<PAGE>
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
August 27, 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 [ ]. (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).
<PAGE>
===============================================================================
(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 230,800
EACH (9) SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH (10) SHARED DISPOSITIVE POWER
230,800
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
230,800
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES ** [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.5%
(14) TYPE OF REPORTING PERSON **
HC, CO
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
==============================================================================
(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 157,800
EACH (9) SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH (10) SHARED DISPOSITIVE POWER
157,800
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
157,800
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES ** [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.7%
(14) TYPE OF REPORTING PERSON **
PN
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
==============================================================================
(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 157,800
EACH (9) SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH (10) SHARED DISPOSITIVE POWER
157,800
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
157,800
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.7%
(14) TYPE OF REPORTING PERSON **
BD, PN
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
==============================================================================
(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 73,000
EACH (9) SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH (10) SHARED DISPOSITIVE POWER
73,000
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,000
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES ** [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.8%
(14) TYPE OF REPORTING PERSON **
OO
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
==============================================================================
(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 230,800
EACH (9) SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH (10) SHARED DISPOSITIVE POWER
230,800
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
230,800
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES ** [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.5%
(14) TYPE OF REPORTING PERSON **
IN
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 1 to the Schedule 13D, originally filed on August 8, 1996,
relates to the 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").
Capitalized terms used herein but not defined herein shall have the meaning
ascribed to them in the initial Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
No change.
ITEM 2. IDENTITY AND BACKGROUND.
No change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The first paragraph of Item 3 is hereby amended and restated as follows:
157,800 of the 230,800 Shares were purchased directly by InvLP, and the
remaining 73,000 of the 230,800 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 $2,407,740, and the amount of funds used for the
purchases of the Shares by IntlLLC was $800,684.
ITEM 4. PURPOSE OF THE TRANSACTION.
No change.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety as follows:
(a) The percentage of Shares reported beneficially owned by each person herein
is based on 9,500,000 Shares outstanding as of June 3, 1996, as stated by the
Company.
As of August 27, 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 230,800 Shares,
comprising the Shares owned directly by InvLP and IntlLLC. DESCO Inc may be
deemed to beneficially own approximately 2.5% of the Shares outstanding.
<PAGE>
(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 157,800 Shares,
comprising the Shares owned directly by InvLP. DESCO LP may be deemed to
beneficially own approximately 1.7% of the Shares outstanding.
(iii) InvLP owns directly 157,800 Shares, constituting approximately 1.7% of the
Shares outstanding.
(iv) IntlLLC owns directly 73,000 Shares, constituting approximately 0.8% 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 230,800 Shares,
comprising the Shares owned directly by InvLP and IntlLLC. David Shaw may be
deemed to beneficially own approximately 2.5% of the outstanding Shares. David
Shaw disclaims beneficial ownership of such 230,800 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 Schedule A, 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
August 27, 1996 until August 27, 1996.
(d) No person other than each respective owner and general partner or member
manager referred to herein is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
No Change.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
No change.
<PAGE>
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 28, 1996
D. E. SHAW & CO., INC.
By: /s/ David E. Shaw
President
D. E. SHAW & CO., L.P.
By: /s/ David E. Shaw
Managing Director
D. E. SHAW INVESTMENTS, L.P.
By: D. E. SHAW & CO., L.P., as
General Partner
By: /s/ David E. Shaw
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
<PAGE>
SCHEDULE A
Pursuant to Item 5(c), following are the transactions in the Shares during the
period from the 60th day prior to August 27, 1996 until August 27, 1996. All
transactions were effected over the counter.
Transaction Date Of Number Of Shares Price Per
Effected By Purchase Bought (Sold) Share
InvLP 960826 (7500) 73.9193
IntlLLC 960826 (3800) 73.9193
InvLP 960827 (130000) 70.8125
IntlLLC 960827 (70000) 70.8125
