SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
AMENDMENT NO. 9
to
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
AMENDMENT NO. 10
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. 9 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. 9 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. 9 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. 9 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 filed with the
Securities and Exchange Commission on January 7, 1999, which was amended on
January 20, 1999, January 27, 1999, February 2, 1999, February 3, 1999, February
9, 1999, February 12, 1999, February 12, 1999 and February 16, 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 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended and supplemented by the following:
Item 7 of the Offer to Purchase is hereby supplemented by the
following:
"On 17 February, 1999 (Sydney, Australia time) OzEmail issued a press
release announcing its earnings for the year and quarter ended December 31,
1998 which reported, among other things, the following:
"Revenues for the fourth quarter of 1998 were A$31,555,000
(US$19,236,000), an increase of 83.4% over 1997 fourth quarter revenues of
A$17,210,000 (US$11,187,000). The revenues in the quarter, representing the 16th
straight quarter of sequential revenue growth, were primarily attributable to
increased dial-up and permanent connections from OzEmail's Australian Internet
connectivity business and the acquisitions of Access One in November 1997 and
Camtech and PowerUp Internet services in 1998. The operating loss for the
quarter of A$2,656,000, was an improvement on the 1997 fourth quarter operating
loss of A$8,073,000. This was primarily due to an improvement in the gross
margin on account of infrastructure initiatives that have resulted in a decrease
in cost of revenues as a percentage of net revenues. The net loss for the
quarter was A$2,486,000, or A$0.19 per American Depositary Share ("ADS")
(US$1,515,000 or US$0.12 per ADS) compared to a net loss for the fourth quarter
of 1997 of A$7,764,000 or A$0.66 per ADS (US$5,047,000 or US$0.43 per ADS)."
"For the year ended December 31, 1998, total net revenues grew by 97.6%
to A$110,199,000 from A$55,767,000 in 1997. The net loss for the 1998 year was
A$13,694,000 compared with a 1997 net loss of A$16,768,000."
"Operating highlights from the fourth quarter of 1998 include:
* The Company's active customer base increased 74% over the 1997
fourth quarter to approximately 292,000.
* Positive earnings before interest, taxation, depreciation and
amortization (EBITDA) of A$4,045,000 in the fourth quarter resulting
in a year to date EBITDA of A$6,475,000.
* On December 14, 1998 the Company announced the sale of ordinary
shares at US$2.00 per share to MCI WorldCom through its subsidiary
UUNET Holdings Australia Pty Limited, which after the issuance
resulted in MCI WorldCom owning 14.9% of the Company. The Company
received aggregate proceeds of approximately US$43.7 million from
this transaction.
* On January 4, 1999 the Company announced the purchase of 60% of
SE Net, a significant Internet service provider in its region.
<PAGE>
Amendment No. 9 to 14D-1
CUSIP NO. 692674104 Page 6 of 9 Pages
* The Company announced that it is establishing a trial for the
delivery of high-speed, direct-to-home Internet services with
regional pay-TV provider AUSTAR."
A copy of the press release in its entirety is filed as exhibit (a)(23) 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)(23) News Release dated 17 February, 1999 (Sydney, Australia time),
issued by OzEmail."
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. 9 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: February 18, 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. 9 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.
*(a)(12) Letter from Parent to Shareholders/ADS holders dated 27
January, 1999 (Sydney, Australia time).
*(a)(13) Notice pursuant to Section 663(3) of the Corporation Law in
the form filed by Purchaser with the Australian Stock Exchange
on February 1, 1999.
*(a)(14) News Release dated February 8, 1999 (Jackson, MS time), issued
by Parent.
*(a)(15) Letter from Parent to Shareholders/ADS holders dated 9
February, 1999 (Sydney, Australia time).
*(a)(16) Notice of Variation pursuant to Section 657 of the Corporation
Law in the form filed by Purchaser with the Australian Stock
Exchange on 9 February, 1999 (Sydney, Australia time).
*(a)(17) News Release dated February 11, 1999 (Jackson, MS time),
issued by Parent.
*(a)(18) News Release dated February 11, 1999 (Jackson, MS time),
issued by Parent.
*(a)(19) News Release dated February 12, 1999 (Jackson, MS time),
issued by Parent.
*(a)(20) Notice pursuant to Section 663(4) of the Corporation Law in
the form to filed by Purchaser with the Australian Stock
Exchange on 15 February, 1999.
*(a)(21) Notice pursuant to Section 663(3) of the Corporation Law in
the form to filed by Purchaser with the Australian Stock
Exchange on 15 February, 1999.
*(a)(22) Declaration pursuant to Section 730 of the Corporation Law
given by the Australian Securities and Investments Commission
on 16 February, 1999.
(a)(23) News Release dated 17 February, 1999 (Sydney, Australia time),
issued by OzEmail.
<PAGE>
Amendment No. 9 to 14D-1
CUSIP NO. 692674104 Page 9 of 9 Pages
(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.]
(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
Exhibit (a)(23)
February 17, 1999, Wednesday
OzEmail Limited (Nasdaq: OZEMY), the leading provider of comprehensive
Internet services in Australasia, today released its results for the year and
quarter ended December 31, 1998.
Revenues for the fourth quarter of 1998 were A$31,555,000 (US$19,236,000),
an increase of 83.4% over 1997 fourth quarter revenues of A$17,210,000
(US$11,187,000). The revenues in the quarter, representing the 16th straight
quarter of sequential revenue growth, were primarily attributable to increased
dial-up and permanent connections from OzEmail's Australian Internet
connectivity business and the acquisitions of Access One in November 1997 and
Camtech and PowerUp Internet services in 1998. The operating loss for the
quarter of A$2,656,000, was an improvement on the 1997 fourth quarter operating
loss of A$8,073,000. This was primarily due to an improvement in the gross
margin on account of infrastructure initiatives that have resulted in a decrease
in cost of revenues as a percentage of net revenues. The net loss for the
quarter was A$2,486,000, or A$0.19 per American Depositary Share ("ADS")
(US$1,515,000 or US$0.12 per ADS) compared to a net loss for the fourth quarter
of 1997 of A$7,764,000 or A$0.66 per ADS (US$5,047,000 or US$0.43 per ADS).
For the year ended December 31, 1998, total net revenues grew by 97.6% to
A$110,199,000 from A$55,767,000 in 1997. The net loss for the 1998 year was
A$13,694,000 compared with a 1997 net loss of A$16,768,000.
Operating highlights from the fourth quarter of 1998 include:
* The Company's active customer base increased 74% over the 1997 fourth
quarter to approximately 292,000.
* Positive earnings before interest, taxation, depreciation and
amortization (EBITDA) of A$4,045,000 in the fourth quarter resulting
in a year to date EBITDA of A$6,475,000.
* On December 14, 1998 the Company announced the sale of ordinary shares
at US$2.00 per share to MCI WorldCom through its subsidiary UUNET
Holdings Australia Pty Limited, which after the issuance resulted in
MCI WorldCom owning 14.9% of the Company. The Company received
aggregate proceeds of approximately US$43.7 million from this
transaction.
* On January 4, 1999 the Company announced the purchase of 60% of SE
Net, a significant Internet service provider in its region.
* The Company announced that it is establishing a trial for the delivery
of high-speed, direct-to-home Internet services with regional pay-TV
provider AUSTAR.
In December 1998, a subsidiary of MCI WORLDCOM, Inc., (Nasdaq: WCOM),
announced a tender offer for all of the outstanding shares at a price of US$2.20
per share (US$22.00 per ADR) in OzEmail. An extension of its tender offer was
announced on February 8, 1999. In this news release, references to "US$" are to
United States dollars and references to "A$" are to Australian dollars. Amounts
for quarterly results and full year results are translated into US$ for
convenience at the exchange rate prevailing at the end of each quarter and at
the end of each full year, respectively. The exchange rates between the U.S.
dollar and the Australian dollar were $0.6500 and $0.6096 (expressed in U.S.
dollar/Australian dollars) at December 31, 1997 and December 31, 1998,
respectively.
<PAGE>
About OzEmail
OzEmail is the leading provider of comprehensive Internet services in
Australia. The Company's Internet services are designed to meet the different
needs of its residential and enterprise customers ranging from low cost dial up
to high performance, continuous access services integrating the Company's ISDN
offering and consulting expertise. OzEmail's Internet telephony business --
Interline -- is a partnership between OzEmail Ltd (88%) and Ideata PTY Ltd
(12%), an Australian manufacturer of telecommunications equipment. Interline has
developed and is operating technology that allows the placement, routing and
billing of high quality voice services over the internet, using existing tone
dial phones.
Certain statements made herein that are not historical are forward-looking
within the meaning of the Private Securities Litigation Reform Act of 1995.
These statements may differ materially from actual future events or results. The
future performance of the Company involves risks and uncertainties that could
cause actual results to differ markedly from those anticipated by such
forward-looking statements. Such risks include but are not limited to the
following: a limited operating history for the Company; potential fluctuations
in operating results; competition; pricing pressure; dependence on third-party
suppliers of hardware and software; shortage of modems; dependence on
telecommunications carriers; management of growth; limited market; a need for
and risks of international expansion; the existence of a new and uncertain
market; customer retention issues; rapid technological change; security risks;
the risk of system failure; formal licensing and joint marketing agreements;
patents and proprietary rights; infringement claims; changes in government
regulation; risks associated with providing content including potential
liability; dependence on key personnel and need to hire additional qualified
personnel; uncertainty of currency exchange rates; need for additional capital;
enforceability of civil liabilities; the effects of the takeover bid of the
Company by a subsidiary of MCI WorldCom; antitakeover impact of Australian
foreign investment restrictions; control of the Company by the Board of
Directors; and possible volatility of ADS price. For a more complete description
of certain of such risks and uncertainties, the Company refers you to the
documents that the Company has filed from time to time with the Securities and
Exchange Commission ("SEC") including its registration statements on Form F-1
dated August 26, 1998, August 25, 1998 and May 28, 1996, its 1997 Form 10-K
dated May 15, 1998, 1996 Form 10-K dated March 31, 1997, its quarterly reports
on Form 6-K, dated May 15, 1998, August 14, 1998, November 9, 1998, its
Amendment No. 1 to Form 10-Q for the period to September 30, 1997, dated May 21,
1998, its Amendment No. 1 to Form 10-Q for the period to June 30, 1997, dated
May 21, 1998, and its Form 10-Qs dated August 13, 1996, November 14, 1996, and
May 8, 1997.
<TABLE>
<CAPTION>
OzEmail Limited
CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands, except per share data)
December 31, December 31,
1997 1998
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents A$ 51,614 A$84,545
Restricted term deposits -- 2,811
Accounts receivable
- trade, net of allowances
of A$889 and A$3,597, respectively 8,427 14,614
Other receivables 2,363 15
Current investments -- 0
Income tax receivable -- --
Other current assets 2,520 1,274
Total current assets 64,924 103,259
Plant and equipment, net 27,179 34,455
Non-current investments 1,559 746
Goodwill and other intangibles 19,839 21,601
Non-current restricted term deposits -- 4,021
Net deferred tax assets 285 4,134
Other non-current assets -- 3,558
Total assets A$ 113,786 A$171,774
<PAGE>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable A$ 19,936 A$24,373
Deferred consideration 4,407 --
Current portion of financing - lease liability 3,836 3,830
Short term loan - due to Metro 2,043 --
Other current loans -- 7
Accrued expenses and other liabilities 7,513 6,497
Deposits under agreements with Metro 18,686 --
Income taxes payable 3,776 70
Total current liabilities 60,197 34,777
Non-current portion of financing - lease liability 4,423 2,070
Non-current loans -- 12
Total liabilities 64,620 36,859
Minority equity interest -- 926
</TABLE>
<TABLE>
<CAPTION>
OzEmail Limited
CONDENSED CONSOLIDATED BALANCE SHEET (continued)
(In thousands, except per share data)
<S> <C> <C>
December 31, December 31,
1997 1998
------------ ------------
Shareholders' equity:
Ordinary Shares,
1,250,000,000 shares authorized;
111,000,010 and 124,819,500 shares
issued and outstanding, respectively 444 587
Additional paid-in capital 64,636 165,864
Accumulated deficit (15,916) (29,611)
Dividends -- (2,858)
Other comprehensive income (loss), net 2 7
Total shareholders' equity 49,166 134,915
Total liabilities and shareholders' equity A$ 113,786 A$ 171,774
</TABLE>
<TABLE>
<CAPTION>
OzEmail Limited
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands, except per share data)
Three Months Ended Twelve Months Ended
December 31, December 31,
1997 1998 1997 1998
-------- -------- ---------- ----------
<S> <C> <C> <C> <C>
Net revenues A$17,210 A$31,555 A$55,767 A$110,199
Costs and expenses:
Cost of revenues - network
operations and support 5,000 7,882 15,976 27,772
Cost of revenues
-- communications and other 6,535 10,384 19,025 40,998
Sales and marketing 4,770 7,604 14,387 24,036
Product development 2,321 1,912 9,267 7,040
General and administrative 6,124 5,058 12,498 19,914
Amortization of goodwill
and other intangibles 533 1,371 533 5,143
Total costs and expenses 25,283 34,211 71,686 124,903
Loss from operations (8,073) (2,656) (15,919) (14,704)
Other income (expense):
Foreign exchange gain
(loss), net 151 1,027 39 1,325
Interest income 829 302 3,262 1,324
Other income (expense), net (1,546) 43 (1,011) (256)
Interest expense (137) (121) (356) (585)
<PAGE>
Loss before provision for
income taxes and minority
equity interest (8,776) (1,405) (13,985) (12,896)
Income tax (expense)
benefit 1,012 (1,001) (2,783) (732)
Minority equity interest -- (80) -- (66)
Net loss A$[7,764) A$[2,486) A$[16,768) A$[13,694)
Basic loss per ordinary
share A$ (0.066) A$[0.019) A$ (0.160) A$[0.112)
Diluted loss per ordinary
share A$ (0.066) A$[0.019) A$ (0.160) A$[0.112)
Weighted average ordinary
shares and share
equivalents
- Basic 117,710 129,588 104,631 122,789
- Diluted 117,710 129,588 104,631 122,789
Basic loss per ADS A$ (0.66) A$[0.192) A$ (1.60) A$ (1.115)
Diluted loss per ADS A$ (0.66) A$[0.192) A$ (1.60) A$ (1.115)
EBITDA (5,364) 4,045 10,152 6,475
</TABLE>
SOURCE OzEmail Limited
CONTACT: Michael Ward in Sydney, 61-2-9433-2400, or Todd
Friedman, 415-296-7383, both for OzEmail Limited
