SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
MFS COMMUNICATIONS COMPANY, INC.
(Name of Issuer)
Depositary Shares Each Representing a One-Hundredth Interest in a
Share of Series A 8% Cumulative Convertible Preferred Stock (Dividend
Enhanced Convertible Stock--DECS) (Par Value $.01 Per Share)
(Title of Class of Securities)
55272T 20 0
(CUSIP Number)
Rochelle Elias
Compliance Director
D. E. Shaw & Co., L.P.
120 West 45th Street
39th Floor
New York, New York 10036
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 26, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4),
check the following box. [ ]
Check the following box if a fee is being paid with this statement
[x]. (A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1; and (2)
has filed no amendment subsequent thereto reporting beneficial
ownership of less than five percent of such class. See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities and Exchange Act
of 1934 ("Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
_________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
D. E. Shaw & Co., Inc.
13-3839469
___________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
___________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________
(4) SOURCE OF FUNDS
AF
___________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) [ ]
___________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
___________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
SHARES -0-
___________________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 507,100
___________________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
REPORTING -0-
___________________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
507,100
___________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
507,100
__________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
___________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.3%
___________________________________________________________________
(14) TYPE OF REPORTING PERSON **
HC, CO
___________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
___________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
D. E. Shaw & Co., L.P.
13-3695715
___________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
___________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________
(4) SOURCE OF FUNDS
AF
___________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) [ ]
___________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
___________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
SHARES -0-
___________________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 331,800
___________________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
REPORTING -0-
___________________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
331,800
___________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
331,800
___________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
___________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
3.5%
___________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
___________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
___________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
D. E. Shaw Investments, L.P.
13-3470777
___________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
___________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________
(4) SOURCE OF FUNDS
WC
___________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) [ ]
___________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
___________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
SHARES -0-
___________________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 331,800
___________________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
REPORTING -0-
___________________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
331,800
___________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
331,800
__________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
___________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
3.5%
___________________________________________________________________
(14) TYPE OF REPORTING PERSON **
BD, PN
___________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
___________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
D. E. Shaw & Co. International, L.L.C.
13-3799946
___________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
___________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________
(4) SOURCE OF FUNDS
WC
___________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) [ ]
___________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
___________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
SHARES -0-
___________________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 175,300
___________________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
REPORTING -0-
___________________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
175,300
___________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
175,300
___________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
___________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
1.8%
___________________________________________________________________
(14) TYPE OF REPORTING PERSON **
OO
___________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
___________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
David E. Shaw
___________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
___________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________
(4) SOURCE OF FUNDS
AF
___________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) [ ]
___________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
___________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
SHARES -0-
___________________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 507,100
___________________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
REPORTING -0-
___________________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
507,100
___________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
507,100
___________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
___________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.3%
___________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
___________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to Depositary Shares (the "Shares") Each Representing
a One-Hundredth Interest in a Share of Series A 8% Cumulative Convertible
Preferred Stock (Dividend Enhanced Convertible Stock--DECS) (Par Value $.01 Per
Share) of MFS Communications Company, Inc. (the "Company").
The principal executive offices of the Company are located at 3555 Farnam
Street, 2nd Floor, Omaha, Nebraska 68131.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule is filed on behalf of (i) D. E. Shaw & Co., Inc., ("DESCO
Inc"), a Delaware corporation; (ii) D. E. Shaw & Co., L.P. ("DESCO LP"), a
Delaware limited partnership; (iii) D. E. Shaw Investments, L.P. ("InvLP"), a
Delaware limited partnership; (iv) D. E. Shaw & Co. International, L.L.C.
("IntlLLC"), a Delaware limited liability company; and (v) Mr. David E. Shaw
("David Shaw").
David Shaw is the President and sole shareholder of DESCO Inc. David Shaw
and Mr. Derrick Cephas are the sole directors of DESCO Inc. Mr. Richard Allen
is the Secretary of DESCO Inc.
The General Partner of DESCO LP is DESCO Inc.
The General Partner of InvLP is DESCO LP.
DESCO Inc is Member Manager and David Shaw is Member of IntlLLC.
The reporting entities and individual (collectively, the "Reporting Persons")
are making a joint filing pursuant to Rule 13d-1(f) because, by reason of the
relationship as described herein, they may be deemed to be a "group" within the
meaning of Section 13(d)(3) with respect to acquiring, holding and disposing of
Shares.
By virtue of David Shaw's positions, described above, as Member of IntlLLC as
well as President and sole shareholder of DESCO Inc, itself Member Manager of
IntlLLC and the General Partner of DESCO LP, which, in turn, is the General
Partner of InvLP, David Shaw may be deemed to have the shared power to vote or
direct the vote of, and the shared power to dispose or direct the disposition
of, the 507,100 Shares beneficially owned by DESCO Inc, constituting 5.3% of the
outstanding Shares and, therefore, David Shaw may be deemed to be the beneficial
owner of such Shares. David Shaw disclaims beneficial ownership of such 507,100
Shares.
(b) The address of the principal place of business and principal office of each
person referred to in paragraph (a) is 120 West 45th Street, 39th Floor, New
York, New York 10036.
(c) The principal business of DESCO Inc is that of Member Manager of IntlLLC
and General Partner of DESCO LP.
The principal business of DESCO LP is that of General Partner of InvLP and of
affiliated partnerships.
The principal business of InvLP is that of a registered broker/dealer,
engaged in the purchase and sale of securities for investment for its own
account.
The principal business of IntlLLC is that of investment manager with respect
to funds it manages.
The principal occupation of David Shaw is as President and a director of
DESCO Inc. and Member of IntlLLC.
The principal occupation of Mr. Derrick Cephas is as Partner at the firm of
Cadwalader, Wickersham & Taft.
The principal occupation of Mr. Richard Allen is as Secretary of DESCO Inc.
(d) None of the persons referred to in paragraph (a) above has, during the last
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the persons referred to in paragraph (a) above has, during the last
five years, been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or state securities laws
or finding any violation with respect to such laws.
(f) Each individual referred to in paragraph (a) above is a citizen of the
United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
331,800 of the 507,100 Shares were purchased directly by InvLP, and the
remaining 175,300 of the 507,100 Shares were purchased directly by IntlLLC. The
amount of funds (excluding commissions and/or fees) used for the purchases of
the Shares by InvLP was $12,327,930, and the amount of funds used for the
purchases of the Shares by IntlLLC was $8,367,617.50.
The Shares purchased by InvLP were purchased with its investment capital (the
capital contributed by its partners). Margin credit may have been extended by
Bear, Stearns Securities Corp., which extends margin credit as and when required
to open or carry positions in its margin accounts, subject to applicable federal
margin regulations, stock exchange rules and such firm's credit policies with
respect to InvLP. The positions held in the margin accounts, including the
Shares, are pledged as collateral security for the repayment of debit balances
in the respective accounts.
The Shares purchased by IntlLLC were purchased with the capital of the funds
for which it serves as investment manager. Margin credit may have been extended
by Bear, Stearns International, Ltd., which extends margin credit as and when
required to open or carry positions in its margin accounts, subject to
applicable federal margin regulations, stock exchange rules and such firm's
credit policies with respect to IntlLLC. The positions held in the margin
accounts, including the Shares, are pledged as collateral security for the
repayment of debit balances in the respective accounts.
ITEM 4. PURPOSE OF THE TRANSACTION.
The Reporting Persons have acquired the Shares for investment purposes and
in their ordinary course of business. In the ordinary course of their business,
the Reporting Persons may acquire further Shares from time to time and may
dispose of any or all of the Shares held by them at any time.
Other than as set forth above, none of the Reporting Persons has any plans
or proposals which relate to, or could result in, any of the matters referred to
in paragraphs (b) through (j), inclusive, of Item 4 of Schedule 13D. The
Reporting Persons may, at any time and from time to time, review or reconsider
their position with respect to any of such matters, but have no present
intention of doing so.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The percentage of Shares reported beneficially owned by each person herein
is based on 9,500,000 Shares outstanding as of February 26, 1996, as stated by
the Company.
As of February 26, 1996:
(i) DESCO Inc owns directly no Shares. By reason of the provisions of Rule
13d-3 of the Act, DESCO Inc may be deemed to own beneficially 507,100 Shares,
comprising the Shares owned directly by InvLP and IntlLLC. DESCO Inc may be
deemed to beneficially own approximately 5.3% of the Shares outstanding.
(ii) DESCO LP owns directly no Shares. By reason of the provisions of Rule
13d-3 of the Act, DESCO LP may be deemed to own beneficially 331,800 Shares,
comprising the Shares owned directly by InvLP. DESCO LP may be deemed to
beneficially own approximately 3.5% of the Shares outstanding.
(iii) InvLP owns directly 331,800 Shares, constituting approximately 3.5% of
the Shares outstanding.
(iv) IntlLLC owns directly 175,100 Shares, constituting approximately 1.8% of
the Shares outstanding.
(v) David Shaw owns directly no Shares. By reason of the provisions of Rule
13d-3 of the Act, David Shaw may be deemed to own beneficially 507,100 Shares,
comprising the Shares owned directly by InvLP and IntlLLC. David Shaw may be
deemed to beneficially own approximately 5.3% of the outstanding Shares. David
Shaw disclaims beneficial ownership of such 507,100 Shares.
(b) With respect to the number of shares beneficially owned by each Reporting
Person, each Reporting Person shares voting and dispositive power with the other
Reporting Persons, except that InvLP and DESCO LP do not share voting or
dispositive power with IntlLLC and vice versa.
(c) Except for the transactions listed in Exhibit 3, attached hereto, there
have been no transactions with respect to the class of securities reported on by
the persons named in paragraph (a) during the period from the 60th day prior to
February 26, 1996 until February 26, 1996.
(d) Each limited and general partner of InvLP and DESCO LP has, and the Member
Manager and Member of IntlLLC each have, the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Shares. No such partner or Member has any right with respect to more than five
percent of the outstanding Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 or between such persons and any
person specifically with respect to any securities of the issuer. There are
certain agreements, which reflect the general relationship among the persons
named in Item 2, which, among other things, may govern generally the division of
profits or loss among the persons named in Item 2. These agreements include
limited partnership agreements of DESCO LP and InvLP and an investment
management agreement of IntlLLC.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
There are filed herewith as Exhibits: (99.1) a written agreement relating
to the filing of joint acquisition statements, as required by Rule 13d-1(f)(1)
of the Securities and Exchange Act of 1934, and (99.2) a description of
transactions in the Shares, as a supplement to the response provided in Item
5(c).
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
August 7, 1996
D. E. SHAW & CO., INC.
By: /s/ David E. Shaw
President
D. E. SHAW & CO., L.P.
By: /s/ Stuart Steckler
Managing Director
D. E. SHAW INVESTMENTS, L.P.
By: D. E. SHAW & CO., L.P., as
General Partner
By: /s/ Stuart Steckler
Managing Director
D. E. SHAW & CO. INTERNATIONAL, L.L.C.
By: D. E. SHAW & CO., INC., as
member manager
By: /s/ David E. Shaw
President
DAVID E. SHAW
/s/ David E. Shaw
EXHIBIT 99.1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(f)1
The undersigned acknowledge and agree that the foregoing statement on Schedule
13D is filed on behalf of each of the undersigned and that all amendments to
this statement on Schedule 13D shall be filed on behalf of each of the
undersigned without the necessity of filing additional joint acquisition
statements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the
information concerning him or it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the other
persons, except to the extent that he or it knows or has reason to believe that
such information is inaccurate.
D. E. SHAW & CO., INC.
By: /s/ David E. Shaw
President
D. E. SHAW & CO., L.P.
By: /s/ Stuart Steckler
Managing Director
D. E. SHAW INVESTMENTS, L.P.
By: D. E. SHAW & CO., L.P., as
General Partner
By: /s/ Stuart Steckler
Managing Director
D. E. SHAW & CO. INTERNATIONAL, L.L.C.
By: D. E. SHAW & CO., INC., as
member manager
By: /s/ David E. Shaw
President
DAVID E. SHAW
/s/ David E. Shaw
EXHIBIT 99.2
Transactions in the Shares during the period from the 60th day prior to February
26, 1996 until February 26, 1996. All transactions were effected over the
counter.
<TABLE>
<CAPTION>
Transaction Date Of Number Of Shares Price Per
Effected By Purchase Bought (Sold) Share
<S> <C> <C> <C>
InvLP 960129 25000 50.3000
IntlLLC 960130 25000 50.6875
InvLP 960130 25000 50.6875
InvLP 960131 10000 53.3750
InvLP 960201 25000 55.6250
InvLP 960202 (50000) 57.6250
InvLP 960202 (25000) 58.5900
InvLP 960220 25000 52.0625
IntlLLC 960222 15000 53.3500
InvLP 960222 25000 52.4000
InvLP 960222 35000 53.3500
InvLP 960226 30000 54.0000
IntlLLC 960226 12000 54.0000
</TABLE>
