<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
AMENDMENT NO. 1
to
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
AMENDMENT NO. 2
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. 1 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. 1 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. 1 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. 1 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 (the "Schedule
14D-1") filed with the Securities and Exchange Commission on January 7, 1999 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 10. ADDITIONAL INFORMATION.
Items 10(b) and (f) are hereby amended and supplemented by the addition
of the following paragraphs thereto:
The first and second paragraphs of the Subsection entitled "Minimum
and Other Conditions" which is contained in the Section entitled "Summary of
Offer" of the Offer to Purchase is hereby amended and restated in its entirety
to read as follows:
The Offer is conditional upon, among other things, Purchaser
being entitled at the Expiration Date to not less than 90% of the
Shares (including Shares represented by ADSs) and either:
(i) three-quarters of the offerees have at the Expiration Date
disposed of to Purchaser (whether by accepting the Offer or
otherwise) the Shares or Shares represented by ADSs subject to
acquisition that were held by them, or
(ii) at least three-quarters of the persons who were
registered as the holders of Shares or Shares represented by
ADSs immediately before December 24, 1998 (Sydney, Australia
time) are not so registered at the end of one month after the
end of the offer period (the "Minimum Condition").
If the Minimum Condition is met, Purchaser will be entitled
after the conclusion of the offer to acquire by compulsory acquisition
any of the Shares (including Shares represented by ADSs) that were not
tendered pursuant to the Offer.
Under the Australian Corporations Law, the method of
application of the Minimum Condition to shares represented by ADSs is
untested. The ASIC has agreed that for purposes of computing the number
of offerees, Purchaser must count only the registered holders of fully
paid ordinary shares of OzEmail. Purchaser need not count registered
holders of ADSs or any persons on whose behalf registered holders of
ADSs hold ADSs.
The second paragraph of Section 1.2 ("Conditions; Waiver") of the Offer
to Purchase is hereby amended and restated in its entirety to read as follows:
Under the Australian Corporations Law, the method of
application of the Minimum Condition to shares represented by ADSs is
untested. The ASIC has agreed that for purposes of computing the number
of offerees, Purchaser must count only the registered holders of fully
<PAGE>
Amendment No. 1 to 14D-1
CUSIP NO. 692674104 Page 6 of 9 Pages
paid ordinary shares of OzEmail. Purchaser need not count registered
holders of ADSs or any persons on whose behalf registered holders of
ADSs hold ADSs.
On January 19, 1999 (Sydney time), Purchaser was advised by the
Australian Foreign Investment Review Board ("FIRB") that it has no objection to
the Offer, and therefore the condition to the offer requiring FIRB approval
described in Section 15 of the Offer to Purchase has been satisfied.
A copy of the News Release dated January 20, 1999 (Jackson, MS time),
issued by Parent is attached as Exhibit (a)(11) hereto and is incorporated
herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the original Schedule 14D-1 is hereby amended and
supplemented by the addition of the following paragraph thereto:
(a)(11) News Release dated January 20, 1999 (Jackson, MS time), issued
by Parent.
<PAGE>
Amendment No. 1 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: January 20, 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. 1 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.
(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.]
<PAGE>
Amendment No. 1 to 14D-1
CUSIP NO. 692674104 Page 9 of 9 Pages
(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
<PAGE>
Exhibit (a)(11)
MCI WORLDCOM, Inc.
CONTACT:
For Media: For Investors:
Jim Monroe Gary Brandt
MCI WorldCom MCI WorldCom
+1 202 887 2241 +1 601 360 8544
PRESS RELEASE
--------------------------------
MCI WORLDCOM, INC.
ANNOUNCES ASIC CLARIFICATION AND FIRB APPROVAL
IN CONNECTION WITH THE TENDER OFFER FOR ALL OF
THE ORDINARY SHARES AND ADSs OF OZEMAIL LIMITED
JACKSON, Miss., January 20, 1999-MCI WORLDCOM, Inc. (Nasdaq:WCOM) today
announced that the Australian Securities and Investments Commission ("ASIC") has
agreed to a modification to the Australian Corporations Law. Such modification
clarifies the manner of determining how the compulsory acquisition process will
work with respect to the tender offer bid for OzEmail Limited by UUNET Holdings
Australia Pty Limited ("UUNET Australia"), MCI WorldCom's newly formed
subsidiary.
As a result of the ASIC modification, if UUNET Australia is entitled to 90%
or more of the OzEmail ordinary shares at the conclusion of the offer, it may
then acquire any other shares (including shares represented by American
Depositary Shares ("ADSs")) not tendered in the offer if 75% or more of
registered holders of ordinary shares accept the offer.
UUNET Australia's offer for OzEmail is conditional upon, among other
things, UUNET Australia being entitled at the expiration of the offer to not
less than 90% of the OzEmail ordinary shares (including shares represented by
ADSs) and either:
(i) three-quarters of the offerees have at the expiration date
disposed of to UUNET Australia (whether by accepting the offer or
otherwise) the ordinary shares (or shares represented by ADSs) subject
to acquisition that were held by them, or
(ii) at least three-quarters of the persons who were registered as the
holders of ordinary shares (or shares represented by ADSs) immediately
before December 24, 1998 (Sydney, Australia time) are not so
registered at the end of one month after the end of the offer period
(the "Minimum Condition").
If the Minimum Condition is met, UUNET Australia will be entitled after the
conclusion of the offer to acquire by compulsory acquisition any of the shares
(including shares represented by ADSs) that were not tendered pursuant to the
offer.
Under the Australian Corporations Law, the method of application of the
Minimum Condition to shares represented by ADSs is untested. The ASIC has agreed
that for purposes of computing the number of offerees, UUNET Australia must
count only the registered holders of fully paid ordinary shares of OzEmail.
UUNET Australia need not count registered holders of ADSs or any persons on
whose behalf registered holders of ADSs hold ADSs.
Also, UUNET Australia has been advised by the Australian Foreign Investment
Review Board ("FIRB") that it has no objection to the cash offer for OzEmail
Limited by UUNET Australia, and therefore the condition to the offer requiring
FIRB approval has been satisfied.
UUNET Australia has commenced a cash tender offer for all ordinary shares
of OzEmail Limited, an Australian corporation, including all outstanding ADSs
represented by American Depositary Receipts, at US$2.20 per ordinary share
(US$22.00 per ADS). The tender offer and withdrawal rights are scheduled to
expire at 1:00 A.M., New York City time, on Tuesday, February 9, 1999 and at
5:00 P.M., Sydney time, on Tuesday, February 9, 1999, unless the offer is
extended in accordance with the procedures set forth in the Offer to Purchase
dated January 8, 1999 (Sydney time) (January 7, 1999, New York time). Merrill
Lynch is acting as the Dealer Manager in the United States and MacKenzie
Partners, Inc. is acting as the Information Agent in connection with the offer.
The Offer to Purchase, the Part A Statement attached thereto and the related
Acceptance and Transfer Form and Letter of Transmittal relating to the offer may
be obtained by calling MacKenzie Partners, Inc. collect at (212) 929-5500 or
toll free at (800) 322-2885.
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 or http://www.wcom.com.
