<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 1996
REGISTRATION NO. 333-
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MFS COMMUNICATIONS COMPANY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 47-0714388
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
</TABLE>
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11808 MIRACLE HILLS DRIVE
OMAHA, NEBRASKA 68154
(402) 231-3000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
TERRENCE J. FERGUSON, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
MFS COMMUNICATIONS COMPANY, INC.
11808 MIRACLE HILLS DRIVE
OMAHA, NEBRASKA 68154
(402) 231-3000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
----------------
WITH COPIES TO:
<TABLE>
<S> <C>
JOHN S. D'ALIMONTE, ESQ. BRUCE S. MENDELSOHN, P.C.
STEVEN J. GARTNER, ESQ. EDWARD D. SOPHER, ESQ.
WILLKIE FARR & GALLAGHER AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
ONE CITICORP CENTER 1333 NEW HAMPSHIRE AVENUE, N.W.
153 EAST 53RD STREET WASHINGTON, D.C. 20036
NEW YORK, NEW YORK 10022 (202) 887-4000
(212) 821-8000
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-4395
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(A), MAY DETERMINE.
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<PAGE>
(Continued from previous page)
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE AMOUNT TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED(2) SHARE(1) PRICE(1)(2) FEE(1)
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<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share (1)...... 3,450,000 $36.875 $127,218,750 $43,869
Rights to Purchase Series
C Junior Participating
Preferred Stock, par
value $.01 per share.... (3)
</TABLE>
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(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under Securities Act, based on the high and low sales
prices of the Common Stock quoted on the Nasdaq National Market on June
27, 1996.
(2) Includes 450,000 shares which may be sold pursuant to the Underwriters'
over-allotment options.
(3) No separate consideration is payable and, as a result, no additional
filing fee is required.
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement filed by MFS Communications
Company, Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") (File No. 333-4395) pursuant to the Securities Act of 1933, as
amended, is incorporated by reference into this Registration Statement.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
A. Exhibits.
All exhibits filed with or incorporated by reference in Registration
Statement No. 333-4395 are incorporated by reference into, and shall be deemed
part of, this registration statement, except the following which are filed
herewith:
<TABLE>
<C> <S>
5.1 --Opinion of Willkie Farr & Gallagher
23.1 --Consent of Willkie Farr & Gallagher (included in Exhibit 5.1)
23.2 --Consent of Coopers & Lybrand L.L.P.
23.3 --Consent of Arthur Andersen LLP
</TABLE>
B. Financial Statements Schedules.
None.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Omaha, State of Nebraska, on July 1, 1996.
MFS COMMUNICATIONS COMPANY, INC.
/s/ James Q. Crowe
By___________________________________
CHAIRMAN OF THE BOARD
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated:
SIGNATURE TITLE DATE
/s/ James Q. Crowe Chairman of the July 1, 1996
- ------------------------------------- Board and Chief
JAMES Q. CROWE Executive Officer
(Principal
Executive Officer)
/s/ R. Douglas Bradbury Executive Vice July 1, 1996
- ------------------------------------- President, Chief
R. DOUGLAS BRADBURY Financial Officer
(Principal
Financial Officer)
and Director
/s/ Robert J. Ludvik Vice President and July 1, 1996
- ------------------------------------- Controller
ROBERT J. LUDVIK (Principal
Accounting Officer)
II-2
<PAGE>
SIGNATURE TITLE DATE
* Director July 1, 1996
- -------------------------------------
HOWARD GIMBEL*
* Director July 1, 1996
- -------------------------------------
ROYCE J. HOLLAND
* Director July 1, 1996
- -------------------------------------
WILLIAM L. GREWCOCK
* Director July 1, 1996
- -------------------------------------
RICHARD R. JAROS
* Director July 1, 1996
- -------------------------------------
ROBERT E. JULIAN
* Director July 1, 1996
- -------------------------------------
DAVID C. MCCOURT
* Director July 1, 1996
- -------------------------------------
RONALD W. ROSKENS
* Director July 1, 1996
- -------------------------------------
WALTER SCOTT, JR.
* Director July 1, 1996
- -------------------------------------
KENNETH E. STINSON
* Director July 1, 1996
- -------------------------------------
MICHAEL B. YANNEY
* /s/ James Q. Crowe
- -------------------------------------
JAMES Q. CROWE
ATTORNEY-IN-FACT
II-3
<PAGE>
Willkie Farr & Gallagher
153 East 53rd Street
New York, New York 10022
July 1, 1996
MFS Communications Company, Inc.
11808 Miracle Hills Drive
Omaha, Nebraska 68154
Ladies and Gentlemen:
We have acted as counsel to MFS Communications Company, Inc. (the
"Company"), a corporation organized under the laws of the State of Delaware,
in connection with the preparation of a Registration Statement on Form S-3 (as
amended, the "Registration Statement"), relating to the offer and sale of up
to 3,450,000 shares of the common stock of the Company, par value $.01 per
share (the "Common Stock") to be sold by the Company.
We have also acted as counsel to the Company, in connection with the
preparation of a Registration Statement on Form S-3 (333-4395), (as amended,
the "Original Registration Statement"), relating to the offer and sale of up
to 32,200,000 shares of the common stock of the Company, par value $.01 per
share (the "Common Stock") to be sold by the Company.
We have examined copies of the Certificate of Incorporation and By-Laws of
the Company, and the amendments thereto, the Registration Statement, all
resolutions adopted by the Company's Board of Directors and other records and
documents that we have deemed necessary for the purposes of this opinion. We
have also examined such other documents, papers, statutes and authorities as
we have deemed necessary to form a basis for the opinion hereinafter
expressed.
In our examination, we have assumed the genuineness of all signatures and
the conformity to original documents of all copies submitted to us. As to
various questions of fact material to our opinion, we have relied on
statements and certificates of officers and representatives of the Company and
public officials.
Based on the foregoing, we are of the opinion that the Common Stock to be
sold by the Company, when duly sold, issued and paid for in accordance with
the terms of the Prospectus included as part of the Original Registration
Statement and incorporated by reference in the Registration Statement, will be
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us in the Prospectus included
as part of the Original Registration Statement and incorporated by reference
in the Registration Statement.
Very truly yours,
/s/ Willkie Farr & Gallagher
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-3 of MFS Communications Company, Inc. of our report dated February
14, 1996, except for Note 20 as to which date is April 16, 1996, on our audit
of the consolidated financial statements of MFS Communications Company, Inc.
as of December 31, 1995 and 1994, and for the three years in the period ended
December 31, 1995, which report is included in MFS Communications Company,
Inc.'s Annual Report on Form 10-K for the year ended December 31, 1995. We
also consent to the reference of our firm under the caption "Experts."
/s/ Coopers & Lybrand LLP
Coopers & Lybrand L.L.P.
Omaha, Nebraska
July 1, 1996
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated January 31,
1996, on the UUNET Technologies, Inc. consolidated financial statements
included in the registration statement File No. 333-4395 and to all references
to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Washington, D.C.
June 27, 1996
