0000950134-95-002057.txt : 19950821 0000950134-95-002057.hdr.sgml : 19950821 ACCESSION NUMBER: 0000950134-95-002057 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 5 033-67340 FILED AS OF DATE: 19950818 EFFECTIVENESS DATE: 19950818 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: WORLDCOM INC /MS/ 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: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 033-61923 FILM NUMBER: 95565098 BUSINESS ADDRESS: STREET 1: 515 EAST AMITE ST CITY: JACKSON STATE: MS ZIP: 39201-2702 BUSINESS PHONE: 6013608600 FORMER COMPANY: FORMER CONFORMED NAME: LDDS COMMUNICATIONS INC /GA/ DATE OF NAME CHANGE: 19930916 FORMER COMPANY: FORMER CONFORMED NAME: RESURGENS COMMUNICATIONS GROUP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CENTRAL CORP /GA/ DATE OF NAME CHANGE: 19890523 S-3MEF 1 462(B) REGISTRATION FILING 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 18, 1995 REGISTRATION NO. 33- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- WORLDCOM, INC. (formerly LDDS Communications, Inc.) (Exact name of registrant as specified in its charter) GEORGIA 58-1521612 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.)
515 EAST AMITE STREET JACKSON, MISSISSIPPI 39201-2702 (601) 360-8600 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) P. BRUCE BORGHARDT, ESQ. WORLDCOM, INC. 10777 SUNSET OFFICE DRIVE SUITE 330 ST. LOUIS, MISSOURI 63127 (314) 984-0702 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------------- Copies of all correspondence to: NICHOLAS P. SAGGESE, ESQ. R. RANDALL WANG, ESQ. JAMES M. DUBIN, ESQ. SKADDEN, ARPS, SLATE, BRYAN CAVE LLP PAUL, WEISS, RIFKIND, MEAGHER & FLOM ONE METROPOLITAN SQUARE WHARTON & GARRISON 300 SOUTH GRAND AVENUE, 211 NORTH BROADWAY, SUITE 3600 1285 AVENUE OF THE AMERICAS SUITE 3400 ST. LOUIS, MISSOURI 63102 NEW YORK, NEW YORK 10019 LOS ANGELES, CA 90071 (314) 259-2000 (212) 373-3026 (213) 687-5000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] File No. 33-67340 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 2 ------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------ PROPOSED PROPOSED MAXIMUM MAXIMUM AMOUNT AGGREGATE AGGREGATE AMOUNT OF TO BE PRICE PER OFFERING REGISTRATION TITLE OF SHARES TO BE REGISTERED REGISTERED UNIT PRICE FEE ------------------------------------------------------------------------------------------------ Common Stock, $.01 par value per share 1,213,552 shares $30.25 $36,709,948 $12,660 ------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------
3 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The contents of Amendment No. 1 to the Registration Statement on Form S-3 dated September 15, 1993, File Number 33-67340, are incorporated herein by reference. 1 4 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 16. EXHIBITS. See Exhibit Index. ITEM 17. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; provided, however, that paragraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. II-1 5 (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-2 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jackson, State of Mississippi, on August 17, 1995. WORLDCOM, INC. By: /s/ Scott D. Sullivan Scott D. Sullivan, Treasurer and Chief Financial Officer POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Bernard J. Ebbers, Scott D. Sullivan and P. Bruce Borghardt, and each of them (with full power to each of them to act alone), his or her true and lawful attorneys in fact and agents for him or her and on his or her behalf and in his or her name, place and stead, in any and all capacities to sign any and all Post-Effective Amendments to this Registration Statement, and to file the same, with exhibits and any and all other documents filed with respect thereto, with the Securities and Exchange Commission (or any other governmental or regulatory authority), granting unto said attorneys, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he or she might or could do if personally present, hereby ratifying and confirming all that said attorneys in fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE ------------------- ----------------------- ---------------- /s/ Carl J. Aycock Director August 17, 1995 Carl J. Aycock /s/ Max E. Bobbitt Director August 17, 1995 Max E. Bobbitt 7 /s/ Bernard J. Ebbers Director, President and August 17, 1995 Bernard J. Ebbers Chief Executive Officer (Principal Executive Officer) /s/ Francesco Galesi Director August 17, 1995 Francesco Galesi /s/ Stiles A. Kellett, Jr. Director August 17, 1995 Stiles A. Kellett, Jr. /s/ Silvia Kessel Director August 17, 1995 Silvia Kessel /s/ John W. Kluge Director August 17, 1995 John W. Kluge /s/ Gregory A. LeVert Director August 17, 1995 Gregory A. LeVert /s/ John A. Porter Director August 17, 1995 John A. Porter /s/ Stuart Subotnick Director August 17, 1995 Stuart Subotnick /s/ Scott D. Sullivan Treasurer and Chief August 17, 1995 Scott D. Sullivan Financial Officer (Principal Financial Officer and Principal Accounting Officer) /s/ Lawrence C. Tucker Director August 17, 1995 Lawrence C. Tucker /s/ Roy A. Wilkens Director August 17, 1995 Roy A. Wilkens 8 WORLDCOM, INC. EXHIBIT INDEX
EXHIBIT NUMBER -------------------- 5.1 Opinion of Cashin, Morton & Mullins 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Deloitte & Touche LLP 23.3 Consent of Ernst & Young LLP 23.4 Consent of Cashin, Morton & Mullins (included in Exhibit 5.1) 24.1 Power of Attorney (included in Signature Page)
EX-5.1 2 EXHIBIT 5.1 OPINION OF CASHIN, MORTON & MULLINS 1 EXHIBIT 5.1 CASHIN, MORTON & MULLINS ATTORNEYS AT LAW TWO MIDTOWN PLAZA -- SUITE 1900 1300 PEACHTREE STREET, N.E. ATLANTA, GEORGIA 30309-3214 --------------------- (404) 870-1500 TELECOPIER (404) 870-1529 August 17, 1995 The Board of Directors of Worldcom, Inc. 515 East Amite Street Jackson, Mississippi 39201-2702 Ladies and Gentlemen: We have acted as special Georgia counsel to Worldcom, Inc. (f/k/a LDDS Communications, Inc.), a Georgia corporation (the "Company") in connection with the filing of a Registration Statement on Form S-3 (the "Registration Statement"). Pursuant to the Registration Statement, the Company intends to register under the Securities Act of 1933, as amended, 1,213,552 shares of the Company's Common Stock, $.01 par value per share (the "Common Stock"), which shares are issuable upon the exercise of certain warrants to purchase Common Stock. Capitalized terms not otherwise defined herein are used herein as defined in the Registration Statement. In rendering the opinions set forth herein, we have examined such agreements, documents, instruments and records as we deemed necessary or appropriate under the circumstances, including without limitation: (a) the Registration Statement; (b) the Amended and Restated Articles of Incorporation of the Company, as amended; (c) Purchase Warrant No. 1 dated September 15, 1993, issued to Metromedia Company, a Delaware general partnership ("Metromedia") for 1,250,100 shares of Common Stock ("Purchase Warrant No. 1"); (d) Purchase Warrant No. 2 dated September 15, 1993 issued to Metromedia for 1,250,100 shares of Common Stock ("Purchase Warrant No. 2"); and (e) the form of Purchase Warrant No. 4 dated August 14, 1995, issued to Metromedia for 606,776 shares of Common Stock (the "Purchase Warrant No. 4"). We have assumed, for purposes of rendering this opinion, that the form of Purchase Warrant No. 3 dated May 8, 1995 issued to Metromedia for 606,776 shares of Common Stock (the "Purchase Warrant No. 3") is identical in all respects to Purchase Warrant No. 4. We have also examined and relied upon, as to matters of fact material to our opinions, originals or copies, certified or otherwise, of such certificates of public officials, certificates and statements of officers of the Company and such other documents, corporate records and instruments and matters of law as we have deemed necessary or appropriate to enable us to render the opinions expressed below. In our examination of the foregoing, we have assumed the genuineness of all signatures on all documents examined by us, the authenticity of all documents submitted to us as originals, and the conformity to authentic originals of all documents submitted to us as certified copies or photocopies. We have not independently verified or investigated, nor do we assume any responsibility for, the factual accuracy or completeness of any factual statements contained in any of the foregoing. Based upon the foregoing and in reliance thereon, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that: 1. The 606,776 shares of Common Stock issued upon the exercise of Purchase Warrant No. 3 (the "Warrant No. 3 Shares") were duly authorized for issuance by all necessary corporate action on the part of the Company, and assuming that the Warrant No. 3 Shares were (a) issued upon the exercise of the 2 CASHIN, MORTON & MULLINS The Board of Directors of Worldcom, Inc. August 17, 1995 Page 2 rights granted in Purchase Warrant No. 3 against payment in full for such Warrant No. 3 Shares, in accordance with the terms and conditions as set forth in Purchase Warrant No. 3 and in accordance with such authorizations, and (b) evidenced by certificates duly executed and delivered, then the Warrant No. 3 Shares were validly issued and are fully paid and nonassessable. 2. The 606,776 shares of Common Stock issuable upon the exercise of Purchase Warrant No. 4 (the "Warrant No. 4 Shares") have been duly authorized for issuance by all necessary corporate action on the part of the Company, and if and when the Warrant No. 4 shares are (a) issued upon the exercise of the rights granted in Purchase Warrant No. 4 against payment in full for such Warrant No. 4 Shares, in accordance with the terms and conditions as set forth in Purchase Warrant No. 4 and in accordance with such authorizations, and (b) evidenced by certificates duly executed and delivered, then the Warrant No. 4 Shares will be validly issued, fully paid and nonassessable. Our opinions are also subject to the following exceptions and qualifications: (a) the members of this firm are admitted to the Bar of the State of Georgia and are duly qualified to practice law in that state. This opinion is limited in all respects to, and not rendered with respect to any laws other than, the laws of the State of Georgia; (b) our opinions are based upon pertinent laws and facts in existence as of the date hereof, and we expressly disclaim any obligation to advise you of changes to such pertinent laws or facts that hereafter may come to our attention; (c) we have rendered our opinion without any review of the plans, agreements or other documents underlying Purchase Warrant No. 1 or Purchase Warrant No. 2, based upon the opinion of the law firm of Long Aldridge & Norman dated September 15, 1993 addressed to the Securities and Exchange Commission, to the effect that the shares of Common Stock issuable pursuant to Purchase Warrant No. 1 and/or Purchase Warrant No. 2, if and when issued upon the exercise of such warrants against payment in full for such warrant shares in accordance with the terms of such warrant agreements, will be validly issued, fully paid and nonassessable; (d) no opinion is expressed as to matters subject to the jurisdiction of the Federal Communications Commission, state public utility commissions (including the Public Service Commission of the State of Georgia), or any other communications or similar regulatory authorities; and (e) no opinion is expressed as to matters subject to any federal securities laws or regulations, any state securities or blue sky laws or regulations (including without limitation the Georgia Securities Act of 1973, as amended and the rules and regulations promulgated thereunder), or any rules or regulations of any exchange or national market quotation system on which the Company Stock may be traded or listed. This letter is furnished to you by us as special Georgia counsel for the Company. We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to reference to this firm in the Exhibit Index in the Registration Statement. The opinions contained herein may not be relied upon for any other purpose or by any other persons or entities. Very truly yours, /s/ CASHIN, MORTON & MULLINS EX-23.1 3 EXHIBIT 23.1 CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-3 of our report dated March 8, 1995 included in WorldCom, Inc.'s (formerly known as LDDS Communication, Inc.) Form 10-K for the year ended December 31, 1994 and to all references to our Firm included in this registration statement. /s/ ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP Jackson, Mississippi August 17, 1995 EX-23.2 4 EXHIBIT 23.2 CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of WorldCom, Inc. on Form S-3 of our report dated March 7, 1994 on the consolidated financial statements and financial statement schedule of IDB Communications Group, Inc. (such financial statements and the related financial statement schedule have not been separately included herein or incorporated by reference in this Registration Statement) appearing in the Annual Report on Form 10-K of LDDS Communications, Inc. (on May 25, 1995 LDDS Communications, Inc. changed its name to WorldCom, Inc.) for the year ended December 31, 1994. /s/ DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Los Angeles, California August 17, 1995 EX-23.3 5 EXHIBIT 23.3 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.3 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-3) of WORLDCOM, Inc. (formerly LDDS Communications, Inc.) for the registration of 1,213,552 shares of its common stock of our reports dated July 29, 1994 and February 2, 1995, with respect to the combined financial statements of WilTel Network Services included in the Current Report on Form 8-K dated August 22, 1994 and Current Report on Form 8-K/A dated August 22, 1994 of LDDS Communications, Inc., filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP ERNST & YOUNG LLP Tulsa, Oklahoma August 17, 1995