UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
TELEMONDE, INC.
---------------
(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
-----------------------------
(Title of Class of Securities)
879436 10
---------
(CUSIP Number)
SEPTEMBER 19, 2000
------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 9
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SCHEDULE 13G
CUSIP No. 879436 10
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WorldCom, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
a. |_|
b. |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
5 SOLE VOTING POWER
NUMBER OF 15,766,792
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 15,766,792
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,766,792
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.52%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
Page 2 of 9
<PAGE>
SCHEDULE 13G
CUSIP NO. 879436 10
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MCI WORLDCOM Global Networks U.S., Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
a. |_|
b. |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF 15,766,792
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 15,766,792
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,766,792
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.52%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
Page 3 of 9
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ITEM 1.
(a) NAME OF ISSUER
Telemonde, Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
230 Park Avenue
New York, NY 10169
ITEM 2.
(a) NAME OF PERSONS FILING
WorldCom, Inc.
MCI WORLDCOM Global Networks U.S., Inc.
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
WorldCom, Inc.
MCI WorldCom Global Networks U.S., Inc.
500 Clinton Center Drive
Clinton, Mississippi 39056
(c) CITIZENSHIP
MCI WorldCom, Inc. - United States
MCI WORLDCOM Global Networks U.S., Inc. - United States
(d) TITLE OF CLASS OF SECURITIES
Common Stock, par value $.001 per share
(e) CUSIP NUMBER
879436 10
Page 4 of 9
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ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO ss. 240.13d-1(b) OR
ss. 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) /_/ Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o);
(b) /_/ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) /_/ Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c);
(d) /_/ Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C.80a-8);
(e) /_/ An investment adviser in accordance with ss. 240.13d-1(b)
(1)(ii)(E);
(f) /_/ An employee benefit plan or endowment fund in accordance
with ss. 240.13d-1(b)(1)(ii)(F);
(g) /_/ A parent holding company or control person in accordance with
ss. 240.13d-1(b)(ii)(G);
(h) /_/ A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C.1813);
(i) /_/ A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C.80a-3);
(j) /_/ Group, in accordance with ss. 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to ss. 240.13d-1(c), check this box. |X|
ITEM 4. OWNERSHIP (AT SEPTEMBER 19, 2000)
(a) AMOUNT BENEFICIALLY OWNED (See note to Item 4(a)).
WorldCom, Inc. - 15,766,792
MCI WORLDCOM Global Networks U.S., Inc. - 15,766,792
Note to
Item 4(a): The 15,766,792 shares of Common Stock owned by WorldCom, Inc.
includes the 15,766,792 shares of Common Stock owned by MCI
WORLDCOM Global Networks U.S., Inc. It does not include
9,917,356 shares of Common Stock pledged by Fastfirm Limited on
behalf of Issuer in favor of MCI WorldCom Global Networks U.S.,
Inc. and MCI WorldCom Global Networks Limited, as security for
certain payment obligations of the Issuer
(b) PERCENT OF CLASS
WorldCom, Inc. - 15.52%
MCI WORLDCOM Global Networks U.S., Inc. - 15.52%
Page 5 of 9
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(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE
WorldCom, Inc. - 15,766,792
MCI WORLDCOM Global Networks U.S., Inc. - 15,766,792
ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE
WorldCom, Inc. - 0
MCI WORLDCOM Global Networks U.S., Inc. - 0
iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
WorldCom, Inc. - 15,766,792
MCI WORLDCOM Global Networks U.S., Inc. - 15,766,792
iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
WorldCom, Inc. - 0
MCI WORLDCOM Global Networks U.S., Inc. - 0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
MCI WORLDCOM Global Networks U.S., Inc. is a wholly-owned indirect
subsidiary of WorldCom, Inc.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
Page 6 of 9
<PAGE>
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.
SEPTEMBER 19, 2000
------------------
Date
WORLDCOM, INC.
By: /s/ SCOTT D. SULLIVAN
--------------------------------
Name: Scott D. Sullivan
Title: Chief Financial Officer
MCI WORLDCOM GLOBAL NETWORKS U.S., INC.
By: /s/ SCOTT D. SULLIVAN
--------------------------------
Name: Scott D. Sullivan
Title: Chief Financial Officer
