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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
WORLD ACCESS, INC.
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(Name of Issuer)
Common Stock - $0.01 par value
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(Title of Class of Securities)
98141A101
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(CUSIP Number)
Scott D. Sullivan, Treasurer and Chief Financial Officer
MCI WORLDCOM, Inc.
500 Clinton Center Drive
Clinton, MS 39056
(601) 460-5600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 21, 1999
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(Date of Event which Requires Filing of this Statement)
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This Amendment No. 2 amends and supplements the Schedule 13D (the
"Schedule 13D") dated December 14, 1998, as amended by Amendment No. 1 dated
January 13, 1999. All portions of such original filing remain correct and are
unchanged by this Amendment No. 2 except that certain changes have been made to
the information set forth in items 4 and 5 of the Schedule 13D and to the
corresponding portions of the cover page. The cover page and items 4 and 5 as
amended and restated in their entirety shall now read as follows:
CUSIP NO. 98141A101
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons.
Name IRS I.D. #
MCI WORLDCOM, Inc. 58-1521612
WorldCom Network Services, Inc 36-3305625
MFS Telecom, Inc. 36-3547776
Brooks Fiber Communications of Texas, Inc. 43-1714867
2) Check the Appropriate Box if a Member of a Group (See Instructions).
(a)
(b) (The reporting persons do not consider themselves a group as
described in Rule 13d-5 and are making this joint filing under
Rule 13d-1(k)(1)).
3) SEC Use Only.
4) Source of Funds (See Instructions). 00. See Item 3 hereof.
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e). Not required.
6) Citizenship or Place of Organization.
Name State of Organization
MCI WORLDCOM, Inc. Georgia
WorldCom Network Services, Inc. Delaware
MFS Telecom, Inc. Delaware
Brooks Fiber Communications
of Texas, Inc. Delaware
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Number of (7) Sole Voting Power 6,638,096*
Shares
Beneficially (8) Shared Voting Power None
Owned by
Each (9) Sole Dispositive Power 2,133,416*
Reporting
Person with (10) Shared Dispositive Power None
11) Aggregate Amount Beneficially Owned by Each Reporting Person. 6,638,096*
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions). Not Applicable.
13) Percent of Class Represented by Amount in Row (11). 15%*
14) Type of Reporting Person (See Instructions). CO
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* Share ownership numbers and percentages are approximations for the
reasons stated in Item 5. of this Schedule 13D. Each reporting person
is the beneficial owner of all of the reported shares although record
ownership varies.
Item 4. Purpose of Transaction.
As stated in Item 5 below, the reporting persons may acquire in the
aggregate dispositive authority for up to approximately 4,504,680 additional
Contingent Shares (as defined in item 5 below) depending upon the attainment of
certain earnings levels. While the reporting persons have no present intentions
of acquiring or influencing control of World Access, they intend to monitor
their investment in World Access and take actions consistent with their
perceived best interest.
Effective March 31, 1999, Max E. Bobbitt resigned as a director of
World Access. Lawrence C. Tucker, a director of MCI WORLDCOM, Inc., joined the
Board of Directors of World Access in April, 1999. Information regarding Mr.
Tucker is provided in Appendix A in the initial filing of this Schedule 13D.
Item 5. Interest in Securities of the Issuer.
The reporting persons presently own beneficially approximately
6,638,096 shares or approximately 15% of the presently outstanding shares of
World Access common stock as of April 29, 1999, all of which were acquired in
connection with the closing of a merger transaction (the "Merger") on December
14, 1998.
Under the terms of the Merger, creditors of RCG as a group are eligible
to receive up to a total of 9,375,000 shares of World Access common stock over a
two and one-half year period
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following closing of the Merger. Of these shares, a total of 3,125,000 shares
(the "Closing Shares") were issued at closing of the Merger to the RCG creditors
as a group and 6,250,000 shares (the "Contingent Shares") were placed in escrow
to be issued over the two and one-half year period subject to the attainment of
certain earnings levels by RCG and Cherry Communications U.K. Limited ("Cherry
U.K."). The exact amount to be issued to any RCG creditor, including the
reporting persons, will depend upon the resolution of claims in the RCG
bankruptcy proceedings.
The reporting persons have received a certificate for 1,310,430 Closing
Shares and estimate that they are entitled to receive approximately 822,986
additional Closing Shares in connection with the closing of the Merger and
4,504,680 of the Contingent Shares. The reporting persons have voting (but not
dispositive) power over the Contingent Shares. The reporting persons will
acquire disposition rights with respect to the Contingent Shares upon the
attainment of certain earning levels for the combined business of RCG and Cherry
U.K. To the extent the specified earnings levels are not attained over the next
two and one-half years, the reporting persons will lose voting and all other
rights with respect to the Contingent Shares. Other than shares acquired in the
above Merger, the reporting persons have acquired no shares of World Access over
the sixty day period preceding the filing of this Schedule 13D.
The 1818 Fund III, L.P., a Delaware limited partnership (the "1818
Fund"), may be deemed to be the beneficial owner of 6,086,957 shares of World
Access common stock issuable upon (i) the conversion of 50,000 shares of
preferred stock of World Access and (ii) exercise of an option to acquire up to
an additional 20,000 shares of preferred stock and conversion thereof into World
Access common stock. The general partner of the 1818 Fund is Brown Brothers
Harriman & Co. ("BBH"). Mr. Tucker, a partner at BBH, may be deemed to be the
beneficial owner of these shares due to his role as co-manager of the 1818 Fund.
World Access stock options previously held by Mr. Bobbitt expired upon his
resignation from the World Access Board of Directors.
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Signature
After reasonable 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.
Date: May 26, 1999
MCI WORLDCOM, Inc. WorldCom Network Services, Inc.
By: /s/ Scott D. Sullivan By: /s/ Scott D. Sullivan
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Name: Scott D. Sullivan Name: Scott D. Sullivan
Title: Chief Financial Officer Title: Chief Financial Officer
MFS Telecom, Inc. Brooks Fiber Communications
of Texas, Inc.
By: /s/ Scott D. Sullivan By: /s/ Scott D. Sullivan
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Name: Scott D. Sullivan Name: Scott D. Sullivan
Title: Chief Financial Officer Title: Chief Financial Officer
