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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 1, 1999
SKYTEL COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-17316 64-0518209
(State or Other (Commission File (IRS Employer
Jurisdiction of Number) (Identification Number)
Incorporation)
200 South Lamar Street, SkyTel Centre
Jackson, Mississippi 39201
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (601) 944-1300
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On October 1, 1999 MCI WORLDCOM, Inc., a Georgia corporation ("MCI
WorldCom"), acquired SkyTel Communications, Inc., a Delaware corporation
("SkyTel"), pursuant to the merger (the "SkyTel Merger") of SkyTel with and
into Empire Merger Inc. ("Acquisition Subsidiary"), a wholly owned
subsidiary of MCI WorldCom. Upon consummation of the SkyTel Merger,
Acquisition Subsidiary was renamed SkyTel Communications, Inc. which became
a wholly owned subsidiary of MCI WorldCom. The SkyTel Merger was effected
pursuant to an Agreement and Plan of Merger dated as of May 28, 1999 by and
among MCI WorldCom, SkyTel and Acquisition Subsidiary (the "SkyTel Merger
Agreement").
As a result of the SkyTel Merger, each share of SkyTel common stock was
converted into the right to receive 0.2566 shares of MCI WorldCom common
stock. Holders of SkyTel's $2.25 Cumulative Convertible Exchangeable
Preferred Stock (the "SkyTel Preferred Stock") are entitled to receive one
share of MCI WorldCom Series C $2.25 Cumulative Convertible Exchangeable
Preferred Stock. The MCI WorldCom preferred stock will be convertible into
MCI WorldCom common stock on a basis that gives effect to the exchange
ratio in the SkyTel Merger and otherwise has the same terms as SkyTel's
Preferred Stock.
Upon effectiveness of the SkyTel Merger, the then outstanding and
unexercised options and warrants exercisable for shares of SkyTel common
stock were converted into options and warrants, respectively, exercisable
for shares of MCI WorldCom common stock having the same terms and
conditions as the SkyTel options and warrants, except that the exercise
price and the number of shares issuable upon exercise were divided and
multiplied, respectively, by 0.2566.
The basic terms of the SkyTel Merger, and the relationships between MCI
WorldCom and SkyTel were described in the proxy statement/prospectus dated
August 26, 1999 filed in connection with MCI WorldCom's Registration
Statement on Form S-4 (Registration No. 333-85919), which is incorporated
by reference herein. The terms of the SkyTel Merger were determined in
accordance with the SkyTel Merger Agreement and were established through
arm's length negotiations between MCI WorldCom and SkyTel.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
See Item 1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
See Exhibit Index
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: October 7, 1999
SKYTEL COMMUNICATIONS, INC.
By: /s/ CHARLES T. CANNADA
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Charles T. Cannada
Assistant Secretary
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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<S> <C>
2.1 Agreement and Plan of Merger by and among MCI WorldCom,
Empire Merger Inc. and SkyTel dated as of May 28, 1999
(filed as Annex A to the Proxy Statement/Prospectus dated
August 26, 1999 included in MCI WorldCom's Registration
Statement on Form S-4, Registration No. 333-85919 and
incorporated herein by reference.)*
99.1 Press Release dated October 1, 1999
99.2 Proxy Statement/Prospectus dated August 26, 1999 filed in
connection with MCI WorldCom's Registration Statement on
Form S-4 (No. 333-85919) and incorporated herein by reference.
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* The registrant hereby undertakes to furnish supplementally a copy of any
omitted schedule to this Agreement to the Securities and Exchange Commission
upon request.
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EXHIBIT 99.1
MCI WORLDCOM/SKYTEL MERGER COMPLETED
JACKSON, Miss., October 1, 1999 - MCI WORLDCOM, Inc. (NASDAQ:WCOM) today
announced that its merger with SkyTel Communications, Inc. has been completed,
effective today at 12:01 a.m. eastern daylight time.
As a result of the merger, each share of SkyTel common stock was converted into
the right to receive 0.2566 of a share of MCI WorldCom common stock. Holders of
SkyTel's $2.25 Cumulative Convertible Exchangeable Preferred stock will be
entitled to receive one share of MCI WorldCom Series C $2.25 Cumulative
Convertible Exchangeable Preferred Stock for each share of SkyTel preferred
stock that they own. The MCI WorldCom preferred stock will be convertible into
MCI WorldCom common stock on a basis that gives effect to the exchange ratio in
the merger and will otherwise have the same terms as SkyTel's preferred stock.
"In SkyTel, we are gaining a well-run, profitable industry leader that will be
an important building block in MCI WorldCom's emerging wireless strategy," said
Bernard J. Ebbers, president and chief executive officer of MCI WorldCom. "With
its talented team of employees, SkyTel will enable MCI WorldCom to even better
capitalize on the growing demand for wireless data services."
MCI WorldCom is a global leader in communications services with 1998 revenues
of more than $30 billion and established operations in more than 65 countries
encompassing the Americas, Europe and the Asia-Pacific regions. MCI WorldCom is
a premier provider of facilities-based and fully integrated local, long
distance, international and Internet services. MCI WorldCom's global networks,
including its state-of-the-art pan-European network and transoceanic cable
systems, provide end-to-end high-capacity connectivity to more than 40,000
buildings worldwide. MCI WorldCom is traded on NASDAQ under WCOM. For more
information on MCI WorldCom, visit the World Wide Web at http://www.wcom.com.
