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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): January 29, 1998
Brooks Fiber Properties, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-28036 43-1656187
(State or Other (Commission File (IRS Employer
Jurisdiction of Number) (Identification Number)
Incorporation)
425 Woods Mill Road South
Suite 300
Town & Country, Missouri 63017
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (314) 878-1616
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On January 29, 1998, WorldCom, Inc., a Georgia corporation ("WorldCom")
acquired Brooks Fiber Properties, Inc., a Delaware corporation ("BFP"),
pursuant to the merger (the "Merger") of BV Acquisition, Inc.
("Acquisition Subsidiary"), a wholly owned subsidiary of WorldCom, with
and into BFP. Upon consummation of the Merger, BFP 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 October
1, 1997 by and among WorldCom, BFP and Acquisition Subsidiary.
As a result of the BFP Merger, each share of BFP common stock was
converted into the right to receive 1.85 shares of WorldCom common
stock or approximately 72.6 million WorldCom common shares in the
aggregate.
Upon effectiveness of the Merger, the then outstanding and unexercised
options and warrants exercisable for shares of BFP common stock were
converted into options and warrants, respectively, exercisable for
shares of WorldCom common stock having the same terms and conditions as
the BFP options and warrants, except that the exercise price and the
number of shares issuable upon exercise were divided and multiplied,
respectively, by 1.85.
The basic terms of the Merger, and the relationships between WorldCom
and BFP and their respective directors and executive officers, were
described in the Proxy Statement/Prospectus dated December 24, 1997
filed in connection with WorldCom's Registration Statement on Form S-4
(Registration No. 333-43253), 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 BFP.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
See Item 1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(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.
BROOKS FIBER PROPERTIES, INC.
By: /s/ Scott D. Sullivan
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Scott D. Sullivan
Secretary, Treasurer and
Chief Financial Officer
Dated: February 12, 1998
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
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<S> <C>
2.1 Amended and Restated Agreement and Plan of
Merger by and among WorldCom, BV
Acquisition, Inc. and BFP dated as of
October 1, 1997 (filed as Exhibit 2.1 to
WorldCom's Registration Statement on Form
S-4, Registration No. 333-43253, and
incorporated herein by this reference)*
99.1 Press Release dated January 29, 1998
99.2 Press release dated January 30, 1998
99.3 Proxy Statement/Prospectus dated December 24, 1997
filed in connection with WorldCom's Registration
Statement on Form S-4, (No. 333-43253), and
incorporated herein by reference.
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* The registrant hereby undertakes to furnish supplementally a copy of
any omitted schedule to this Agreement to the Securities and Exchange
Commission upon request.
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[WORLD COM LOGO] News Release
Contacts: Media: WorldCom Investors: WorldCom
Terri Howell Gary Brandt
402-231-3450 601-360-8544
Brooks Fiber Brooks Fiber
Paula Fassi Waymon Tipton
800-799-8914 ext.539 800-799-8914 ext. 313
FOR IMMEDIATE RELEASE
STOCKHOLDERS APPROVE WORLDCOM/BROOKS FIBER MERGER
JACKSON, Miss., January 29, 1998 - WorldCom, Inc. (WCOM) today announced that at
a special meeting of stockholders of Brooks Fiber Properties, Inc. (BFPT) held
in St. Louis, Missouri, stockholders of Brooks Fiber approved the proposed
merger between the two companies. Under the terms of the merger agreement, each
share of Brooks Fiber common stock will be converted into the right to receive
1.85 shares of WorldCom, Inc. common stock, and will be accounted for as a
pooling of interests transaction. The merger is expected to be effective today
at 11:59 p.m.
Brooks Fiber Properties, Inc., headquartered in St. Louis, Missouri, is a
leading full service provider of competitive local telecommunications services
in cities across the United States. With networks operational or under
construction in 44 U.S. cities, the company provides its customers with advanced
and reliable high-capacity voice, video, data and other enhanced
telecommunications services.
WorldCom is a global telecommunications company. Operating in more than 50
countries, the company is a premier provider of facilities-based and fully
integrated local, long distance, international and Internet services. WorldCom's
subsidiary, UUNET Technologies, Inc., is an international provider of Internet
services with over 1,000 Points of Presence (POPs) throughout the United States
and in Canada, Europe and the Asia-Pacific region. WorldCom's World Wide Web
address is http://www.wcom.com. The common and depositary shares of WorldCom
trade on the Nasdaq National Market (U.S.) under the symbol WCOM and WCOMP,
respectively. On November 10, 1997, WorldCom announced a definitive merger
agreement with MCI Communications Corporation to form a new company called MCI
WorldCom. The company expects the merger to close in mid-1998.
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[WORLD COM LOGO] News Release
Contacts: Media: WorldCom Investors: WorldCom
Terri Howell Gary Brandt
601-360-8750 601-360-8544
Brooks Fiber Brooks Fiber
Paula Fassi Waymon Tipton
800-799-8914 ext. 539 800-799-8914 ext. 313
FOR IMMEDIATE RELEASE
WORLDCOM/BROOKS FIBER MERGER COMPLETED
JACKSON, Miss., January 30, 1998 - WorldCom, Inc. (WCOM) today announced the
merger between WorldCom and Brooks Fiber Properties, Inc. (BFPT) has been
completed and was effective Thursday, January 29 at 11:59 p.m. eastern standard
time.
As a result of the merger, each share of Brooks Fiber common stock was converted
into the right to receive 1.85 shares of WorldCom common stock.
WorldCom is a global telecommunications company. Operating in more than 50
countries, the company is a premier provider of facilities-based and fully
integrated local, long distance, international and Internet services. WorldCom's
subsidiary, UUNET Technologies, Inc., is an international provider of Internet
services with over 1,000 Points of Presence (POPs) throughout the United States
and in Canada, Europe and the Asia-Pacific region. WorldCom's World Wide Web
address is http://www.wcom.com. The common and depositary shares of WorldCom
trade on the Nasdaq National Market (U.S.) under the symbol WCOM and WCOMP,
respectively. On November 10, 1997, WorldCom announced a difinitive merger
agreement with MCI Communications Corporation to form a new company called MCI
WorldCom. The company expects the merger to close in mid-1998.
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