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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): December 31, 1996
MFS COMMUNICATIONS COMPANY, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 33-72594 (formerly 47-0714388
(State or Other 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
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
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.
As a result of the Merger, each share of MFS common stock was converted into
the right to receive 2.1 shares of WorldCom common stock or approximately
411,000,000 WorldCom common shares. Each share of MFS' Series A 8% Cumulative
Convertible Preferred Stock was converted into the right to receive one share
of Series A 8% Cumulative Convertible Preferred Stock of WorldCom or 94,922
WorldCom Series A preferred shares. Each share of MFS' Series B Convertible
Preferred Stock was converted into the right to receive one share of Series B
Convertible Preferred Stock of WorldCom or approximately 12,700,000 WorldCom
Series B preferred shares. In addition, each depositary share representing
1/100th of a share of MFS Series A Preferred Stock was exchanged for a
depositary share representing 1/100th of a share of WorldCom Series A Preferred
Stock.
Upon effectiveness of the Merger, the then outstanding and unexercised options
and warrants exercisable for shares of MFS common stock were converted into
options and warrants, respectively, exercisable for shares of WorldCom common
stock having the same terms and conditions as the MFS options and warrants,
except that (i) the exercise price and the number of shares issuable upon
exercise were divided and multiplied, respectively, by 2.1 and (ii) the holders
of each then outstanding and unexercised MFS option which was an
"outperformance option" under the MFS 1993 Stock Plan instead received the
value of such option in accordance with the terms of such plan.
The basic terms of the Merger, and the relationships between WorldCom and MFS
and their respective directors and executive officers, were described in the
Joint Proxy Statement/Prospectus dated November 14, 1996 filed in connection
with WorldCom's Registration Statement on Form S-4 (Registration No.
333-16015), which is incorporated by reference herein. The terms of the
Merger were determined in accordance with the Merger Agreement and were
established through arm's length negotiations between WorldCom and MFS.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
See Item 1.
ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS.
(b) Pro forma financial information
The pro forma financial information required by this item was
previously reported in and is incorporated by reference to
item 7(b) of WorldCom's Current Report on Form 8- K/A dated
August 25, 1996 (filed November 20, 1996) (File No. 0-11258)
(c) Exhibits
See Exhibit Index
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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
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Robert J. Ludvik
Vice President and Controller
January 15, 1997
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EXHIBIT INDEX
Exhibit No. Description
2.1 Amended and Restated Agreement and Plan of Merger by and among
WorldCom, HIJ Corp. and MFS dated as of August 25, 1996 (filed
as Appendix I to the Joint Proxy Statement/Prospectus dated
November 14, 1996 included in WorldCom's Registration
Statement on Form S-4, Registration No. 333-16015, and
incorporated herein by this reference)*
99.1 Press Release dated December 31, 1996
99.2 Joint Proxy Statement/Prospectus dated November 14, 1996 filed
in connection with MFS' Schedule 14A (File No. 0-21594) and
incorporated herein by reference.
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* The registrant hereby undertakes to furnish supplementally a copy of
any omitted schedules to the Agreement to the Securities and Exchange
Commission upon request.
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EXHIBIT 99.1
Contact: Beverly Buckley
Director, Investor Relations
(601) 360-8600
WORLDCOM/MFS MERGER COMPLETED
JACKSON, Mississippi (December 31, 1996) -- WorldCom, Inc. (WorldCom) today
announced the merger between WorldCom and MFS Communications Company, Inc.
(MFS) has been completed and will be effective today at 11:58 p.m. eastern
standard time.
As a result of the merger, each share of MFS common stock will be
converted into the right to receive 2.1 shares of WorldCom common stock. Each
share of MFS' Series A 8% Cumulative Convertible Preferred Stock will be
converted into the right to receive one share of Series A 8% Cumulative
Convertible Preferred Stock of WorldCom. Each share of MFS' Series B
Convertible Preferred Stock will be converted into the right to receive one
share of Series B Convertible Preferred Stock of WorldCom. In addition, each
depositary share representing 1/100th of a share of MFS Series A Preferred
Stock will be exchanged for a depositary share representing 1/100th of a share
of WorldCom Series A Preferred Stock.
Upon effectiveness of the merger, the Board of Directors of WorldCom will
consist of the following individuals: Carl J. Aycock, Max E. Bobbitt, R.
Douglas Bradbury, James Q. Crowe, Bernard J. Ebbers, Francesco Galesi, Richard
R. Jaros, Stiles A. Kellett, Jr., David C. McCourt, John A. Porter, Walter
Scott, Jr., John W. Sidgmore, Scott D. Sullivan, Michael B. Yanney and, in lieu
of Clyda Stokes Rent, who was unable to serve, Lawrence C. Tucker.
According to Bernard J. Ebbers, president and chief executive officer of
WorldCom, the combined company will do business under the name WorldCom.
Ebbers stated, "This business combination has created one of the world's
premier business communications companies, blending a full range of local, long
distance, international and Internet-based services. As a result of the
merger, we have an exciting opportunity to increase revenue and customer
retention by offering this unique combination of services through a combined
sales force of nearly 3,000 professionals. In addition, we expect to achieve
significant cost savings from reduced line and access costs, as well as the
elimination of duplicate capital spending programs."
WorldCom is a leading provider of integrated long distance and local
telecommunications services, offering domestic and international voice, data,
Internet and video products and services to business customers, other carriers
and the residential market. The company operates a nationwide digital fiber
optic network in the United States and has worldwide network capacity. Its
World Wide Web address is: http://www.wcom.com. The common and depositary
shares of WorldCom trade on the Nasdaq National Market under the symbols WCOM
and WCOMP, respectively.
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