As filed with the Securities and Exchange Commission on April 12, 2000
Registration Statement No. 333-88283
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MCI WORLDCOM, INC.
(Exact name of registrant as specified in its charter)
GEORGIA 58-1521612
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
500 Clinton Center Drive
Clinton, Mississippi 39506
(601) 460-5600
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
P. Bruce Borghardt, Esq.
MCI WORLDCOM, Inc.
10777 Sunset Office, Suite 330
St. Louis, Missouri 63127
(314) 909-4100
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies of all correspondence to:
R. Randall Wang, Esq.
Bryan Cave LLP
211 North Broadway, Suite 3600
St. Louis, Missouri 63102
(314) 259-2000
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Approximate date of commencement of proposed sale to the public: At
such time or times after the effective date of this Registration Statement as
the selling shareholders shall determine.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: |_|
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box: |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
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The information in this prospectus is not complete and may be changed. The
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
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SUBJECT TO COMPLETION, DATED APRIL 12, 2000
PROSPECTUS
MCI WORLDCOM, INC.
A MAXIMUM OF 346,410 SHARES OF COMMON STOCK
----------------------
This prospectus relates to a maximum of 346,410 shares of our common
stock. These shares may be offered and sold from time to time by the selling
shareholders named herein. The selling shareholders may offer their common
shares through public or private transactions, on or off The Nasdaq National
Market, at prevailing market prices, or at privately negotiated prices. The
selling shareholders may include pledgees, donees, transferees, or other
successors in interest. We will provide specific terms of any offerings made
under this prospectus in prospectus supplements, if necessary.
We will not receive any of the proceeds from the sale of the common
shares. We will bear the costs relating to the registration of the common
shares, estimated to be approximately $16,000.
The common shares are traded on The Nasdaq National Market under the
symbol WCOM. The closing sales price of the common shares as reported on The
Nasdaq National Market on April 10, 2000 was $42.6875 per share. The selling
shareholders will pay any sales commissions or underwriting discounts and fees
and expenses of their counsel incurred in connection with the sale of shares
through this prospectus.
----------------------
These securities have not been approved or disapproved by the
Securities and Exchange Commission or any state securities commission, nor has
the Securities and Exchange Commission or any state securities commission passed
upon the accuracy or adequacy of this prospectus. Any representation to the
contrary is a criminal offense.
----------------------
The date of this prospectus is April 12, 2000
<PAGE>
EXPLANATORY NOTES
We have not authorized anyone to provide you with information or to
represent anything not contained in this prospectus. You must not rely on any
unauthorized information or representations. The selling shareholders are
offering to sell, and seeking offers to buy, only the shares of common stock
covered by this prospectus, and only under circumstances and in jurisdictions
where it is lawful to do so. The information contained in this prospectus is
current only as of its date, regardless of the time of delivery of this
prospectus or of any sale of the shares.
You should read carefully this entire prospectus, as well as the
documents incorporated by reference in this prospectus, before making an
investment decision. All references to "we," "us," "our" or "MCI WorldCom" in
this prospectus mean MCI WORLDCOM, Inc. and its subsidiaries.
TABLE OF CONTENTS
Page
The Company...................................................................2
Recent Developments...........................................................3
Use of Proceeds...............................................................4
Selling Shareholders..........................................................4
Plan of Distribution..........................................................5
Experts.......................................................................6
Where You Can Find More Information...........................................7
Cautionary Statement Regarding Forward-Looking Statements.....................7
THE COMPANY
Organized in 1983, MCI WORLDCOM, Inc., a Georgia corporation, provides a
broad range of communications, outsourcing, and managed network services to both
U.S. and non-U.S. based corporations. We are a global communications company
utilizing a facilities-based, on-net strategy throughout the world. The on-net
approach allows our customers to send data streams or voice traffic across town,
across the U.S., or to any of our facilities-based networks in Europe or Asia,
without ever leaving the confines of our network. The on-net approach provides
our customers with superior reliability and low operating costs. Prior to
September 15, 1998, we were named WorldCom, Inc.
We leverage our facilities-based networks to focus on data and the
Internet. We provide the building blocks or foundation for the new e-conomy.
Whether it is an emerging e-business or a larger, more established company who
is embracing an e-business approach, we provide the communications
infrastructure to help make them successful. From private networking - frame
relay and asynchronous transfer mode ("ATM") - to high capacity Internet and
related services, to hosting for complex, high volume mega-sites, to turn key
network management and outsourcing, we provide the broadest range of Internet
and traditional, private networking services available from any provider.
Our core business is communications services, which includes voice,
data, Internet, and international services. During each of the last three years,
more than 90% of our operating revenues were derived from communications
services.
Our executive offices are located at 500 Clinton Center Drive, Clinton,
Mississippi 39056 and our telephone number is (601) 460-5600.
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RECENT DEVELOPMENTS
On October 5, 1999, we announced that we had entered into an Agreement and
Plan of Merger dated as of October 4, 1999, which was amended and restated on
March 8, 2000, between MCI WorldCom and Sprint Corporation. Under the terms of
the Sprint merger agreement, Sprint will merge with and into MCI WorldCom.
Sprint is a diversified telecommunications company, providing long
distance, local and wireless communications services. Sprint's business is
organized in two groups: the Sprint PCS group and Sprint FON group. Sprint built
and operates the United States' first nationwide all-digital, fiber-optic
network and is a leader in advanced data communications services. In 1999 Sprint
had $20 billion in annual revenues and serves more than 20 million business and
residential customers. Additional information regarding Sprint and the Sprint
merger agreement is contained in our Current Report on Form 8-K-1 dated April
11, 2000, filed April 11, 2000), which is incorporated by reference herein.
Under the merger agreement with Sprint, each outstanding share of Sprint's
FON common stock will be exchanged for $76.00 of MCI WorldCom common stock,
subject to a collar. In addition, each share of Sprint's PCS common stock will
be exchanged for one share of a new MCI WorldCom PCS tracking stock and 0.116025
shares of MCI WorldCom common stock. The terms of the MCI WorldCom PCS tracking
stock will be virtually identical to the terms of Sprint's PCS common stock and
will be designed to track the performance of the PCS business of the surviving
company in the Sprint merger. Holders of Sprint class A stock will receive that
amount of MCI WorldCom common stock and MCI WorldCom PCS tracking stock as if
such class A stock had been converted into Sprint FON common stock and Sprint
PCS common stock immediately before the Sprint merger. Holders of the other
classes or series of Sprint capital stock will receive one share of a class or
series of our capital stock with virtually identical terms, which will be
established in connection with the Sprint merger, for each share of Sprint
capital stock that they own. Sprint will redeem for cash each outstanding share
of the Sprint first and second series preferred stock before completion of the
Sprint merger. The Sprint merger, valued at approximately $129 billion, will be
accounted for as a purchase and will be tax-free to Sprint stockholders.
The actual number of shares of MCI WorldCom common stock to be exchanged
for each share of Sprint's FON common stock will be determined based on the
average trading prices of MCI WorldCom common stock prior to the closing, but
will not be less than 1.4100 shares (if MCI WorldCom's average stock price
equals or exceeds $53.9007) or more than 1.8342 shares (if MCI WorldCom's
average stock price equals or is less than $41.4350).
Consummation of the Sprint merger is subject to various conditions set
forth in the merger agreement with Sprint, including the adoption of the merger
agreement by stockholders of Sprint, the approval of the Sprint merger by
shareholders of MCI WorldCom, the approval of the issuance of MCI WorldCom
capital stock in the Sprint merger by shareholders of MCI WorldCom, certain U.S.
and foreign regulatory approvals and other customary conditions. Special
meetings of shareholders of MCI WorldCom and Sprint have been called for April
28, 2000 to vote on the merger proposals. It is anticipated that the Sprint
merger will close in the second half of 2000. Additionally, if the Sprint merger
is consummated, the integration and consolidation of Sprint would require
substantive management and financial resources and involve a number of
significant risks, including potential difficulties in assimilating technologies
and services of Sprint and in achieving anticipated synergies and cost
reductions.
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USE OF PROCEEDS
We will not receive any proceeds from the sale of the common shares
offered by this prospectus, nor will such proceeds be available for our use or
benefit.
SELLING SHAREHOLDERS
A total of 346,410 of our common shares registered for sale under this
prospectus were issued to Newbridge Latin America, L.P. (the "selling
shareholder"). All of the shares were acquired by the selling shareholder
pursuant to the irrevocable exercise of certain exchange rights in connection
with the acquisition by MCI WorldCom of SkyTel Communications, Inc. Under the
terms of the transaction, MCI WorldCom agreed to register for resale the shares
of common stock to be received by the selling shareholder in connection with the
transaction.
The term "selling shareholder" also includes any transferees, pledgees,
donees, or other successors in interest to the selling shareholder named in the
table below. To the extent required, we will name any additional selling
shareholder in a supplement to this prospectus.
The following table sets forth certain information with respect to the
beneficial ownership of our common stock by the selling shareholder as of April
11, 2000 before giving effect to the sale of shares of common stock in this
offering. The selling shareholder has not had any position or office with us or
any of our affiliates within the past three years. There is no material
relationship between the selling shareholder and us or our affiliates in the
last three years, other than their investment in MTEL Latin America, Inc. All of
the shares owned by the selling shareholder may be offered by such shareholder
in this offering. We cannot assure you, however, that the selling shareholder
will sell any of the shares of our common stock covered by this prospectus. The
selling shareholder does not hold one or more percent of the outstanding shares
of our common stock.
The information included in this section is based upon information
provided by the selling shareholder.
Shares Shares
Beneficially Beneficially
Owned Prior To Owned After the
Name the Offering(1) Offering (1)(2)
---- --------------- ---------------
Newbridge Latin America, L.P.(3) 346,410 0
(1) Unless otherwise noted, each person has sole voting and investment power
with respect to all shares listed opposite such person's name.
(2) The shares may be offered from time to time by the selling shareholder. The
selling shareholder is not obligated to sell all or any portion of their
shares, nor is it obligated to sell any of its shares immediately pursuant
to this prospectus. Because the selling shareholder may sell all or some of
its shares, no estimate can be given as to the amount of common stock
actually to be offered for sale by the selling shareholder or as to the
amount of common stock that will be held by the selling shareholder upon
the termination of this offering.
(3) Newbridge Latin America, L.P. is a Cayman Islands limited partnership. The
managing general partner of Newbridge Latin America, L.P. is LATAM GP,
L.P., a Delaware limited partnership. The general partner of LATAM GP, L.P.
is LAF Advisors, L.L.C., a Delaware limited liability company, whose
members are TPG LAF Advisors, Inc. (controlled by Messrs. David Bonderman,
James Coulter, and William Price), Richard P. Schifter, William A. Franke,
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and RCBA LAF Group, LLC (controlled by Richard C. Blum). Messrs. Bonderman,
Coulter, Price, Schifter, Franke, and Blum disclaim beneficial ownership of
all shares held by Newbridge Latin America, L.P. The address of Newbridge
Latin America, L.P. is 201 Main Street Suite 2420, Fort Worth, Texas 76102.
PLAN OF DISTRIBUTION
We are registering the common shares covered by this prospectus for the
selling shareholder. To the extent required, we will identify any additional
selling shareholder in a supplement to this prospectus.
The selling shareholder will act independently of us in making
decisions with respect to the timing, manner and size of each sale. The selling
shareholder may sell the common shares on The Nasdaq National Market, in the
over-the-counter market or in private transactions, at market prices prevailing
at the time of sale, at prices related to the prevailing market prices, or at
negotiated prices.
In addition, the selling shareholder may sell some or all of its common
shares through:
o a block trade in which a broker-dealer may resell a portion of the
block, as principal, in order to facilitate the transaction;
o purchases by a broker-dealer, as principal, and resale by the
broker-dealers for its account; or
o ordinary brokerage transactions and transactions in which a broker
solicits purchasers.
The selling shareholder may enter into hedging transactions with
respect to its shares. For example, the selling shareholder may:
o enter into transactions involving short sales of the common shares
by broker-dealers;
o sell common shares short itself and redeliver such shares to close
out its short positions;
o enter into option or other types of transactions that require the
selling shareholder to deliver common shares to a broker-dealer,
who will then resell or transfer the common shares under this
prospectus; or
o loan or pledge the common shares to a broker-dealer, who may sell
the loaned shares or, in the event of default, sell the pledged
shares.
The selling shareholder may negotiate and pay broker-dealers
commissions, discounts or concessions for their services. Broker-dealers engaged
by the selling shareholder may allow other broker-dealers to participate in
resales. However, the selling shareholder and any broker-dealers involved in the
sale or resale of the common shares may qualify as "underwriters" within the
meaning of the Securities Act of 1933. In addition, the broker-dealers'
commissions, discounts or concession may qualify as underwriters' compensation
under the Securities Act of 1933. If the selling shareholder or any
broker-dealers qualify as "underwriters," they will be subject to the prospectus
delivery requirements of the Securities Act of 1933.
In addition to selling their common shares under this prospectus, the
selling shareholder may:
o agree to indemnify any broker-dealer or agent against certain
liabilities related to the selling of the common shares, including
liabilities arising under the Securities Act of 1933;
o transfer its common shares in other ways not involving market
makers or established trading markets, including directly by gift,
distribution, or other transfer; or
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o sell its common shares under Rule 144 of the Securities Act of
1933 rather than under this prospectus, if the transaction meets
the requirements of Rule 144.
When a particular offering is made, if required, we will distribute to
you a prospectus supplement. This supplement will set forth the names of the
selling shareholders, the aggregate amount and type of shares being offered, the
number of such shares owned before and after the completion of any such
offering, and, to the extent required, the terms of the offering, including the
name or names of any underwriters, broker-dealers or agents, any discounts,
commissions and other terms constituting compensation from the selling
shareholder and any discounts, commissions or concessions allowed or reallowed
or paid to broker-dealers. Any underwriters, brokers, dealers or agents who
participate in any sale of the shares may also perform services for us or our
affiliates.
All expenses of the registration of the shares will be paid by us,
including, without limitation, all registration and filing fees, printing
expenses, expenses of compliance with blue sky laws, fees and disbursements of
our counsel and expenses of any audits incidental to this registration. The
selling shareholder will pay expenses related to any sales commissions or
underwriting discounts and fees and expenses of its counsel incurred in
connection with the sale of shares through this prospectus.
We have agreed to indemnify the selling shareholder and anyone who
controls the selling shareholder against certain liabilities and expenses
arising out of or based upon the information contained in this document,
including liabilities under federal securities laws.
EXPERTS
The consolidated financial statements of MCI WorldCom as of December
31, 1999 and 1998, and for each of the years in the three-year period ended
December 31, 1999, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are included
in MCI WorldCom's Annual Report on Form 10-K for the year ended December 31,
1999, and are incorporated herein by reference, in reliance upon the authority
of such firm as experts in accounting and auditing in giving such reports.
The consolidated financial statements of Brooks Fiber Properties, Inc.
as of December 31, 1997, and for the year ended December 31, 1997, have been
incorporated by reference in this document and in the registration statement in
reliance upon the report of KPMG LLP, independent certified public accountants,
included in MCI WorldCom's Annual Report on Form 10-K for the year-ended
December 31, 1999 and incorporated by reference in this document, and upon the
authority of such firm as experts in accounting and auditing.
The consolidated financial statements and schedules of Sprint and the
combined financial statements and schedules of the Sprint FON Group and the
Sprint PCS Group appearing in MCI WorldCom's Current Report on Form 8-K-2 dated
April 11, 2000 (filed April 11, 2000) have been audited by Ernst & Young LLP,
independent auditors, as set forth in their reports thereon included therein and
incorporated herein by reference which, as to the years 1998 and 1997 for Sprint
and the Sprint PCS Group, are based in part on the reports of Deloitte & Touche
LLP, independent auditors. Such consolidated and combined financial statements
and schedules are incorporated herein by reference in reliance upon such reports
given on the authority of such firms as experts in accounting and auditing.
The consolidated financial statements of Sprint Spectrum Holding
Company, L.P. as of December 31,1998, and for each of the years in the two-year
period ended December 31, 1998, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report which is included in MCI
WorldCom's Current Report on Form 8-K-2 dated April 11, 2000 (filed April 11,
2000), and are incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You can inspect and copy these reports, proxy
statements and other information at the public reference facilities of the SEC,
in Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; 7 World Trade
Center, Suite 1300, New York, New York 10048; and Suite 1400, Citicorp Center,
500 W. Madison Street, Chicago, Illinois 60661-2511. You can also obtain copies
of these materials from the public reference section of the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms. The SEC
also maintains a web site that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the SEC (http://www.sec.gov).
We have filed a registration statement and related exhibits with the
SEC under the Securities Act of 1933 (the "Securities Act"). This prospectus is
a part of that registration statement. The registration statement contains
additional information about us and the securities. You may inspect the
registration statement and exhibits without charge at the office of the SEC at
450 Fifth Street, N.W., Washington, D.C. 20549, and you may obtain copies from
the SEC at prescribed rates. The SEC allows us to "incorporate by reference" the
information we file with it, which means that we can disclose important
information to you by referring to those documents. The information incorporated
by reference is an important part of this prospectus, and information that we
file later with the SEC will automatically update and supersede this
information. We incorporate by reference the following documents we filed with
the SEC under File No. 000-11258:
o Our Annual Report on Form 10-K for the year ended December 31, 1999.
o Our Current Reports on Form 8-K dated October 4, 1999 (filed October 6,
1999), Form 8-K dated October 5, 1999 (filed October 15, 1999), Form
8-K-1 dated April 11, 2000 (filed April 11, 2000) and Form 8-K-2 dated
April 11, 2000 (filed April 11, 2000).
o All documents filed by us with the SEC pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the
date of this prospectus and before the completion of this offering
(other than those portions of such documents described in paragraphs
(i), (k), and (l) of Item 402 of Regulation S-K promulgated by the
SEC).
You may receive a copy of any of these filings (except exhibits, unless the
exhibits are specifically incorporated), at no cost, by writing or telephoning:
MCI WORLDCOM, Inc.
500 Clinton Center Drive
Clinton, Mississippi 39056
Telephone Number (601) 460-5600 or
(877) 624-9266
Attention: Investor Relations Department
You should rely only on the information incorporated by reference or
provided in this prospectus and any supplement. We have not authorized anyone
else to provide you with different information.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The following statements are or may be forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995:
o any statements contained or incorporated herein regarding possible
or assumed future results of operations of MCI WorldCom's
business, anticipated cost savings or other synergies, the markets
for MCI WorldCom's services and products, anticipated capital
expenditures, the outcome of Euro conversion efforts, regulatory
developments or competition;
o any statements preceded by, followed by or that include the words
"intends," "estimates," "believes," "expects," "anticipates,"
"should," "could," or similar expressions; and
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o other statements contained or incorporated by reference herein
regarding matters that are not historical facts.
Such statements are subject to risks and uncertainties. You should
understand that certain important factors, in addition to the factors discussed
in the documents we incorporate by reference in this prospectus, could affect
our future results and could cause those results to differ materially from those
expressed in our forward-looking statements. You should not place undue reliance
on any of our forward-looking statements, which speak only as of the date
thereof. The important factors that could cause actual results to differ
materially from those in the forward-looking statements herein include, without
limitation:
o whether the Sprint merger is completed and the ability to
integrate the operations of MCI WorldCom and Sprint, including
their respective products and services;
o the effects of vigorous competition in the markets in which we
operate;
o the impact of technological change on our business, new entrants
and alternative technologies, and dependence on availability of
transmission facilities;
o risks of international business;
o regulatory risks, including the impact of the Telecommunications
Act of 1996;
o contingent liabilities;
o the impact of competitive services and pricing;
o risks associated with the Euro conversion efforts;
o risks associated with debt service requirements and interest rate
fluctuations;
o our degree of financial leverage, and
o other risks referenced from time to time in our filings with the
SEC.
Our independent public accountants have not examined or compiled the
forward-looking statements referred to above or any forecasts or other
projections incorporated by reference herein and, accordingly, they do not
provide any assurance with respect to such statements.
The cautionary statements contained or referred to in this section should
be considered in connection with any subsequent written or oral forward-looking
statements that may be issued by MCI WorldCom or persons acting on its behalf.
MCI WorldCom does not undertake any obligation to release publicly any revisions
to such forward-looking statements to reflect events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses (other than underwriting discounts and sales commissions)
relating to the registration of common shares will be borne by us. These
expenses are estimated to be as follows*:
SEC Registration Fee ----------------------------------$ 4,621
Accountants' Fees ------------------------------------- 5,000
Legal Fees -------------------------------------------- 5,000
Miscellaneous ----------------------------------------- 1,379
-------
Total -------------------------------------------------$16,000
=======
* The selling shareholder will pay expenses related to the securities
laws of any state and any sales commissions or underwriting discounts and fees
and expenses of its counsel incurred in connection with the sale of shares
registered hereunder.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 14-2-202(b)(4) of the Georgia Business Corporation Code (the
"GBCC") provides that a corporation's articles of incorporation may include a
provision that eliminates or limits the personal liability of directors for
monetary damages to the corporation or its shareholders for any action taken, or
any failure to take any action, as a director; provided, however, that the
Section does not permit a corporation to eliminate or limit the liability of a
director for appropriating, in violation of his or her duties, any business
opportunity of the corporation, for acts or omissions including intentional
misconduct or a knowing violation of law, receiving from any transaction an
improper personal benefit, or voting for or assenting to an unlawful
distribution (whether as a dividend, stock repurchase or redemption, or
otherwise) as provided in Section 14-2-832 of the GBCC. Section 14-2-202(b)(4)
also does not eliminate or limit the rights of MCI WorldCom or any shareholder
to seek an injunction or other nonmonetary relief in the event of a breach of a
director's duty to the corporation and its shareholders. Additionally, Section
14-2-202(b)(4) applies only to claims against a director arising out of his or
her role as a director, and does not relieve a director from liability arising
from his or her role as an officer or in any other capacity.
The provisions of Article Ten of MCI WorldCom's Second Amended and Restated
Articles of Incorporation, as amended, are similar in all substantive respects
to those contained in Section 14-2-202(b)(4) of the GBCC as outlined above.
Article Ten further provides that the liability of directors of MCI WorldCom
shall be limited to the fullest extent permitted by amendments to Georgia law.
Sections 14-2-850 to 14-2-859, inclusive, of the GBCC govern the indemnification
of directors, officers, employees, and agents. Section 14-2-851 of the GBCC
permits indemnification of an individual for liability incurred by him or her in
connection with any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative and whether formal or
informal (including, subject to certain limitations, civil actions brought as
derivative actions by or in the right of MCI WorldCom) in which the individual
is made a party because he or she is or was a director of MCI WorldCom, or,
while a director of MCI WorldCom, such individual is or was serving at the
request of MCI WorldCom, as a director, officer, partner, trustee, employee or
agent of another foreign or domestic corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise. This Section permits
indemnification if the director acted in good faith and reasonably believed (a)
in the case of conduct in his or her official capacity, that such conduct was in
the best interests of the corporation, (b) in all other cases, that such conduct
was at least not opposed to the best interests of the corporation, and (c) in
the case of a criminal proceeding, that he or she had no reasonable cause to
believe his or her conduct was unlawful. If the required standard of conduct is
met, indemnification may include judgments, settlements, penalties, fines or
reasonable expenses (including attorneys' fees) incurred with respect to a
proceeding.
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A Georgia corporation may not indemnify a director under Section 14-2-851:
(1) in connection with a proceeding by or in the right of the corporation,
except for reasonable expenses incurred by such director in connection with the
proceeding, provided it is determined that such director met the relevant
standard of conduct set forth above, or (2) in connection with any proceeding
with respect to conduct for which such director was adjudged liable on the basis
that he or she received an improper personal benefit, whether or not involving
action in his or her official capacity.
Prior to indemnifying a director under Section 14-2-851 of the GBCC, a
determination must be made that the director has met the relevant standard of
conduct. Such determination must be made under Section 14-2-855 of the GBCC by:
(1) a majority vote of a quorum consisting of disinterested directors; (2) a
duly designated committee of disinterested directors; (3) duly selected special
legal counsel; or (4) a vote of the shareholders, excluding shares owned by or
voted under the control of directors who do not qualify as disinterested
directors.
Section 14-2-856 of the GBCC provides that a Georgia corporation may,
before final disposition of a proceeding, advance funds to pay for or reimburse
the reasonable expenses incurred by a director who is a party to a proceeding
because he or she is a director, provided that such director delivers to the
corporation a written affirmation of his or her good faith belief that he or she
met the relevant standard of conduct described in Section 14-2-851 of the GBCC,
and a written undertaking by the director to repay any funds advanced if it is
ultimately determined that such director was not entitled to such
indemnification. Section 14-2-852 of the GBCC provides that directors who are
successful with respect to any claim brought against them, which claim is
brought because they are or were directors of MCI WorldCom, are entitled to
mandatory indemnification against reasonable expenses incurred in connection
therewith.
The GBCC also allows a Georgia corporation to indemnify directors made a
party to a proceeding without regard to the above-referenced limitations, if
authorized by the articles of incorporation or a bylaw, contract, or resolution
duly adopted by a vote of the shareholders of the corporation by a majority of
votes entitled to be cast, excluding shares owned or voted under the control of
the director or directors who are not disinterested, and to advance funds to pay
for or reimburse reasonable expenses incurred in the defense thereof, subject to
restrictions similar to the restrictions described in the preceding paragraph;
provided, however, that the corporation may not indemnify a director adjudged
liable: (1) for any appropriation, in violation of his or her duties, of any
business opportunity of MCI WorldCom; (2) for acts or omissions which involve
intentional misconduct or a knowing violation of law; (3) for unlawful
distributions under Section 14-2-832 of the GBCC; or (4) for any transaction in
which the director obtained an improper personal benefit.
Section 14-2-857 of the GBCC provides that an officer of MCI WorldCom (but
not an employee or agent generally) who is not a director has the mandatory
right of indemnification granted to directors under Section 14-2-852, subject to
the same limitations as described above. In addition, MCI WorldCom may, as
provided by either MCI WorldCom's Second Amended and Restated Articles of
Incorporation as amended, MCI WorldCom's Restated Bylaws, general or specific
actions by its board of directors, or by contract, indemnify and advance
expenses to an officer, employee or agent who is not a director to the extent
that such indemnification is consistent with public policy.
The indemnification provisions of Article X of MCI WorldCom's Restated
Bylaws and Article Twelve of MCI WorldCom's Second Amended and Restated Articles
of Incorporation, as amended, are consistent with the foregoing provisions of
the GBCC. However, MCI WorldCom's Second Amended and Restated Articles of
Incorporation, as amended, prohibit indemnification of a director who did not
believe in good faith that his or her actions were in, or not opposed to, MCI
WorldCom's best interests, or to have improperly received a personal benefit, or
in the case of a criminal proceeding, if such director had reasonable cause his
or her conduct was unlawful, or in the case of a proceeding by or in the right
of MCI WorldCom, to which such director was adjudged liable to MCI WorldCom,
unless a court shall determine that the director is fairly and reasonably
entitled to indemnification in view of all the circumstances. MCI WorldCom's
Restated Bylaws extend the indemnification available to officers under the GBCC
to employees and agents.
II-2
<PAGE>
ITEM 16. EXHIBITS.
See Exhibit Index.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most
recent post effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a view registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) For purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934(and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, we
have been advised that in the opinion of the SEC that such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered the registrant will, unless in the opinion of its counsel the matter
II-3
<PAGE>
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Clinton, State of Mississippi, on April 11, 2000.
MCI WORLDCOM, INC.
By: /S/ Scott D. Sullivan
----------------------
Scott D. Sullivan
Chief Financial Offier
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
s/ Clifford L. Alexander, Jr.*
- -------------------------------------- Director April 11, 2000
Clifford L. Alexander, Jr.
/s/ James C. Allen*
- -------------------------------------- Director April 11, 2000
James C. Allen
/s/ Judith Areen*
- -------------------------------------- Director April 11, 2000
Judith Areen
/s/ Carl J. Aycock*
- -------------------------------------- Director April 11, 2000
Carl J. Aycock
/s/ Max E. Bobbitt*
- -------------------------------------- Director April 11, 2000
Max E. Bobbitt
/s/ Bernard J. Ebbers*
- -------------------------------------- Director, President and Chief April 11, 2000
Bernard J. Ebbers Executive Officer (Principal
Executive Officer)
/s/ Francesco Galesi*
- -------------------------------------- Director April 11, 2000
Francesco Galesi
II-5
<PAGE>
/s/ Stiles A. Kellett, Jr*.
- -------------------------------------- Director April 11, 2000
Stiles A. Kellett, Jr.
/s/ Gordon S. Macklin*
- -------------------------------------- Director April 11, 2000
Gordon S. Macklin
/s/ John A. Porter*
- -------------------------------------- Director April 11, 2000
John A. Porter
/s/ Bert C. Roberts, Jr.*
- -------------------------------------- Chairman of the Board April 11, 2000
Bert C. Roberts, Jr.
/s/ John W. Sidgmore*
- -------------------------------------- Vice Chairman of the Board, April 11, 2000
John W. Sidgmore Chief Operations Officer and
Director
/s/ Scott D. Sullivan
- -------------------------------------- Director and Chief Financial April 11, 2000
Scott D. Sullivan Officer (Principal Financial
Officer and Principal
Accounting Officer)
/s/ Lawrence C. Tucker* April 11, 2000
- -------------------------------------- Director
Lawrence C. Tucker
/s/ Juan Villalonga*
- -------------------------------------- Director April 11, 2000
Juan Villalonga
/s/ Scott D. Sullivan
- --------------------------------------
Scott D. Sullivan
Attorney-in-Fact
</TABLE>
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
2.1* Agreement and Plan of Merger between MCI WORLDCOM, Inc.
("MCI WorldCom") and Sprint Corporation ("Sprint") dated as
of October 4, 1999 (incorporated herein by reference to
Annex I of MCI WorldCom's Amendment No. 3 on Form S-4 (filed
February 17, 2000) (Registration No. 333-90421)
4.1 Second Amended and Restated Articles of Incorporation of MCI
WorldCom (including preferred stock designations), as
amended as of October 1, 1999 (incorporated herein by
reference to Exhibit 4.1 of MCI WorldCom's Post-Effective
Amendment No. 1 on Form S-8 to Registration Statement on
Form S-4 (filed October 1, 1999) (Registration No.
333-85919))
4.2 Restated Bylaws of MCI WorldCom (incorporated herein by
reference to Exhibit 3.2 to MCI WorldCom's Current Report on
Form 8-K dated September 14, 1998) (filed September 29,
1998) (File No. 0-11258))
4.3 Rights Agreement dated as of August 25, 1996 between MCI
WorldCom and The Bank of New York, which includes the form
of Certificate of Designations, setting forth the terms of
the Series 3 Junior Participating Preferred Stock, par value
$.01 per share, as Exhibit A, the form of Rights Certificate
as Exhibit B and the Summary of Preferred Stock Purchase
Rights as Exhibit C (incorporated herein by reference to
Exhibit 4 to the Current Report on Form 8-K dated August 26,
1996 (as amended) filed by MCI WorldCom with the Securities
and Exchange Commission on August 26, 1996 (File No.
0-11258))
4.4 Amendment No. 1 to Rights Agreement dated as of May 22, 1997
by and between MCI WorldCom and The Bank of New York, as
Rights Agent (incorporated herein by reference to Exhibit
4.2 to MCI WorldCom's Current Report on Form 8-K dated May
22, 1997 (filed June 6, 1997) (Filed No. 0-11258))
5.1** Opinion of Counsel re: legality
23.1 Consent of Arthur Andersen LLP
23.2 Consent of KPMG LLP
23.3 Consesnt of Ernst & Young LLP
23.4 Consent of Deloitte & Touche LLP
23.5 Consent of Counsel (included in Exhibit 5.1)
24.1** Power of Attorney (included in signature page)
- --------------------------------
* The registrant hereby agrees to furnish supplementally a copy of any omitted
schedules to this Agreement to the Securities and Exchange Commission upon
request.
**Previously filed.
II-7
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-3, to be filed on or around April 11, 2000, of our
report dated March 24, 2000, included in MCI WORLDCOM, Inc.'s Form 10-K, for the
year ended December 31, 1999, and to all references to our Firm included in this
Registration Statement.
/s/ Arthur Andersen LLP
- -------------------------------
Jackson, Mississippi
April 11, 2000.
Exhibit 23.2
Independent Auditors' Consent
The Board of Directors and Shareholders
MCI WORLDCOM, Inc.:
We consent to incorporation by reference in this Amendment No. 1 to the
registration statement on Form S-3 of MCI WORLDCOM, Inc. of our report dated
February 18, 1998, relating to the consolidated statements of operations,
changes in shareholders' equity, and cash flows for the year ended December 31,
1997 of Brooks Fiber Properties, Inc. and subsidiaries, which report appears in
MCI WORLDCOM, Inc.'s Form 10-K for the year ended December 31, 1999 and to the
reference to our firm in this registration statement under the heading
"Accounting Experts."
/s/ KPMG LLP
- -------------------
St. Louis, Missouri
April 11, 2000
Exhibit 23.3
CONSENT TO INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in Amendment
No. 1 to the Registration Statement (Form S-3) of MCI WORLDCOM, Inc. for the
registration of a maximum of 346,410 shares of its common stock and to the
incorporation by reference therein of our reports dated February 1, 2000, with
respect to the consolidated financial statements and schedule of Sprint
Corporation and the combined financial statements and schedules of the Sprint
FON Group and the Sprint PCS Group included in MCI WORLDCOM, Inc.'s Current
Report (Form 8-K-2) dated April 11, 2000, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
- ----------------------
Kansas City, Missouri
April 11, 2000
Exhibit 23.4
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement on
Form S-3 of MCI WorldCom, Inc. of our report dated February 2, 1999, on the
consolidated financial statements of Sprint Spectrum Holding Company, L.P. and
subsidiaries, appearing in the MCI WorldCom's Current Report on Form 8-K dated
April 11, 2000 (filed April 11, 2000), and to the reference to us under the
heading "Experts" in the in the Prospectus, which is part of this Registration
Statement.
/s/ Deloitte & Touche LLP
- --------------------------
Kansas City, Missouri
April 10, 2000
