UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
MFS Communications Company, Inc.
(Name of Issuer)
Common Stock $0.01 Par Value
(Title of Classes of Securities)
55272T101
(CUSIP Number)
Check the following box if a fee is being paid with this
statement: [ ]
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SCHEDULE 13G
CUSIP No. 55272T101 Page 2
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter Kiewit Sons', Inc.
47-0210602
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
N/A
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware corporation
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY N/A
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON -0-
WITH
8 SHARED DISPOSITIVE POWER
N/A
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
[ ]
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
-0-
12 TYPE OF REPORTING PERSON*
HC
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SCHEDULE 13G
CUSIP No. 55272T101 Page 3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kiewit Diversified Group Inc.
47-0705284
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
N/A
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware corporation
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY N/A
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON -0-
WITH
8 SHARED DISPOSITIVE POWER
N/A
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
[ ]
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
-0-
12 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13G STATEMENT
This Schedule 13G and Statement are filed with respect to
certain shares of the Common Stock of MFS Communications Company,
Inc. ("Issuer") which were owned by Kiewit Diversified Group Inc.
("KDG"). KDG is a wholly owned subsidiary of Peter Kiewit Sons',
Inc. ("PKS").
On September 29, 1995, KDG exchanged 2,900,000 shares of MFS
Common Stock for 15,000,000 shares of MFS Series B Convertible
Preferred Stock, $.01 par value ("MFS Preferred Stock"). On
September 30, 1995, KDG distributed all its shares of MFS Common
Stock and MFS Preferred Stock to PKS as a dividend. Next, PKS
purchased 28,986 shares of MFS Common Stock from MFS for $1
million. Finally, on September 30, 1995, PKS distributed all its
(40,062,658) shares of MFS Common Stock and all its (15,000,000)
shares of MFS Preferred Stock to the holders of record on September
30, 1995 of the PKS Class D Diversified Group Convertible
Exchangeable Common Stock, as a dividend, pro rata. At the end of
September 30, 1995, neither PKS nor KDG retained any shares of MFS
Common Stock or MFS Preferred Stock.
ITEM 1.
(a) Name of Issuer: No change.
(b) Address: No change.
ITEM 2.
(a) Name of Person Filing: No change.
(b) Address: No change.
(c) Citizenship: No change.
(d) Title of Class of Securities: No change.
(e) CUSIP Number: No change.
ITEM 3. No change.
ITEM 4. Ownership. Not applicable; see Item 5.
ITEM 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following [ X ]
ITEM 6. Ownership of More than Five Percent on Behalf of Another
Person.
None. However, as a result of the stock dividends declared as of
and paid on September 30, 1995 described above, two individual
stockholders of PKS, Walter Scott, Jr. and Donald L. Sturm, will
each own more than five percent of the outstanding shares of MFS
Common Stock and MFS Preferred Stock.
<PAGE>
ITEM 7. Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on by the Parent Holding
Company. No change.
ITEM 8. Identification and Classification of Members of the
Group. No change.
ITEM 9. Notice of Dissolution of Group. Not applicable.
ITEM 10. Certification. Not applicable.
JOINT FILING AGREEMENT
In lieu of a separate written agreement attached as an exhibit
pursuant to Rule 13d-1(f)(1), by signing below, KDG and PKS hereby
agree that this Schedule 13G and Statement are filed on behalf of
each of them.
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.
October 2, 1995.
/s/ Robert E. Julian
Executive Vice President
Kiewit Diversified Group Inc.
/s/ Robert E. Julian
Executive Vice President
Peter Kiewit Sons', Inc.
