WORLDCOM INC/GA//
425, 2000-11-06
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                                                        Filed by WorldCom, Inc.
                          Pursuant to Rule 425 under the Securities Act of 1933
                                       and deemed filed pursuant to Rule 14a-12
                                      under the Securities Exchange Act of 1934

                                               Subject Company:  WorldCom, Inc.
                                                    Commission File No. 0-11258

                                                               November 3, 2000

The following transcript contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended, including statements concerning future operating performance, share of
new and existing markets, and revenue and earnings growth rates. Such
forward-looking statements, which are not a guarantee of performance, are
subject to a number of uncertainties and other factors, that could cause actual
results to differ materially from such statements, including vigorous
competition; the ability to establish a significant market presence in new
geographic service markets, and the success and market acceptance of new
products and services. For a more detailed description of the factors that
could cause such a difference, please see WorldCom, Inc.'s filings with the
Securities and Exchange Commission. The Company disclaims any intention or
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.

We urge investors and security holders to read WorldCom, Inc.'s Registration
Statement on Form S-4, including the prospectus and proxy statement, when they
become available, because they will contain important information.  When these
and other documents relating to the transaction are filed with the U.S.
Securities and Exchange Commission, they may be obtained without charge from
the SEC's website at http://www.sec.gov.  Holders of WorldCom, Inc. stock may
also obtain each of these documents (when they become available) for free by
directing your request to WorldCom, Inc., c/o Investor Relations Department,
500 Clinton Center Drive, Clinton, Mississippi 39056.  This communication shall
not constitute an offer to sell or the solicitation of an offer to buy, nor
shall there be any sale of securities in any state in which the offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state. No offering of securities shall
be made except by means of a prospectus meeting the requirements of Section
10 of the Securities Act.

WorldCom, Inc. and certain other persons referred to below may be deemed to be
participants in the solicitation of proxies of shareholders to adopt the
proposals which will be set forth in the proxy statement contained in WorldCom
Inc.'s Registration Statement on Form S-4.  The participants in this
solicitation may include the directors and executive officers of WorldCom,
Inc., who may have an interest in the transaction including as a result of
holding shares of common stock and/or options to acquire the same. A detailed
list of the names and interests of WorldCom Inc.'s directors and executive
officers is contained in the Company's proxy statement for its 2000 annual
meeting, which may be obtained without charge at the SEC's Internet Website
at http://www.sec.gov.

             THE FOLLOWING IS A PRESS CALL TRANSCRIPT ISSUED BY
                     WORLDCOM, INC. ON NOVEMBER 1, 2000

<PAGE>


                                          WORLDCOM

                                      November 1, 2000
                                        12:15 p.m. CST



Coordinator              Good afternoon, and thank you for Standing by.  I
                         would like to remind all parties that this call
                         is being recorded at the request of WorldCom.
                         If you should have any objections, you may
                         disconnect at this time.  I would now like to
                         introduce your moderator for this call, Mr. Brad
                         Burns, Vice President of Public Relations for
                         WorldCom.

B. Burns                 Thank you.  And thank you for joining us, everyone.
                         As you know by now, WorldCom today made an
                         announcement that we are realigning our businesses
                         to provide greater focus for shareholders and our
                         business units.  With us here today is Bernie Evers,
                         President and CEO of WorldCom, who will make a few
                         brief comments, then take your questions.  Bernie?

B. Evers                 Thanks, Brad.  As Brad mentioned to you in his
                         opening comments, WorldCom is establishing two
                         separate business operating units today.  One is
                         consumer focused, switch service focused, which will
                         be known as MCI.  In the MCI unit will be the
                         consumer business, the dial-up Internet business, our
                         traditional wholesale business, our paging business,
                         which could be known as Skytel, and alternate
                         channels, which is really prepaid cards and a few
                         odds and ends like that.  The primary objective of
                         forming this piece of the company is to focus the
                         unique characteristics of this business unit on cash,
                         cash generation.

<PAGE>

                         The other part of WorldCom, or the remaining part of
                         WorldCom, which will be known as WorldCom, will
                         focus on data, dedicated Internet, international, our
                         new Generation D initiatives, which is really at
                         this point Web hosting, IP/VPN services, and Web
                         centers; and will also have our business voice in it.

                         Now, the question that obviously comes up is why a
                         tracking stock? First consideration we gave as to
                         why a tracking stock is because it is the quickest
                         to close.  Time to close was an issue that was very
                         important to us, that we get resolution of these
                         business units. The second is that it's seamless to
                         customers.  They will be absolutely transparent to
                         all our customers. The third is that it gives
                         regulatory certainty.  Tracking stocks do not require
                         any regulatory approvals.  And it gives us financial
                         flexibility.  By "financial flexibility," I mean the
                         ability of either company to allocate debt based on
                         the unit's capability of repaying the debt.

                         One of the things that WorldCom has suffered with over
                         the last little while is our perception in the
                         marketplace of not knowing where we're headed, and
                         this restructuring gives us an ability like we haven't
                         had in the recent past of providing clarity,
                         predictability to our shareholders, generating
                         shareholder value, and last but certainly not least,
                         focusing our management around the


                                      -2-

<PAGE>

                         objectives of these two separate business units.

                         Brad, maybe we should take some questions.

B. Burns                 Great.  Operator, we can open it up to questions now.

Coordinator              Thank you.  One moment, please. Our first question
                         comes from Robert Schoenberger of Clarion Ledger.
                         You may ask your question.

R. Schoenberger          Good afternoon.  My question is about Skytel being
                         listed in the tracking company.  At the analyst
                         call this morning, John Sitchmore talked about
                         several different wireless technologies that all
                         seemed to come out of Skytel.  How is that going to
                         reconcile with Skytel being in the secondary
                         company?

B. Evers                 The wireless technologies that John Sitchmore talked
                         about were wireless Internet technologies, and
                         Skytel is by and large a two-way and a one-way mobile
                         paging business.  Because of those characteristics,
                         and because most of the subscribers are individual
                         subscribers, we feel like it fits best into the MCI
                         business unit. It doesn't mean that it couldn't be
                         used by and sold by and will continue to be sold by,
                         on a resale basis, our WorldCom business unit.

R. Schoenberger          Will this mean a transfer of personnel from the
                         Skytel Wireless people to WorldCom?

B. Evers                 Well, I think you asked the question wrong.  What you
                         mean to say is, does it mean the transfer of personnel
                         from WorldCom to MCI, and it does.


                                      -3-

<PAGE>

R. Schoenberger          Thank you.

Coordinator              Richard Waters of Financial Times, you may ask your
                         question.

R. Waters                Yes, hello.  Given that what you've laid out here is
                         a new direction for WorldCom and the separation of
                         these two businesses and a change in direction from
                         what you've done up until this point, what about you
                         personally, Mr. Evers?  Are you the right person to
                         lead this company? Do you have the right qualities and
                         management skills?  And what are we going to see from
                         you in terms of a different sort of side in the
                         future?

B. Evers                 Well, I think that's probably a question that you
                         should ask my board of directors.  I'm sure with
                         the recent performance of the stock, people have a
                         legitimate right to ask whether I have the ability
                         to lead this company.  But I'm sure also that my
                         board of directors, who are largely shareholders,
                         will address that, if they feel like that's
                         appropriate.

R. Waters                What have you heard from them? Have they given
                         you a view on that?

B. Evers                 I beg your pardon?

R. Waters                What have they said to you about how long they
                         want you to lead this company now?

B. Evers                 They haven't told me that they have any time defined
                         when they would like for me to leave.


                                      -4-

<PAGE>

R. Waters                Okay.

B. Evers                 It doesn't take long to make that decision.

Coordinator              Ms. Shawn Young of The Wall Street Journal, you may
                         ask your question.

S. Young                 Hello.  Given that not all that long ago I remember
                         you making some very negative comments about
                         tracking stocks and how they were essentially sleight
                         of hand.  I'd be interested to hear you sort of
                         walk us through the evolution of what turned it into
                         not slight of hand and a good decision.  When did
                         you start considering this seriously?

B. Evers                 I don't remember what comments I made that indicated
                         that I thought a tracking stock was sleight of
                         hand.  Can you refresh my memory?

S. Young                 I don't have them specifically in front of me, but -

B. Evers                 Well, what are you referring to, then?

S. Young                 It may have been a joke that you made -

B. Evers                 Oh.

S. Young                 You've been known to be sarcastic, and perhaps I
                         took you too seriously.  In any case, would you
                         walk us through -

B. Evers                 I'm not going to - if you're asking me a question
                         about something you can't even remember, I'm not going
                         to address that.  I can tell you that certainly from
                         the company's point of view, what process we have

                                      -5-

<PAGE>

                         gone through is a rationalization of the assets that
                         we have.  And those assets have very different
                         characteristics.  Some have potential for fast growth;
                         some have potential for very little growth but have
                         potential for substantial cash flow.

                         And instead of kind of being in no-man's land in the
                         investor world, we thought it was best to give our
                         shareholders an opportunity, maybe different
                         shareholders over a period of time, the opportunity
                         for shareholders who are interested in cash flow and
                         dividends to participate in that part of what the
                         assets in the company are generating; and then
                         those that are looking for growth in revenues and
                         EBIT DA and earnings, and as a result, stock price,
                         for them to participate in that part of the company.
                         When you're in between, you're a piece of both, it
                         makes it very difficult for your shareholders and the
                         analysts who follow you to decide what is your main
                         business.

S. Young                 Okay.  Can you tell us when you started to consider
                         that seriously?

B. Evers                 I don't know.  I don't know what you mean when you
                         say "serious."  I haven't had many days in my life
                         when I haven't been serious.  But it's been for quite
                         some considerable period of time.

S. Young                 Okay, thanks.

Coordinator              David Henry of USA Today, you may ask your question.



                                      -6-

<PAGE>

D. Henry                 Mr. Evers, I wonder if you would talk a minute about
                         your relationship with the market.  I mean, this must
                         have been a sort of humbling experience to go from a
                         time when the market is very enthusiastic about you,
                         that helped put high valuations on your stock,
                         helped you buy MFS with the UU Net, and on to MCI,
                         and now handed you a margin all on taking your stock
                         down and funded competitors like Level 3, dissed your
                         network. Could you talk a little bit about that?

B. Evers                 Well, this is certainly not an enjoyable experience.
                         If you want to call it humbling, it certainly is that.
                         I will never say that there haven't been mistakes made.
                         Some of those mistakes are mine. It's a mistake now
                         to look back and have spent a year trying to get
                         through the Sprint transaction. I'll also say that at
                         the time we entered into the Sprint transaction, we
                         made our best judgment, mine and others, on the
                         chances of it being approved from a regulatory point
                         of view, and believe to this day that it would
                         have been a good thing for the company.  But that
                         ended up a mistake, and I certainly am accountable
                         for that mistake.

                         But I think any human being who sits in this seat
                         would say that it is more fun at a time when things
                         are going well than when we are having a struggle.
                         But I also believe, from the very deep parts of me,
                         that there is potential and opportunity to go back
                         to where we were, and that's the reason we've done
                         what we've done.

                                      -7-

<PAGE>

D. Henry                 To follow up, thinking about what the markets may
                         still have in store for you, I've heard the references
                         to margins being good in data and in IP, and I'm
                         wondering, with all the capacity that the markets have
                         funded among your competitors, whether it's
                         reasonable to assume that those kind of margins will
                         be good and won't go the way of the margins in
                         Consumer Voice.

B. Evers                 Well, as more of the world goes to data traffic, the
                         data business as a whole will get more competitive.
                         I don't think it will be a result of the funding of
                         competitors who are putting in capacity.  We
                         personally believe that there will not be an over-
                         supply of capacity. But I think it's important also to
                         realize that a very small percentage of the cost of
                         doing business in the data and Internet world is
                         putting in capacity.  The fiber itself is a very
                         inexpensive piece, less than 20% of the total
                         cost of putting in a network.  And the other part,
                         the 80%, is in the electronics that light up the fiber
                         that you put in the ground.  That's not a cost that
                         anyone else has an advantage on us over, and is not a
                         cost that people incur before they get traffic and
                         before they get customers that use those networks.

                         So I think people will build capacity to meet the
                         needs of their customers.  And I think that stands
                         WorldCom in good stead in the future, because of the
                         addition of the MCI marketing expertise. Marketing
                         and sales drives the demand for network, and we feel
                         like we'll be able to capture our share of the market
                         in that area.

                                      -8-

<PAGE>

D. Henry                 Thank you.

Coordinator              Nat Moore of Associated Press, you may ask your
                         question.

N. Moore                 Good morning, Bernie, good morning, Brad.  Just
                         wanted to touch base with you regarding what kind of
                         impact you think this will have on your rank and file
                         shareholders, the folks from Brookhaven and Tupelo
                         who trek to the annual meetings.  Do you think they're
                         going to be reacting positively to this?

B. Evers                 Will they be reacting positively to what, Nat?

N. Moore                 To announcing the spinoff as - for the tracking stock
                         for MCI  ?

B. Evers                 Well, I don't think because they live in Jackson or
                         Brookhaven, they're going to be any different than
                         any other investors.  If they think that what this
                         does is cause the stock to increase, and as a result
                         they have a better value proposition in what they own,
                         I think they'll like it.  If we are not successful --
                         we certainly feel comfortable we will be - but if we
                         are not successful, I don't think I'm going to be any
                         better liked than I have been in the last few
                         months.

N. Moore                 Thanks, I appreciate it.

Coordinator              John Van of Chicago Tribune, you may ask your question.

J. Van                   Hello, Bernie.  I'm interested in one thing, in this
                         idea that the revenue from voice long distance has
                         been declining faster than

                                      -9-

<PAGE>

                         expected.  It's been talked about in the industry
                         for years now that the shift was going from voice to
                         data, and that that would mean that the traditionally
                         very lucrative voice margins were going to shrink.
                         What happened that caught you unawares, that you
                         didn't plan for this some years back?  Because it's
                         not like it's been a secret.

B. Evers                 Well, if you're talking about voice going to data, I
                         guess that means you're talking about voice going to
                         voice over Internet protocol?

J. Van                   Well, that's of course coming up in the future,
                         but the idea being -

B. Evers                 Voice doesn't go to data.

J. Van                   No.  What I'm getting at -

B. Evers                 So I don't know what -

J. Van                   -- is the idea that as this new capacity is being
                         built and that more competitors are looking to the
                         capture data market, that the voice becomes a
                         secondary play, and that the margins are going to
                         shrink.

B. Evers                 Well, that's not right.  I don't quite understand the
                         premise of your question, but let me say that the
                         things that have significantly impacted the growth of
                         the voice business have been largely wireless, the
                         transition of people's use, instead of calling cards,
                         credit card calls and so on, over onto wireless, and
                         everybody knows how fast wireless has grown. And I
                         would not agree with your assumption that this is not
                         something we knew was happening; but it certainly has
                         accelerated

                                     -10-

<PAGE>

                         over the last little while because of the success of
                         cellular, but also because of the reduction of
                         access costs, which has lowered the prices that we
                         charge for that service.  That's a pass-through
                         service that gets passed on to customers and
                         businesses.  I don't think it's a real big surprise
                         that our voice services are decreasing at the rate
                         they're decreasing at.

J. Van                   So you weren't surprised.

B. Evers                 I think that's what I said.

J. Van                   I thought originally you said that you had been
                         surprised.  I'm sorry, I misunderstood.  So you've
                         not been surprised at the declining margins in voice.

B. Evers                 Well, I was really talking about revenues more than
                         margins.  The declining margins in voice - the
                         margins in voice have not been declining-on the
                         business side have been declining some, but on the
                         consumer side have not been declining substantially.

J. Van                   So where - I mean, these cellular calls, if they go
                         long distance, they're not going wirelessly long
                         distance; they're going over wires.

B. Evers                 So what are you saying?

J. Van                   Well, that's what I don't get.  You said that the -

B. Evers                 What do you mean, they're going over wires?  They're
                         going wireless to wireless.

J. Van                   Yes.  But if I make a call in Chicago to somebody in
                         New York, it -

                                     -11-

<PAGE>

B. Evers                 Less than 15% of cellular is long distance.

J. Van                   But you're in the long distance business.

B. Evers                 Well, that's right.  But that's what I'm saying, very
                         little of that happens.  So that is in-region stuff,
                         in the State of Michigan or whatever, like that.

J. Van                   Well, that's what I'm getting at. So how does the
                         rise of wireless affect the decline in long-distance
                         voice revenues?

B. Evers                 Well, there is -- that 15% that is going over to
                         wireless on a total market share basis is quite a
                         significant number.  Your question was whether it was
                         a surprise to us.

J. Van                   Yes.

B. Evers                 And I don't think it was a surprise to us.  It was a
                         little steeper incline than maybe what we had
                         projected.

J. Van                   So what can you do about that?

B. Evers                 What can we do about that?  Create a tracking stock.

J. Van                   Okay.  Thank you.

B. Burns                 Thanks, John.

Coordinator              Ms. Anaid Carew of Computer Wire, you may ask your
                         question.

A. Carew                 Hello.  I understood from the earnings call in June
                         earlier this year that you were considering
                         keeping your wholesale business

                                     -12-

<PAGE>

                         with your business side.  What has changed since then
                         to make you put it along with the consumer?

B. Evers                 Well, it's not with the consumer. It's in the same
                         division as the consumer.  It's still a standalone
                         operating business in that business unit.  But I
                         don't know of anything that's changed.  We have always
                         looked at putting in that tracker, if we established
                         one, consumer and wholesale.

A. Carew                 Right.  Okay.  Your comments about how long you spent
                         on this Sprint merger and the fact that that didn't
                         get together in the end, how much of an impact would
                         you say this had in terms of distraction from your
                         core business and making something like this happen?

B. Evers                 Well, when you say "how much," that implies that
                         there's a way to measure it definitively, and I
                         don't know that I can do that.  But I can tell you
                         that when you spend a lot of your efforts in front of
                         regulators, you don't come out with new products
                         that you might otherwise come out with.  There is
                         some diversion of focus.  You spend a lot of time
                         talking about how you merge organizations together and
                         that type of thing.  So I don't know how to quantify
                         that in a number or something like that, but it
                         certainly is a diversion of focus.

A. Carew                 Right.  Okay.  And in terms of - I mean, you seem to
                         be focusing a lot on wireless, and the fact that -

B. Evers                 I'm focusing on wireless?



                                     -13-

<PAGE>

A. Carew                 No, no, no; the last question that was asked, you
                         said that part of the reason for the decline in long
                         distance was the growth in wireless, and I'm just
                         wondering, considering, okay, you thought before you
                         wanted to go into wireless with Sprint, I'm just
                         wondering, could it ever be a possibility or is it a
                         definite no-no, the thought of somehow getting a
                         wireless to go with your consumer business?

B. Evers                 Look, it is a definite no-no for right now.  Would it
                         ever be?  I have no idea what my successor will
                         do.

A. Carew                 Your successor?

B. Evers                 Yes.

A. Carew                 When you say your successor, how do you mean?  I
                         didn't know you were-

B. Evers                 Well, you said forever.  I don't know when in the
                         hell that is.

A. Carew                 Okay.  But do you see - there's not much likelihood,
                         then, in the short term.

B. Evers                 That's what I said.

A. Carew                 Or in the near term?  I mean in terms of UMTS coming
                         up and all of that?

B. Evers                 Give me a break.  Define the difference in your
                         opinion between "near  term" and "short term."

A. Carew                 Okay.  Let's say the next two, three years.

B. Evers                 Well, that's long term to me.


                                     -14-

<PAGE>

A. Carew                 Is it?

B. Evers                 At this point in time, I don't see any reason for
                         us to do something -
                         if you're talking about acquiring a
                         wireless company, I don't see -

A. Carew                 Or acquiring Spectrum or - you know, there are
                         auctions coming up?

B. Evers                 Oh.  I don't see us involved in that in the next -
                         period of time.

A. Carew                 Right.  Okay, thank you very much.

B. Burns                 Thanks.  Operator, we can take one more question,
                         please.

Coordinator              Thank you.  Our final question comes from Elizabeth
                         Douglas of the L.A. Times.

E. Douglas               Good morning.  I just wondered if you could elaborate
                         a little bit on what you think lies ahead for the
                         consumer long distance business.

B. Evers                 Elizabeth, why don't you explain a little bit more
                         about what you're getting at, so I can be more
                         concise.

E. Douglas               Well, both your business and AT&T's  business have
                         incredibly good margins still, margins that many
                         businesses would die for, yet Wall Street doesn't
                         reward you for that too much.  And the trends that
                         you mentioned earlier seem to point to decreasing
                         revenues.  So I'm wondering how you plan to keep
                         those margins up while revenues decline, etc.

B. Evers                 Well, I don't know that we will be able to keep them
                         up as margins decline.  I would think that we

                                     -15-

<PAGE>

                         would have some impact on our margin as we go
                         forward in the consumer business.  But unfortunately,
                         public companies are not judged on the basis of the
                         cash flow they generate.  Sad but true. They're
                         judged primarily on the revenue growth that they
                         generate, and the growth - not actual, but
                         growth - in earnings per share. And that is a
                         segment of the market that does not provide
                         opportunity for MCI to significantly grow revenues,
                         and as a result, we aren't anticipating significantly
                         growing earnings per share.  But cash will be the
                         main driver of that business.

                         Now, there are several factors that have caused that
                         to occur.  Let me just give you a few.  Certainly,
                         the Bell operating company's entrance into the
                         consumer long distance business is a factor. They
                         are powerful competitors.  The regulatory environment
                         is a very, very significant factor.  Over the
                         last couple of years what has happened is in the
                         Department of Justice, when the Bell operating
                         companies wanted to get together so that they could
                         be bigger, so that they could be more successful
                         companies, they were allowed to do it.  Long distance
                         companies have not been able to do that.  And that's
                         a very, very significant factor.

                         At the FCC, we have had several things that have
                         materially impacted our business.  One is the Calls
                         Plan.  The second thing is de-tariffing.  De-tariffing
                         is a very significant issue for someone who tries to
                         generate their growth

                                     -16-

<PAGE>

                         through telemarketing, because now with de-tariffing,
                         we have to have a signed contract for every
                         customer.  The fact that - dealing with slamming
                         complaints.  No one likes slamming.  But the fact of
                         the matter is, mistakes are made periodically in the
                         telemarketing business.  Very seldom are those
                         mistakes intentional.  But the fact of the matter is,
                         they do occur. And the FCC is now shirking its
                         responsibility and handing off to all the states
                         individually to handle slamming complaints.  And
                         that's a very, very significant detractor from our
                         ability to grow our business.

                         There are several others.  The bottom line of it is,
                         the social engineering that has gone on in that
                         environment is destroying the competitive landscape.

E. Douglas               Could I have a follow-up on that?

B. Ever                  Sure.

E. Douglas               I just wonder what you see, then, looking out at the
                         long distance business five or ten years from now,
                         do you see you and MCI and Sprint still being major
                         players, or do you think the Auerbachs, once they're
                         in, basically become the leaders?

B. Evers                 Well, they will certainly become the leaders in the
                         consumer side of the business.  No question about
                         that.

E. Douglas               Thank you.

B. Burns                 Thanks, everybody.  We appreciate you joining us
                         today.  If you have any additional questions, feel
                         free to call 1-800-644-NEWS, and we'd be happy to
                         help you out as well as possible.  Thank you.


                                     -17-



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