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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as
permitted by
[ ] Definitive Proxy Statement Rule 14a-6(e)(2))
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
MFS COMMUNICATIONS COMPANY, INC.
(Name of registrant as specified in its charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[X] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[X] Fee paid previously with preliminary materials.
[X] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid: $2,002,360.00
(2) Form, Schedule or Registration Statement No.: Schedule 14A
(3) Filing Party: WorldCom, Inc.
(4) Date Filed: September 24, 1996
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SUPPLEMENT DATED DECEMBER 6, 1996
TO
JOINT PROXY STATEMENT/PROSPECTUS DATED NOVEMBER 14, 1996
For Certain Canadian Residents Only
This Supplement is furnished to holders of capital stock of
MFS Communications Company, Inc., a Delaware corporation ("MFS"), who are
residents of certain Canadian provinces. Capitalized terms used herein have the
meanings assigned to them in the Joint Proxy Statement/Prospectus dated
November 14, 1996 of MFS and WorldCom, Inc., a Georgia corporation
("WorldCom"). Such holders should be aware that under the laws of certain
Canadian provinces, shares of capital stock of WorldCom acquired in the Merger
by residents of any of such provinces may, except in limited circumstances, be
resold outside such province, which would include a U.S. national securities
exchange or the Nasdaq National Market. WorldCom Common Stock is, and the
WorldCom Depositary Shares are expected to be, listed on the Nasdaq National
Market (assuming, in the case of the WorldCom Depositary Shares, there are a
sufficient number of holders and available market makers to meet applicable
requirements). However, it is not expected that the WorldCom Series B Preferred
Stock will be listed on the Nasdaq National Market or any such U.S. national
securities exchange. A new proxy card (and postage prepaid envelope) is
enclosed for your convenience.
