-----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, Q68vTJkS3KHrO9+S5JED5Y5drpWex0do3lr1L+0yegphV3t5DjxQgqRhPjGca0KG JdDEBfK4GXwdHLtvkCcfyA== 0000950134-97-005001.txt : 19970630 0000950134-97-005001.hdr.sgml : 19970630 ACCESSION NUMBER: 0000950134-97-005001 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19970627 EFFECTIVENESS DATE: 19970627 SROS: NASD 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-30281 FILM NUMBER: 97632085 BUSINESS ADDRESS: STREET 1: 515 EAST AMITE ST CITY: JACKSON STATE: MS ZIP: 39201-2702 BUSINESS PHONE: 6013608671 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-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on June 27, 1997 Registration No. 333-______ SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 ----------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------- WORLDCOM, INC. (Exact name of registrant as specified in its charter) GEORGIA 58-1521612 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 515 EAST AMITE STREET JACKSON, MISSISSIPPI 39201-2702 (Address, including zip code, of registrant's principal executive offices) WORLDCOM/MFS DEFERRED STOCK PURCHASE PLAN WORLDCOM/MFS EMPLOYEE STOCK BONUS PLAN WORLDCOM/MFS 1992 STOCK PLAN WORLDCOM/MFS 1993 STOCK PLAN WORLDCOM/MFS/UUNET INCENTIVE STOCK PLAN WORLDCOM/MFS/UUNET EQUITY INCENTIVE PLAN WORLDCOM/MFS/UUNET PERFORMANCE OPTION PLAN - -------------------------------------------------------------------------------- (Full title of the plan(s)) P. BRUCE BORGHARDT, ESQ. WORLDCOM, INC. 10777 SUNSET OFFICE DRIVE, SUITE 330 ST. LOUIS, MISSOURI 63127 (314) 909-4100 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------------- 2 CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------- Proposed maximum Proposed maximum Title of securities Amount to be offering price per aggregate offering Amount of to be registered registered share (1) price (1) registration fee - -------------------------------------------------------------------------------------------------------------------- Common stock 1,650,000 $31.0313 $45,963,302 $13,929 $0.01 par value and shares (3) associated preferred stock purchase rights (2) - --------------------------------------------------------------------------------------------------------------------
This Registration Statement registers additional securities of the same class as other securities for which a registration statement filed on this form relating to the same employee benefit plan is effective. Consequently, pursuant to General Instruction E of Form S-8, the contents of the Post-Effective Amendment No. 1 to Registration Statement on Form S-8 filed by WorldCom, Inc. (the "Company") with respect to the WorldCom/MFS Deferred Stock Purchase Plan, the WorldCom/MFS Employee Stock Bonus Plan, the WorldCom/MFS 1992 Stock Plan, the WorldCom/MFS 1993 Stock Plan, the WorldCom/MFS/UUNET Incentive Stock Plan, the WorldCom/MFS/UUNET Equity Incentive Plan and the WorldCom/MFS/UUNET Performance Option Plan on December 31, 1996, Registration No. 333-16015, are incorporated by reference into this Registration Statement. ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed with the Securities and Exchange Commission (the "Commission") by WorldCom, Inc. ("WorldCom" or the "Company") (formerly Resurgens Communications Group, Inc.) under File No. 0-11258 (formerly File No. 1-10415) pursuant to the Exchange Act are incorporated herein by reference: (1) WorldCom's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (the "WorldCom 1996 Form 10-K"); (2) WorldCom's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997; (3) WorldCom's Current Reports on Form 8-K dated August 25, 1996 (filed August 26, 1996 and as amended on Form 8-K/A filed November 4, 1996 and November 20, 1996), December 31, 1996 (filed January 15, 1997), March 18, 1997 (filed March 24, 1997), March 26, 1997 (filed April 2, 1997) and May 22, 1997 (filed June 6, 1997); (4) MFS Communications Company, Inc. Annual Report on Form 10-K for the year ended December 31, 1996; ------------------------- (1) Computed pursuant to Rule 457(c) and Rule 457(h) solely for the purpose of determining the registration fee. Proposed maximum offering price represents (i) the weighted average price per share based on the exercise price of stock options already granted and (ii) the average high and low reported market prices of the Registrant s Common Stock on June 24, 1997 with respect to securities for which options have not been granted. (2) Each share of Common Stock also represents one preferred stock purchase right. Preferred stock purchase rights cannot trade separately from the underlying common stock and, therefore, do not carry a separate price or necessitate an additional filing fee. Additionally, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered and sold pursuant to the above referenced Plan. (3) This Registration Statement also covers such additional shares of Common Stock as may be issuable pursuant to antidilution rights. II-1 3 (5) the description of WorldCom's (formerly LDDS' and Resurgens') Common Stock as contained in Item 1 of Resurgens' Registration Statement on Form 8-A dated December 12, 1989, as updated by the descriptions contained in Amendment No. 2 of Resurgens' Registration Statement on Form S-4 (File No. 33-62746), as declared effective by the Securities and Exchange Commission on August 11, 1993, which includes the Joint Proxy Statement/Prospectus with respect to Resurgens' Annual Meeting of Shareholders held on September 14, 1993, under the following captions: "Proposals No. 1and 2 - The Proposed Mergers - Special Redemption Provisions," "Information Regarding Resurgens - Description of Resurgens Capital Stock" and "-- Amendments to Resurgens' Restated Articles of Incorporation -- LDDS Merger Agreement," and as further updated by WorldCom's Current Report on Form 8-K dated and filed August 14, 1995 and as further updated by the description contained in WorldCom's Registration Statement on Form S-4 (File No. 333-16015), which includes the Joint Proxy Statement/Prospectus dated November 14, 1996 under the caption " Description of WorldCom Capital Stock"; (6) the description of WorldCom's Preferred Stock Purchase Rights contained in WorldCom's Registration Statement on Form 8-A dated August 26, 1996; and (7) the descriptions of the WorldCom Series A Preferred Stock, the WorldCom Series B Preferred Stock and the WorldCom Depositary Shares contained in WorldCom's Registration Statements on Form 8-A dated November 13, 1996. All documents filed by WorldCom with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated herein by reference, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document incorporated or deemed to be incorporated by reference, which statement is also incorporated herein by reference, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 14-2-202(b)(4) of the Georgia Business Corporation Code (the "Georgia Code") provides that a corporation's articles of incorporation may include a provision that eliminates or limits the personal liability of directors for monetary damages to the corporation or its shareholders for breach of their duty of care and other duties as directors; provided, however, that the Section does not permit a corporation to eliminate or limit the liability of a director for appropriating, in violation of his duties, any business opportunity of the corporation, engaging in intentional misconduct or a knowing violation of law, obtaining an improper personal benefit, or voting for or assenting to an unlawful distribution (whether as a dividend, stock repurchase or redemption, or otherwise) as provided in Section 14-2-832 of the Georgia Code. Section 14-2-202(b)(4) also does not eliminate or limit the rights of WorldCom or any shareholder to seek an injunction or other nonmonetary relief in the event of a breach of a director's duty to the corporation and its shareholders. Additionally, Section 14-2-202(b)(4) applies only to claims against a director arising out of his role as a director, and does not relieve a director from liability arising from his role as an officer or in any other capacity. The provisions of Article Ten of WorldCom's Second Amended and Restated Articles of Incorporation are similar in all substantive respects to those contained in Section 14-2-202(b)(4) of the Georgia code as outlined above. Article Ten further provides that the liability of directors of WorldCom shall be limited to the fullest extent permitted by amendments to Georgia law. Sections 14-2-850 to 14-2-859, inclusive, of the Georgia Code govern the indemnification of directors, officers, employees, and agents. Section 14-2-851 of the Georgia Code permits indemnification of a director of WorldCom for liability incurred by him in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, subject to certain limitations, civil actions brought as derivative actions by or in the right of WorldCom) in which he is made a party by reason of being a director of WorldCom and for directors who, at the request of WorldCom, act as directors, officers, partners, trustees, employees or agents of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The Section permits indemnification if the director acted in a manner he believed in good faith to be in or not opposed to II-2 4 the best interest of WorldCom and, in addition, in criminal proceedings, if he had no reasonable cause to believe his conduct was unlawful. If the required standard of conduct is met, indemnification may include judgments, settlements, penalties, fines or reasonable expenses (including attorneys' fees) incurred with respect to a proceeding. However, if the director is adjudged liable to WorldCom in a derivative action or on the basis that personal benefit was improperly received by him, the director is not entitled to indemnification by the corporation; provided that the director may be entitled to indemnification for reasonable expenses as determined by a court in accordance with the provisions of Section 14-2-854, or unless WorldCom's Second Amended and Restated Articles of Incorporation or Bylaws, or a contract or resolutions approved by WorldCom's shareholders pursuant to Section 14-2-856, authorizes indemnification. Section 14-2-852 of the Georgia Code provides that unless limited by the articles of incorporation, directors who are successful with respect to any claim brought against them, which claim is brought because they are or were directors of WorldCom, are entitled to mandatory indemnification against reasonable expenses incurred in connection therewith. Conversely, if the charges made in any action are sustained, the determination of whether the required standard of conduct has been met will be made, in accordance with the provisions of Section 14-2-855 of the Georgia Code, as follows: (i) by the majority vote of a quorum of the members of the board of directors not a party to such action at that time, (ii) if a quorum cannot be obtained, by a committee thereof duly designated by the board of directors, consisting of two or more directors not a party to such action at that time, (iii) by duly selected special legal counsel, or (iv) by the shareholders, but, in such event, the shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted. Section 14-2-857 of the Georgia Code provides that an officer of WorldCom (but not an employee or agent generally) who is not a director has the mandatory right of indemnification granted to directors under Section 14-2-852, as described above. In addition, WorldCom may, as provided by WorldCom's Second Amended and Restated Articles of Incorporation, Bylaws, general or specific actions by its board of directors, or by contract, indemnify and advance expenses to an officer employee or agent who is not a director to the extent that such indemnification is consistent with public policy. The indemnification provisions of Article X of WorldCom's Bylaws and Article Twelve of WorldCom's Second Amended and Restated Articles of Incorporation are consistent with the foregoing provisions of the Georgia Code. However, WorldCom's Second Amended and Restated Articles of Incorporation prohibit indemnification of a director who did not believe in good faith that his actions were in, or not contrary to, WorldCom's best interests. WorldCom's Bylaws extend the indemnification available to officers under the Georgia Code to employees and agents. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to such provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such Act and is therefore unenforceable. ITEM 8. EXHIBITS. See Exhibit Index. II-3 5 SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it is has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 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 June 27, 1997. WORLDCOM, INC. By: /s/ Scott D. Sullivan ------------------------------ Scott D. Sullivan Chief Financial Officer The Plan. Pursuant to the requirements of the Securities Act of 1933, a amended, the Administrative Committee of the Stock Bonus Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto authorized, in the City of Jackson, State of Mississippi on June 27, 1997. WORLDCOM, INC. / MFS COMMUNICATIONS COMPANY, INC. EMPLOYEE STOCK BONUS PLAN By: /s/ Dennis Sickle ------------------------------------- A member of the Administrative Committee of the Bonus Plan 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 true and lawful attorneys in fact and agents for him and on his behalf and in is name, place and stead, in any and all capacities to sign any and all amendments (including 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 himself 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.
Name Title Date - ---- ----- ---- /s/ Carl J. Aycock Director June 27, 1997 - ----------------------------- Carl J. Aycock /s/ Max E. Bobbitt Director June 27, 1997 - ----------------------------- Max E. Bobbitt
II-4 6
Name Title Date - ---- ----- ---- Director, /s/ Bernard J. Ebbers President and June 27, 1997 - ------------------------------ Chief Executive Bernard J. Ebbers Officer /s/ Francesco Galesi Director June 27, 1997 - ------------------------------ Francesco Galesi /s/ Richard R. Jaros Director June 27, 1997 - ------------------------------ Richard R. Jaros /s/ Stiles A. Kellett, Jr. Director June 27, 1997 - ------------------------------ Stiles A. Kellett, Jr. /s/ David C. McCourt Director June 27, 1997 - ------------------------------ David C. McCourt /s/ John A. Porter Director June 27, 1997 - ------------------------------ John A. Porter /s/ Walter Scott, Jr. Director June 27, 1997 - ------------------------------ Walter Scott, Jr. /s/ John W. Sidgmore Director June 27, 1997 - ------------------------------ John W. Sidgmore Director, (Principal /s/ Scott D. Sullivan Financial Officer and June 27, 1997 - ------------------------------ Principal Accounting Scott D. Sullivan Officer) /s/ Lawrence C. Tucker Director June 27, 1997 - ------------------------------ Lawrence C. Tucker /s/ Michael B. Yanney Director June 27, 1997 - ------------------------------ Michael B. Yanney
II-5 7 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------- ----------- 4.1 Second Amended and Restated Articles of Incorporation of WorldCom (including preferred stock designations) as of December 31, 1996 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K of WorldCom (File No. 0-11258) dated December 31, 1996 (filed January 15, 1997)) 4.2 Restated Bylaws of WorldCom (incorporated herein by reference to Exhibit 4.2 to the Annual Report on Form 10-K filed by WorldCom (File No. 0-11258) for the fiscal year ended December 31, 1996) 4.3 Form of Deposit Agreement between WorldCom, The Bank of New York and the holders from time to time of the Depositary Shares representing 1/100 of a share of WorldCom Series A Preferred Stock (the "WorldCom Depositary Shares") (incorporated herein by reference to Exhibit 4.5 to Registrant Statement on Form S-4 filed by WorldCom (Registration No. 333-16015)) 4.4 Form of certificate representing WorldCom Depositary Shares (incorporated herein by reference to Exhibit A to the Deposit Agreement filed as Exhibit 4.5 to Registration Statement on Form S-4 filed by WorldCom (Registration No. 333-16015)) 4.5 Rights Agreement dated as of August 25, 1996 between the Company and The Bank of New York, which includes the form of Certificate of Designations, setting forth the terms of the Series 3 Junior Participating Preferred Stock, par value $.01 per share, as Exhibit A, the form of Rights Certificate as Exhibit B and the Summary of Preferred Stock Purchase Rights as Exhibit C (incorporated herein by reference to Exhibit 4 to the Current Report on Form 8-K dated August 26, 1996 (as amended on Form 8 K/A filed August 31, 1996) filed by the Company with the Securities and Exchange Commission on August 26, 1996 (as amended on Form 8 K/A filed on August 31, 1996) File No. 0-11258)) 4.6 Amendment No. 1 to Rights Agreement dated as of May 22, 1997 by and between WorldCom, Inc. and The Bank of New York, as Rights Agreement (incorporated herein by reference to Exhibit 4.2 of WorldCom's Current Report on Form 8-K dated May 22, 1997 (filed June 5, 1997)) 5.1 Opinion of P. Bruce Borghardt as to the legality of the Securities to be issued ---------- 10.1 WorldCom/MFS 1995 Deferred Stock Purchase Plan, WorldCom/MFS Employee Stock Bonus Plan, WorldCom/MFS 1992 Stock Plan, WorldCom/MFS 1993 Stock Plan, WorldCom/MFS/UUNET 1995 Performance Option Plan, WorldCom/MFS/UUNET Equity Incentive Plan, and the WorldCom/MFS/UUNET Incentive Stock Plan (incorporated herein by reference to exhibits 10.13, 10.14, 10.15, 10.16, 10.17, 10.18 and 10.19, respectively, to WorldCom's Annual Report on Form 10-K for the fiscal year ended December 31, 1996)
E-1 8 EXHIBIT NUMBER DESCRIPTION 23.1 Consent of Arthur Andersen LLP ---- 23.2 Consent of Coopers & Lybrand L.L.P. ---- 23.3 Consent of Arthur Andersen LLP ---- 23.4 Consent of Arthur Andersen LLP ---- 23.5 Consent of P. Bruce Borghardt, Esq. (Included in Exhibit 5.1) 24.1 Power of Attorney (included in Signature Pages) WorldCom will submit the Stock Bonus Plan to the Internal Revenue Service ("IRS") in a timely manner and will make all changes required by the IRS in order to qualify the Stock Bonus Plan under Section 401(a) of the Internal Revenue Code of 1986, as amended. E-2 EX-5.1 2 OPINION OF P. BRUCE BORGHARDT 1 Exhibit 5.1 June 27, 1997 Board of Directors of WorldCom, Inc. 515 East Amite Street Jackson, Mississippi 39201 Ladies and Gentlemen: I am General Counsel - Corporate Development of WorldCom, Inc., a Georgia corporation (the "Company"), and have acted as counsel in connection with a Registration Statement on Form S-8 (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), with respect to 1,650,000 shares (the "Shares") of Common Stock, par value $.01, of the Company ("Common Stock") which are to be issued upon exercise of options or pursuant to other stock awards granted under the Plans referenced on the cover page of the Registration Statement (collectively, the "Plans"). In connection herewith, I have examined and relied without investigation as to matters of fact upon the Registration Statement, the Second Amended and Restated Articles of Incorporation and Bylaws of the Company, certificates of public officials, certificates and statements of officers of the Company, and such other corporate records, documents, certificates and instruments as I have deemed necessary or appropriate to enable me to render the opinions expressed herein. I have assumed the genuineness of all signatures on all documents examined by me, the authenticity of all documents submitted to me as originals, and the conformity to authentic originals of all documents submitted to me as certified or photostatic copies. I have also assumed the due authorization, execution and delivery of all documents. Based upon the foregoing, and in reliance thereon and subject to the qualifications and limitations stated herein, I am of the opinion that when the Registration Statement, including any amendments thereto, shall have become effective under the Act, and the Shares have been issued in accordance with the terms of the respective Plans, then the Shares will be legally issued, fully paid and nonassessable. This opinion is not rendered with respect to any laws other than the latest codification of the Georgia Business Corporation Code available to me. This opinion has not been prepared by an attorney admitted to practice in Georgia. I hereby consent to the filing of this opinion as Exhibit 5.1 to the aforesaid Registration Statement on Form S-8. I also consent to your filing copies of this opinion as an exhibit to the Registration Statement with agencies of such states as you deem necessary in the course of complying with the laws of such states regarding the offering and sale of the Shares. In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission. Very truly yours, /s/ P. Bruce Borghardt P. Bruce Borghardt General Counsel - Corporate Development WorldCom, Inc. EX-23.1 3 CONSENT OF ARTHUR ANDERSEN 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-8, to be filed on or around June 27, 1997, of our report dated February 26, 1997, included in WorldCom, Inc.'s Form 10-K for the year ended December 31, 1996, and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Jackson, Mississippi, June 26, 1997. EX-23.2 4 CONSENT OF COOPERS & LYBRAND 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in this Form S-8 to Registration Statement No. 333-_____ of our report dated February 14, 1996, on our audits of the consolidated financial statements of MFS Communications Company, Inc. as of December 31, 1995 and 1994 and for the three years in the period ended December 31, 1995, which report is included in WorldCom, Inc.'s Current Report on Form 8-K dated August 25, 1996 (as amended on Form 8-K/A filed on November 4, 1996). Coopers & Lybrand L.L.P. Omaha, Nebraska June 26, 1997 EX-23.3 5 CONSENT OF ARTHUR ANDERSEN 1 EXHIBIT 23.3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8, to be filed on or around June 27, 1997, of our reports dated February 20, 1997, included in MFS Communications Company, Inc.'s Form 10-K for the year ended December 31, 1996, and to all references to our Firm in this registration statement. ARTHUR ANDERSEN LLP Omaha, Nebraska, June 26, 1997 EX-23.4 6 CONSENT OF ARTHUR ANDERSEN 1 EXHIBIT 23.4 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8, to be filed on or around June 27, 1997, of our report dated January 31, 1996, on the Consolidated Financial Statements of UUNET Technologies, Inc. included in WorldCom, Inc.'s Current Report on Form 8-K dated August 25, 1996, as amended by Form 8-K/A filed on November 4, 1996, and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Washington, D.C. June 26, 1997 -----END PRIVACY-ENHANCED MESSAGE-----