<PAGE> 1
================================================================================
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): January 20, 1997
MFS COMMUNICATIONS COMPANY, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 33-72594 47-0714388
(State or Other (formerly 0-21594) (I.R.S. Employer
Jurisdiction of (Commission File Identification Number)
Incorporation) Number)
11808 Miracle Hills Drive
Omaha, Nebraska 68154
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (402) 231-3000
================================================================================
<PAGE> 2
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On December 31, 1996, WorldCom, Inc., a Georgia corporation ("WorldCom"),
acquired MFS Communications Company, Inc., a Delaware corporation ("MFS"),
pursuant to the merger (the "Merger") of HIJ Corp., a wholly owned subsidiary
of WorldCom, with and into MFS. Upon consummation of the Merger, MFS became a
wholly owned subsidiary of WorldCom. The Merger was effected pursuant to an
Amended and Restated Agreement and Plan of Merger dated as of August 25, 1996
by and among WorldCom, MFS and HIJ Corp.
On January 20, 1997, MFS engaged Arthur Andersen LLP ("Arthur Andersen") to
perform the audit of the books and accounts of MFS and its subsidiaries for the
fiscal year ended December 31, 1996. Prior to the Merger, Arthur Andersen was
the certifying accountant of WorldCom, which, for accounting purposes, was the
surviving corporation in the Merger. Coopers & Lybrand L.L.P. ("Coopers &
Lybrand") was dismissed pursuant to resolutions of the Board of Directors as of
January 20, 1997. Coopers & Lybrand's reports on the financial statements of
MFS for the fiscal years ended December 31, 1995 and 1994, did not contain an
adverse opinion or a disclaimer of opinion, nor were they qualified or modified
as to uncertainty, audit scope, or accounting principles.
To the knowledge of management, during the fiscal years December 31, 1995 and
1994, and the subsequent period through the date of dismissal, there were no
disagreements with Coopers & Lybrand on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure
which, if such agreement was not resolved to the satisfaction of Coopers &
Lybrand, would have caused it to make a reference to the subject matter of such
disagreements in connection with the report on the financial statements.
ITEM 7 (C) EXHIBITS.
See Exhibit Index
2
<PAGE> 3
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.
MFS COMMUNICATIONS COMPANY, INC.
By: /s/ Robert J. Ludvik
-------------------------------------
Robert J. Ludvik
Vice President and Controller
January 24, 1997
3
<PAGE> 4
EXHIBIT INDEX
Exhibit 16.1 Letter re change in certifying accountant
<PAGE> 1
EXHIBIT 16.1
January 22, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by MFS Communications Company, Inc. (copy
attached), which we understand will be filed with the Commission, pursuant to
Item 4 of Form 8-K, as part of the Company's Form 8-K report dated January 20,
1997. We agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
COOPERS & LYBRAND L.L.P.
Attachment
