Fund, LP 244 0
DLJ Private Equity Partners Fund, LP 6,868 0
Fortress Venture Capital II, L.P. 987 0
GC Investments, LLC 25,172 5,100
Go-Tea '98 Investment Parntership, Ltd. 970 0
Hunt (Caroline) Trust Estate 1,978 0
LBJ Capital, L.P. 970 0
Marchbanks, Gregory S. 7,453 2,400
Merit Life Insurance Company 3,915 0
Myer, Robert L. 970 0
Permanent University Fund of the State of Texas 32,115 0
PNC Venture Corp. 14,728 0
Prime II Investments, L.P. 152,173 0
Rosewood Financial, Inc. 4,944 0
Silver Partners 10,035 0
Sowell Construction Co., Inc. 3,949 0
Toronto Dominion Investments, Inc. 10,035 0
(continued)
<PAGE>
Shares Beneficially Shares Beneficially
Owned Prior To Owned After the
Name the Offering(1) Offering (1)(2)
- ---- ------------------- -------------------
Vulcan Ventures Inc. 10,035 0
Prime SKA-I LLC 3 0
Robert W. Hughes 5,645 2,600
Dean M. Greenwood 3,435 0
William P. Glasgow 2,850 0
Duncan T. Butler, Jr. 9,933 0
Steve Tarr 162 0
Danny Fennewald 524 200
Renee Pepin 54 0
Thomson Consumer Electronics, Inc. 368,397 0
E.L. Management Services, LLC 1,098 0
Lehman Brothers, Inc. as Pledgee for Mark Greenberg 12,000 0
Mark Greenberg 42,577 0
Michael Sherwin 31,856 0
Lehman Brothers, Inc. as Pledgee for Walter Ferguson 8,000 0
Walter Ferguson 26,139 0
Michael P. Haas 24,735 0
Lehman Brothers, Inc. as Pledgee for Ben Marz 10,000 0
Ben Marz 14,268 0
Ted Williams 13,962 0
Robert I. Gale, III 2,699 0
Frederick K. Gale 2,699 0
Miriam Gale 667 0
Ronda Stahl 6,990 0
Lehman Brothers, Inc. as Pledgee for Jamin Patrick 12,000 0
Jamin Patrick 14,439 0
Pacific Telesis Group 263,420 0
E.L. Local Management, L.P. 1,098 0
PrimeOne, L.P. as nominee 21,952(3) 0
Norman Jasper 1,973 0
James K. Waldo (4) 21,680 0
Almis J. Kuolas (4) 14,454 0
Debbie Jo Severin (4) 14,454 0
Regina A. Friedrich (4) 14,454 0
James K. Baumann (4) 14,454 0
John W. Montgomery (4) 14,454 0
Judith Harris 14,455 0
Roger P. Conrad (4) 15,455 1,000
Gary Tapia (4) 7,226 0
Terison L. Gregory (4) 3,614 0
Alan Dale Carstensen (4) 3,614 0
Gary M. Halpenny (4) 3,614 0
David T. Jew (4) 3,614 0
Kathleen W. Roach (4) 3,614 0
Joseph Craig Howard (4) 3,614 0
William C. Eles Jr. (4) & Cynthia A. Eles 3,614 0
------------- --------
TOTAL 3,099,923 443,772
<FN>
(1) Unless otherwise noted, each person has sole voting and investment power
with respect to all shares listed opposite such person's name.
<PAGE>
(2) The shares may be offered from time to time by the selling shareholders.
The selling shareholders are not obligated to sell all or any portion of
their shares, nor are they obligated to sell any of their shares
immediately pursuant to this prospectus. Because the selling shareholders
may sell all or some of their shares, no estimate can be given as to the
amount of common stock actually to be offered for sale by a selling
shareholder or as to the amount of common stock that will be held by a
selling shareholder upon the termination of this offering.
(3) These shares have been set aside by all of the selling shareholders for
Prime One, L.P., as representative of the selling shareholders, to pay
certain expenses of the selling shareholders incurred in connection with
acquisition of E.L. Acquisition, Inc. by MCI WorldCom.
(4) These individuals became employees of MCI WordCom on July 1, 1999 following
the closing of MCI WorldCom's purchase of the stock of E.L. Acquisition,
Inc.
</FN>
</TABLE>