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FORM 4 U.S. SECURITIES AND EXCHANGE COMMISSION
- -------- Washington, DC 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
[X] Check box if no longer subject to Section 16. Form 4 or 5 obligations may
continue. See Instruction 1(b)
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1. Name and Address of Reporting Person
Solomon David L.
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(Last) (First) (Middle)
632 Canterbury Close
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(Street)
Brentwood TN 37027
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(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Brooks Fiber Properties, Inc.
Nasdaq symbol "BFPT"
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Statement for Month/Year
January 1998
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person to Issuer (Check all applicable)
[ ] Director
[ ] 10% Owner
[X] Officer (give title below)
Executive Vice President and Chief Financial Officer
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[ ] Other (specify below)
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7. Individual or Joint/Group Filing
[X] Form filed by One Reporting Person
[ ] Form filed by More than One Reporting Person
<PAGE>
<TABLE>
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Table 1 - Non Derivative Securities Acquired, Disposed of, or Beneficially Owned
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<CAPTION>
1. Title of Security 2. Transaction Date 3. Transaction 4. Securities Acquired 5. Amount of 6. Ownership 7. Nature of
(Instr. 3) (Month/Day/Year) Code (A) or Disposed of (D) Securities Form: Indirect
(Instr. 8) (Instr. 3, 4 and 5) Beneficially Direct Beneficial
Owned at (D) or Ownership
End of Month Indirect (instr. 4)
(Instr. 3 (I)
and 4) (Instr. 4)
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Code V Amount (A) Price
or
(D)
------ ------ -------- --- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Common Stock 1/8/98 X 20 A $22.17 D
Common Stock 1/29/98 J(1) 20,304 D (1) 0 D
Common Stock 1/29/98 J(1) 7,180 D (1) 0 I (2)
Common Stock 1/29/98 J(1) 350 D (1) 0 I (3)
Common Stock 1/29/98 J(1) 350 D (1) 0 I (4)
Common Stock 1/29/98 J(1) 350 D (1) 0 I (5)
Common Stock 1/29/98 J(1) 350 D (1) 0 I (6)
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</TABLE>
* If the Form is filed by more than one Reporting Person, see Instruction
4(b)(v).
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
(Print or Type Response)
<PAGE>
FORM 4 (continued)
Table II - Derivative Securities Acquired, Disposed
of, or Beneficially Owned (e.g., puts, calls,
warrants, options, convertible securities)
<TABLE>
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1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11.
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Title and Ownership
Number of Date Exer- Amount of Form of
Derivative cisable and Underlying Number of Deriv-
Securities Expiration Securities Price Derivative ative
Conver- Trans- Acquired (A) Date (Month/ (Instr. 3 of Securities Security:
sion or Trans- action or Disposed Day/Year) and 4) Deriv- Benefi- Direct
Exercise action Code of (D) -------------- -------------- ative cially (D) or Nature of
Title of Price of Date (Instr. (Instr. 3, Date Amount Secur- Owned at Indirect Indirect
Derivative Deriv- (Month/ 8) 4 and 5) Exer- Expir- or Num- ity End of (I) Beneficial
Security ative Day/ -------- ---------- cis- ation ber of (Instr. Month (Instr. Ownership
(Instr. 3) Security Year) Code V (A) (D) able Date Title Shares 5) (Instr. 4) 4) (Instr. 4)
- ---------- -------- -------- ---- --- ---- ---- ------- ----- ----- ------ ------ ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Common $22.17 1/8/98 X 20 Immed. 5/31/98 Common 20 0 D
Stock Stock
Warrants
(right to
buy)
Employee $6.60 1/29/98 J(7) 20,000 Immed. 7/12/05 Common 20,000 (7) 0 D
Stock Stock
Option
(right to
buy)
Employee $12.50 1/29/98 J(8) 66,667 Immed. 2/19/06 Common 66,667 (8) 0 D
Stock Stock
Option
(right to
buy)
Employee $25.50 1/29/98 J(9) 39,019 Immed. Between Common 39,019 (9) 0 D
Stock 12/15/03 Stock
Option and
(right to 7/12/05
buy)
</TABLE>
Explanation of Responses: (1) Each outstanding share of Brooks Fiber Properties,
Inc. ("BFP") common stock was exchanged for 1.85 shares of WorldCom, Inc.
("WorldCom") common stock, having a value of $34.984 per share, pursuant to the
merger of a wholly-owned subsidiary of WorldCom into BFP (the "Merger"). (2)
Represents securities owned directly by the Solomon Family Foundation, of which
the reporting person, is trustee. The reporting person disclaims beneficial
ownership of such securities, and this report should not be deemed an admission
that the reporting person is the beneficial owner of such securities for
purposes of Section 16 or for any other purpose. (3) Represents securities owned
directly by David L. Solomon, Jr.; David L. Solomon, Jr. is a son of the
reporting person and shares the reporting person's household. The reporting
person disclaims beneficial ownership of such securities, and this report should
not be deemed an admission that the reporting person is the beneficial owner of
such securities for purposes of Section 16 or for any other purpose. (4)
Represents securities owned directly by Bryan B. Solomon; Bryan B. Solomon is a
son of the reporting person and shares the reporting person's household. The
reporting person disclaims beneficial ownership of such securities, and this
report should not be deemed an admission that the reporting person is the
beneficial owner of such securities for purposes of Section 16 or for any other
purpose. (5) Represents securities owned directly by Kathleen A. Solomon;
Kathleen A. Solomon is a daughter of the reporting person and shares the
reporting person's household. The reporting person disclaims beneficial
ownership of such securities, and this report should not be deemed an admission
that the reporting person is the beneficial owner of such securities for
purposes of Section 16 or for any other purpose. (6) Represents securities owned
directly by Caroline R. Solomon; Caroline R. Solomon is a daughter of the
reporting person and shares the reporting person's household. The reporting
person disclaims beneficial ownership of such securities, and this report should
not be deemed an admission that the reporting person is the beneficial owner of
such securities for purposes of Section 16 or for any other purpose. (7) This
option was assumed by WorldCom in the Merger and is now exercisable for 37,000
shares of WorldCom common stock at an exercise price of $3.568 per share. (8)
This option was assumed by WorldCom in the Merger and is now exercisable for
123,334 shares of WorldCom common stock at an exercise price of $6.757 per
share. (9) This option was assumed by WorldCom in the Merger and is now
exercisable for 72,185 shares of WorldCom common stock at an exercise price of
$13.784 per share.
**Intentional misstatements or omissions of facts
constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
David L. Solomon February 6, 1998
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**Signature of Reporting Person Date
Note. File three copies of this form, one of which must be manually signed.
If space provided is insufficient, see Instruction 6 for procedure.
