<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
AMENDMENT NO. 2
to
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
AMENDMENT NO. 3
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 8 pages
Exhibit Index is located on page 7.
================================================================================
<PAGE>
Amendment No. 2 to 14D-1
CUSIP NO. 692674104 Page 2 of 8 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. 2 to 14D-1
CUSIP NO. 692674104 Page 3 of 8 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. 2 to 14D-1
CUSIP NO. 692674104 Page 4 of 8 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. 2 to 14D-1
CUSIP NO. 692674104 Page 5 of 8 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 (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 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Item 8 is hereby amended and supplemented by the following:
Section 16 of the Offer to Purchase ("Fees and Expenses") is hereby
amended and supplemented by the addition of the following paragraph after the
last paragraph:
"Purchaser has retained Sitel Corporation to contact holders of
ordinary shares in Australia by telephone to ascertain whether they have
received the materials relating to the Offer and whether they require assistance
to understand or complete the documentation. Sitel Corporation will receive
reasonable and customary compensation for its services and will be reimbursed
for certain reasonable out-of-pocket expenses."
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended and supplemented by the addition of the
following paragraph after the last paragraph:
"On January 27, 1999, Parent distributed a letter to holders of
ordinary shares and ADSs, which letter is filed as exhibit (a)(12) hereto and
incorporated herein by reference."
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by the addition of the
following paragraph thereto:
(a)(12) Letter from Parent to Shareholders/ADS holders dated 27
January, 1999 (Sydney, Australia time).
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. 2 to 14D-1
CUSIP NO. 692674104 Page 6 of 8 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 27, 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. 2 to 14D-1
CUSIP NO. 692674104 Page 7 of 8 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).
(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).
<PAGE>
Amendment No. 2 to 14D-1
CUSIP NO. 692674104 Page 8 of 8 Pages
(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
[GRAPHIC OMITTED]
Exhibit (a)(12)
27 January, 1999
IMPORTANT NOTICE TO ALL SHAREHOLDERS/ADS
HOLDERS OF OZEMAIL LIMITED
Dear Shareholder/ADS holder,
As you are aware, MCI WORLDCOM, Inc. is currently offering, through its
subsidiary UUNET Holdings Australia Pty Limited ("Purchaser"), to acquire all of
the ordinary shares and American Depositary Shares ("ADSs") of OzEmail Limited
("OzEmail") by way of a takeover offer. The offer price is US$2.20 per ordinary
share and US$22.00 per ADS and will be paid to you in cash. You should have
received documentation in the mail to this effect on or shortly after 8 January,
1999 (Sydney time).
As at 25 January, 1999, MCI WORLDCOM, Inc. has received acceptances from
shareholders holding 67,770,584 shares (including shares represented by ADSs),
which together with the 21,863,174 shares already owned by the Purchaser,
represented approximately 60.9% of OzEmail. The offer remains conditional on,
among other things, the Purchaser becoming entitled to 90% of the OzEmail shares
on issue and 75% of the registered holders of ordinary shares accepting and not
withdrawing their acceptances.
The Board of OzEmail has written to you and unanimously recommended that you
accept the offer in the absence of a higher offer and have indicated that they
intend to accept the offer for their own shareholdings in the absence of a
higher offer. The three largest shareholders, Malcolm Turnbull, Trevor Kennedy
and Sean Howard, each of whom is a director have already tendered, and not
withdrawn, their shares, which represent approximately 46% of the outstanding
shares (including shares represented by ADSs) of OzEmail.
WE URGE YOU TO ACCEPT THE OFFER AS SOON AS POSSIBLE. The offer and withdrawal
rights are scheduled to expire at 5:00 P.M., Sydney time and 1:00 A.M., New York
City time, on Tuesday, 9 February, 1999 unless the offer is extended in
accordance with the procedures set forth in the Offer to Purchase dated 8
January, 1999 (Sydney time) (7 January, 1999, New York time).
You may be receiving a telephone call from Sitel Corporation, which is being
retained to contact holders of ordinary shares in Australia by telephone to
ascertain whether you have received the tender offer documentation and require
assistance to understand or complete the documentation. They will receive
reasonable and customary compensation and will be reimbursed for certain
reasonable out-of-pocket expenses.
If you require a Transfer and Acceptance Form (blue form for holders of ordinary
shares) or a Letter of Transmittal (yellow form for holders of ADSs) or
additional copies of the offer documentation please call any of the numbers
located on the reverse side of this letter.
Yours sincerely
/s/ John W. Sidgmore
- - ---------------------
John W. Sidgmore
Vice Chairman
<PAGE>
Facsimile copies of the Letter of Transmittal, properly completed and
duly signed, will be accepted. The Letter of Transmittal, ADRs evidencing ADSs
and any other required documents should be sent by each tendering holder of ADSs
of OzEmail or such holder's broker, dealer, commercial bank, trust company or
other nominee to the U.S. Depositary as follows:
The U.S. Depositary for the Offer is:
The Bank of New York
By Mail:
Tender & Exchange Department
P.O. Box 11248
Church Street Station
New York, New York 10286-1248
By Facsimile Transmission:
(for Eligible Institutions Only)
(212) 815-6213
By Hand or Overnight Delivery:
Tender & Exchange Department
101 Barclay Street
Receive and Deliver Window
New York, New York 10286
For Confirmation Telephone:
(800) 507-9357
Facsimile copies of the Acceptance and Transfer Form, properly
completed and duly signed, will be accepted. The Acceptance and Transfer Form,
Share certificate(s) (in the case of a holder tendering certificated Shares) and
any other dealer required documents should be sent by each tendering holder of
Shares of OzEmail or his broker, dealer, commercial bank, trust company or other
nominee to the Registry, or if such holder is in the United States, the U.S.
Depositary.
The Registry for the Offer in Australia is:
National Registry Services Pty Limited
By Mail: By Facsimile Transmission: By Hand:
Reply Paid 85 (02) 9372 6011 Level 1, Grosvenor Place
PO Box N460 225 George Street
Grosvenor Place Sydney NSW 2000
NSW 1219 Tel: (02) 9372 6060
Any questions or requests for assistance or additional copies of the
Offer, the Acceptance and Transfer form, the Letter of Transmittal and the
Notice of Guaranteed Delivery may be directed to the Information Agent or the
Dealer Manager at their respective telephone numbers and locations listed below.
Holders may also contact their broker, dealer, commercial bank or trust company
or other nominee for assistance concerning the Offer.
The Information Agent for the Offer in the United States is:
MACKENZIE
PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (call collect)
or
From the United States Call Toll-Free (800) 322-2885
The Financial Advisor to MCI WORLDCOM, Inc. is:
Merrill Lynch
Level 49, MLC Centre Merrill Lynch World Headquarters
19-29 Martin Place North Tower
Sydney NSW 2000 World Financial Center
(02) 9226 5342 (call collect) New York, New York 10281-1305
(212) 449-8971 (call collect)
The Dealer Manager for the Offer in the United States is:
Merrill Lynch
Merrill Lynch World Headquarters
North Tower
World Financial Center
New York, New York 10281-1305
(212) 449-8971 (call collect)
