-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VADOXE7DyAFA+5Ei9+mISnjizA338oBlqJ0KeaVtoKJJtuVvrrNisLEH1xZY0acK A6IfYyfqHnC+XhfpMXnIvw== 0000912057-02-021565.txt : 20020522 0000912057-02-021565.hdr.sgml : 20020522 20020522125332 ACCESSION NUMBER: 0000912057-02-021565 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020521 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020522 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WORLDCOM INC/GA// CENTRAL INDEX KEY: 0000723527 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 581521612 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10415 FILM NUMBER: 02659553 BUSINESS ADDRESS: STREET 1: 500 CLINTON CENTER DRIVE CITY: CLINTON STATE: MS ZIP: 39056 BUSINESS PHONE: 6014605600 FORMER COMPANY: FORMER CONFORMED NAME: MCI WORLDCOM INC DATE OF NAME CHANGE: 19980914 FORMER COMPANY: FORMER CONFORMED NAME: WORLDCOM INC /GA/ DATE OF NAME CHANGE: 19970127 FORMER COMPANY: FORMER CONFORMED NAME: LDDS COMMUNICATIONS INC /GA/ DATE OF NAME CHANGE: 19930916 8-K 1 a2080825z8-k.txt FORM 8-K ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 21, 2002 WorldCom, Inc. (Exact Name of Registrant as Specified in its Charter) Georgia 0-11258 58-1521612 (State or Other (Commission File Number) (IRS Employer Jurisdiction of Identification Number) Incorporation) 500 Clinton Center Drive Clinton, Mississippi 39056 (Address of Principal Executive Office) Registrant's telephone number, including area code: (601) 460-5600 ================================================================================ ITEM 5. OTHER EVENTS. On May 21, 2002, the Company issued a press release relating to the conversion of shares of MCI group common stock into shares of WorldCom group common stock, which is filed as Exhibit 99.1 hereto and incorporated by reference herein. Additionally, on May 22, 2002, the Company mailed a notice of conversion to holders of record of the Company's MCI group common stock as of that date. A copy of the notice is filed as Exhibit 99.2 hereto and incorporated by reference herein. ITEM 7 (C). EXHIBITS. See Exhibit Index. 2 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. WORLDCOM, INC. Date: May 22, 2002 By: /s/ Scott D. Sullivan --------------------------------- Scott D. Sullivan Chief Financial Officer 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Press Release Dated May 21, 2002 99.2 Notice of conversion to holders of record of WorldCom, Inc. MCI group common stock on May 22, 2002 4 EX-99.1 3 a2080825zex-99_1.txt EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Contacts: MEDIA INVESTORS Brad Burns Scott Hamilton (800) 644-NEWS (877) 624-9266 WORLDCOM, INC. ANNOUNCES IT WILL ELIMINATE TRACKING STOCK STRUCTURE MOVE WILL BOLSTER COMPANY'S CASH POSITION AND SIMPLIFY CORPORATE STRUCTURE CLINTON, Miss., May 21, 2002 - WorldCom, Inc. (NASDAQ: WCOM, MCIT), today announced its Board of Directors has unanimously voted to eliminate its WorldCom group and MCI group tracking stock structure, effective July 12, 2002. By doing so, WorldCom expects to realize an annual cost savings of $284 million due to the elimination of the MCI group dividend. "By eliminating our tracking stocks we will build on our cash position and simplify our corporate structure, benefiting the investment community," said John Sidgmore, WorldCom president and chief executive officer. "It also builds on our ability to invest in key areas that will benefit WorldCom and its customers. "We said from the outset of our new management team that we would take the bold steps necessary to build on our strong balance sheet and strengthen operational efficiencies that will better position the Company for future growth. This is one of those steps." On July 12, 2002, each outstanding share of MCI group common stock will be converted into 1.3594 shares of WorldCom group common stock. Fractional shares will be paid in cash. Notice of the conversion will be mailed on May 22, 2002 to holders of record as of May 21, 2002 of shares of MCI group common stock. Dividends on shares of MCI group common stock will cease to be paid as of the conversion date. However, holders of record of MCI group common stock at the close of business on June 30, 2002 will be paid the previously declared dividend of $0.60 per share payable on such shares on July 15, 2002, notwithstanding the July 12, 2002 conversion. Consistent with the tracking stock terms, MCI group shareholders will receive a 10 percent premium on their shares based on a 20-day average of WorldCom group and MCI group's daily high and low stock price from April 18, 2002 to May 15, 2002. The tracking stock elimination will not require any action by WorldCom group or MCI group shareholders. Also, it will have no impact on WorldCom or MCI customers. Beginning July 12, 2002, WorldCom will have one class of common stock with the NASDAQ ticker symbol WCOM. (more) WorldCom, Inc. will conduct a conference call on Wednesday, May 22, 2002, at 8:30 a.m. EDT to discuss its elimination of the tracking stock structure. John Sidgmore, president and CEO; Scott Sullivan, executive vice president and CFO; Ron Beaumont, WorldCom, Inc. chief operating officer; and Wayne Huyard, MCI chief operating officer will host the call and be available for questions. The call will be broadcast on the Internet at http://www.worldcom.com/investor/. There will be a rebroadcast of the call through June 21, 2002 via the WorldCom website. ABOUT WORLDCOM, INC. WorldCom, Inc. (NASDAQ: WCOM, MCIT) is a pre-eminent global communications provider for the digital generation, operating in more than 65 countries. With one of the most expansive, wholly-owned IP networks in the world, WorldCom provides innovative data and Internet services for businesses to communicate in today's market. For more information, go to http://www.worldcom.com. ### 2 EX-99.2 4 a2080825zex-99_2.txt EXHIBIT 99.2 EXHIBIT 99.2 WorldCom, Inc. 500 Clinton Center Drive Clinton, Mississippi 39056 NOTICE OF CONVERSION TO HOLDERS OF RECORD OF WORLDCOM, INC.--MCI GROUP COMMON STOCK Clinton, Mississippi May 22, 2002 NOTICE IS HEREBY GIVEN that, pursuant to Section 4(C)(i) of the Second Amended and Restated Articles of Incorporation of WorldCom, Inc. (the "Corporation"), as amended (the "Articles"), each outstanding share of the series of common stock of the Corporation designated as "WorldCom, Inc.--MCI Group Common Stock" ("MCI Stock") shall, as of July 12, 2002 (the "Conversion Date"), be converted into 1.3594 fully paid and nonassessable shares of the series of common stock of the Corporation designated as "WorldCom, Inc.--WorldCom Group Common Stock" ("WorldCom Stock"). Capitalized terms used herein, unless otherwise defined herein, have the meanings assigned to them in the Articles. The Corporation hereby also notifies you that: (1) The number of shares of WorldCom Stock that will be received with respect to each share of MCI Stock is calculated as follows: 110% of the ratio, rounded to the nearest 1/10,000 (.0001), of the average Market Value of one share of MCI Stock over the period of 20 consecutive Trading Days ending on May 15, 2002 ($3.4723 per share) to the average Market Value of one share of WorldCom Stock during such 20-Trading Day period ($2.8098 per share). Attached as Exhibit A is detailed information as to the Market Values of each series of common stock of the Corporation over such 20-Trading Day period. (2) From and after the Conversion Date, certificates for shares of MCI Stock, properly endorsed or assigned for transfer, are to be surrendered for delivery of certificates for shares of WorldCom Stock as follows: BY MAIL BY HAND BY OVERNIGHT DELIVERY The Bank of New York The Bank of New York The Bank of New York Tender & Exchange Department Tender & Exchange Department Tender & Exchange Department P.O. Box 11248 3rd Floor 5th Floor Church Street Station One Wall Street 385 Rifle Camp Road NY, NY 10286-1248 New York, NY 10286 West Paterson, NJ 07424
The Bank of New York will deliver instructions as to the procedures for any such delivery promptly after the Conversion Date. DO NOT SEND YOUR CERTIFICATE(S) FOR CONVERSION UNTIL YOU RECEIVE INSTRUCTIONS FROM THE BANK OF NEW YORK. (3) As of the date hereof, there are 118,325,069 shares of MCI Stock outstanding. In addition, an aggregate of 871,925 shares of MCI Stock are issuable upon conversion of outstanding Series D Junior Convertible preferred stock, Series E Junior Convertible 2 preferred stock and Series F Junior Convertible preferred stock and 6,304 shares of MCI Stock and 157,615 shares of WorldCom Stock are issuable upon exercise of 157,615 warrants with an exercise price of $44.41 per warrant, 8,000 shares of MCI Stock and 200,000 shares of WorldCom Stock are issuable upon exercise of 200,000 warrants with an exercise price of $20.75 per warrant, 52,300 shares of MCI Stock and 1,000,000 shares of WorldCom stock are issuable upon exercise of 1,000,000 warrants with an exercise price of $40.00 per warrant and 52,300 shares of MCI Stock and 1,000,000 shares of WorldCom Stock are issuable upon exercise of 1,000,000 warrants with an exercise price of $45.00 per warrant. Upon any conversion, exchange or exercise of any of the Series D Junior Convertible preferred stock, the Series E Junior Convertible preferred stock or the Series F Junior Convertible preferred stock, the Corporation will not receive any conversion price other than the delivery of such shares for cancellation. (4) Dividends on shares of MCI Stock shall cease to be paid as of the Conversion Date, provided that the holders of MCI Stock at the close of business on June 30, 2002 shall be paid the previously declared dividend of $0.60 per share payable on such shares on July 15, 2002, notwithstanding the conversion of such shares on July 12, 2002. The Corporation will as soon as practicable after the Conversion Date and receipt of your certificates representing MCI Stock deliver to you, or to your nominee or nominees, the certificates representing the number of whole shares of WorldCom Stock to which you will be entitled as aforesaid, together with any payment in respect of fractional shares, without interest. From and after the Conversion Date all your rights as a holder of shares of MCI Stock shall cease, except for the right, upon surrender of the certificates representing your shares of MCI Stock, to receive the certificates representing shares of WorldCom Stock, together with any payment in respect of fractional shares, and the right of holders of record of shares of MCI Stock on June 30, 2002 to received the dividend payable on July 15, 2002, in each case without interest. From and after the Conversion Date, the Corporation shall be entitled to treat the certificates for MCI Stock that have not yet been surrendered for conversion as evidencing the ownership of the number of whole shares of WorldCom Stock for which the shares of MCI Stock represented by such certificates shall have been converted, notwithstanding the failure to surrender such certificates. From and after the Conversion Date, the holders of shares of WorldCom Stock shall be entitled to all the voting powers, preferences, designations, rights, qualifications, limitations and restrictions of common stock of the Corporation, and the Corporation will not attribute any of the businesses, assets, properties or liabilities of the Corporation or any of its subsidiaries to the WorldCom Group or the MCI Group, or make any determination required in connection therewith. By Order of the Board of Directors Scott D. Sullivan SECRETARY 3 EXHIBIT A
WorldCom Stock MCI Stock -------------------------------------- ------------------------------------ Date High Low Average High Low Average - ------------------- -------------------------------------- ------------------------------------ 4/18/2002 $ 6.6000 $ 6.2000 $ 6.4000 $ 5.6500 $ 5.2000 $ 5.4250 4/19/2002 $ 6.3400 $ 5.7000 $ 6.0200 $ 5.2900 $ 4.9400 $ 5.1150 4/22/2002 $ 4.4200 $ 3.8900 $ 4.1550 $ 4.5200 $ 3.9700 $ 4.2450 4/23/2002 $ 4.0900 $ 3.2200 $ 3.6550 $ 4.1100 $ 3.8100 $ 3.9600 4/24/2002 $ 3.6000 $ 3.2351 $ 3.4176 $ 4.2600 $ 3.8500 $ 4.0550 4/25/2002 $ 3.8300 $ 3.4100 $ 3.6200 $ 5.0200 $ 4.2000 $ 4.6100 4/26/2002 $ 3.7000 $ 3.2100 $ 3.4550 $ 4.8000 $ 4.1500 $ 4.4750 4/29/2002 $ 3.3000 $ 2.2000 $ 2.7500 $ 4.3500 $ 3.0100 $ 3.6800 4/30/2002 $ 2.7220 $ 2.0500 $ 2.3860 $ 3.8200 $ 3.0700 $ 3.4450 5/1/2002 $ 2.4000 $ 2.1400 $ 2.2700 $ 3.6400 $ 3.0500 $ 3.3450 5/2/2002 $ 2.5000 $ 1.9900 $ 2.2450 $ 3.4400 $ 3.0900 $ 3.2650 5/3/2002 $ 2.1000 $ 1.6600 $ 1.8800 $ 3.2000 $ 2.4800 $ 2.8400 5/6/2002 $ 1.9540 $ 1.7100 $ 1.8320 $ 2.9000 $ 2.5900 $ 2.7450 5/7/2002 $ 2.3000 $ 1.7800 $ 2.0400 $ 3.3200 $ 2.5200 $ 2.9200 5/8/2002 $ 2.5300 $ 2.0300 $ 2.2800 $ 3.4200 $ 3.0500 $ 3.2350 5/9/2002 $ 2.3000 $ 1.8163 $ 2.0582 $ 3.5200 $ 3.0000 $ 3.2600 5/10/2002 $ 1.9220 $ 1.5700 $ 1.7460 $ 2.9000 $ 2.3000 $ 2.6000 5/13/2002 $ 1.6010 $ 1.3800 $ 1.4905 $ 2.3700 $ 2.0200 $ 2.1950 5/14/2002 $ 1.3900 $ 1.0800 $ 1.2350 $ 2.1100 $ 1.7000 $ 1.9050 5/15/2002 $ 1.3900 $ 1.1300 $ 1.2600 $ 2.3400 $ 1.9100 $ 2.1250 20-Trading Day Average $ 2.8098 $ 3.4723 ============ ============= Conversion factor: 110% * $3.4723/$2.8098 1.3594 ============
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