-----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, Kw2YMFxZzTwliMbKQdBQtyjstRshqAzqlahJYuW4yKzK3w54RNs30XwMGAwF11AU iFf9sz+UgT0I+y+C0znc8w== 0000950138-99-000056.txt : 19990311 0000950138-99-000056.hdr.sgml : 19990311 ACCESSION NUMBER: 0000950138-99-000056 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990127 DATE AS OF CHANGE: 19990310 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OZEMAIL LTD CENTRAL INDEX KEY: 0001013742 STANDARD INDUSTRIAL CLASSIFICATION: 7374 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-48161 FILM NUMBER: 99557838 BUSINESS ADDRESS: STREET 1: LOCKED BOG 5678 CITY: ST LEONARDS 2065 SYD STATE: C3 BUSINESS PHONE: 6129433240 MAIL ADDRESS: STREET 1: LOCKED BAG 5678 STREET 2: 2065 ST LEONARDS CITY: NSW AUSTRALIA STATE: C3 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MCI WORLDCOM INC CENTRAL INDEX KEY: 0000723527 STANDARD INDUSTRIAL CLASSIFICATION: 4813 IRS NUMBER: 581521612 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 515 EAST AMITE ST CITY: JACKSON STATE: MS ZIP: 39201-2702 BUSINESS PHONE: 6013608600 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 FORMER COMPANY: FORMER CONFORMED NAME: RESURGENS COMMUNICATIONS GROUP INC DATE OF NAME CHANGE: 19920703 SC 13D/A 1 AMENDMENT NO. 3 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- AMENDMENT NO. 2 to SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND AMENDMENT NO. 3 TO SCHEDULE 13D --------------- OZEMAIL LIMITED (ACN # 066 387 157) (NAME OF SUBJECT COMPANY) UUNET HOLDINGS AUSTRALIA PTY LIMITED UUNET TECHNOLOGIES, INC. MCI WORLDCOM, INC. (BIDDER) --------------- ORDINARY SHARES AND AMERICAN DEPOSITARY SHARES, EACH REPRESENTING 10 ORDINARY SHARES (TITLE OF CLASS OF SECURITIES) --------------- [NONE] (ORDINARY SHARES) [692674104] (AMERICAN DEPOSITARY SHARES) (CUSIP NUMBER OF CLASS OF SECURITIES) --------------- CHARLES T. CANNADA SENIOR VICE PRESIDENT, CORPORATE DEVELOPMENT MCI WORLDCOM INC. 515 EAST AMITE STREET JACKSON, MISSISSIPPI 39201 (601) 360-8600 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER) --------------- WITH COPIES TO: R. RANDALL WANG, ESQ. MARTINA W. KNEE, ESQ. BRYAN CAVE LLP UUNET TECHNOLOGIES, INC. ONE METROPOLITAN SQUARE 3060 WILLIAMS DRIVE SUITE 3600 FAIRFAX, VIRGINIA 22031 ST. LOUIS, MISSOURI 63102 (703) 206-5600 (314) 259-2000 Page 1 of 8 pages Exhibit Index is located on page 7. ================================================================================ Amendment No. 2 to 14D-1 CUSIP NO. 692674104 Page 2 of 8 Pages - - ------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS UUNET HOLDINGS AUSTRALIA PTY LIMITED (00-00000000) - - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] - - ------------------------------------------------------------------------------- 3. SEC USE ONLY - - ------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* WC & BK - - ------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) OR 2(f) NOT APPLICABLE [_] - - ------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION NEW SOUTH WALES, AUSTRALIA - - ------------------------------------------------------------------------------- 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,863,174 - - ------------------------------------------------------------------------------- 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES* NOT APPLICABLE [_] - - ------------------------------------------------------------------------------- 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 14.9% - - ------------------------------------------------------------------------------- 10. TYPE OF REPORTING PERSON* CO - - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Amendment No. 2 to 14D-1 CUSIP NO. 692674104 Page 3 of 8 Pages - - ------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS UUNET TECHNOLOGIES, INC. 54-1543611 - - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] - - ------------------------------------------------------------------------------- 3. SEC USE ONLY - - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* WC & BK - - ------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) OR 2(f) NOT APPLICABLE [_] - - ------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - - ------------------------------------------------------------------------------- 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,863,174 - - ------------------------------------------------------------------------------- 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES* NOT APPLICABLE [_] - - ------------------------------------------------------------------------------- 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 14.9% - - ------------------------------------------------------------------------------- 10. TYPE OF REPORTING PERSON* CO - - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Amendment No. 2 to 14D-1 CUSIP NO. 692674104 Page 4 of 8 Pages - - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS MCI WORLDCOM, INC. 58-1521612 - - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] - - -------------------------------------------------------------------------------- 3. SEC USE ONLY - - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* WC & BK - - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) OR 2(f) NOT APPLICABLE [_] - - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION GEORGIA - - -------------------------------------------------------------------------------- 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,863,174 - - -------------------------------------------------------------------------------- 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES* NOT APPLICABLE [_] - - -------------------------------------------------------------------------------- 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 14.9% - - -------------------------------------------------------------------------------- 10. TYPE OF REPORTING PERSON* CO - - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Amendment No. 2 to 14D-1 CUSIP NO. 692674104 Page 5 of 8 Pages This Statement amends and supplements the combined Tender Offer Statement on Schedule 14D-1 and Amendment No. 1 to Schedule 13D filed with the Securities and Exchange Commission on January 7, 1999, which was amended on January 20, 1999 (the "Schedule 14D-1"), and relates to the offer by UUNET Holdings Australia Pty Limited, a company incorporated in New South Wales, Australia ("Purchaser") and a wholly owned subsidiary of UUNET Technologies, Inc., a Delaware corporation ("Intermediate"), which is, in turn, a wholly-owned subsidiary of MCI WORLDCOM, Inc., a Georgia corporation ("Parent"), to purchase all outstanding: (a) ordinary shares (the "Shares") of OzEmail Limited, a corporation incorporated under the laws of the State of New South Wales, Australia (the "Company"), and (b) American Depositary Shares (ADSs"), each representing 10 Ordinary Shares (the Shares and the ADSs collectively, the "Securities"), of the Company, at a price of US$2.20 per Share and US$22.00 per ADS, net to the seller in cash, without interest thereon (the "Offer Price"), upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 8, 1999 (Sydney time (January 7, 1999, New York time)), a copy of which was attached and filed with the Schedule 14D-1 as Exhibit (a)(1) thereto and (i) in the case of Shares, in the related Acceptance and Transfer Form, a copy of which was attached and filed with the Schedule 14D-1 as Exhibit (a)(2) thereto and (ii) in the case of ADSs, in the related Letter of Transmittal, a copy of which was attached and filed with the Schedule 14D-1 as Exhibit (a)(3) thereto (which Offer to Purchase, Acceptance and Transfer Form and Letter of Transmittal, as amended from time to time, together constitute the "Offer"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Schedule 14D-1. ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED. Item 8 is hereby amended and supplemented by the following: Section 16 of the Offer to Purchase ("Fees and Expenses") is hereby amended and supplemented by the addition of the following paragraph after the last paragraph: "Purchaser has retained Sitel Corporation to contact holders of ordinary shares in Australia by telephone to ascertain whether they have received the materials relating to the Offer and whether they require assistance to understand or complete the documentation. Sitel Corporation will receive reasonable and customary compensation for its services and will be reimbursed for certain reasonable out-of-pocket expenses." ITEM 10. ADDITIONAL INFORMATION. Item 10(f) is hereby amended and supplemented by the addition of the following paragraph after the last paragraph: "On January 27, 1999, Parent distributed a letter to holders of ordinary shares and ADSs, which letter is filed as exhibit (a)(12) hereto and incorporated herein by reference." ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended and supplemented by the addition of the following paragraph thereto: (a)(12) Letter from Parent to Shareholders/ADS holders dated 27 January, 1999 (Sydney, Australia time). The undersigned hereby agree to jointly file a statement on Schedule 14D-1 and Schedule 13D, together with any amendments thereto, with the SEC pursuant to the requirements of Rule 14d-1 and Rule 13d-1 under the Securities Exchange Act of 1934, as amended. Amendment No. 2 to 14D-1 CUSIP NO. 692674104 Page 6 of 8 Pages SIGNATURES After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 27, 1999 UUNET Holdings Australia Pty Limited By: * Name: Charles T. Cannada Title: Director UUNET Technologies, Inc. By: * Name: Mark F. Spagnolo Title: President and Chief Executive Officer MCI WORLDCOM, Inc. By: * Name: Scott D. Sullivan Title: Chief Financial Officer and Secretary *By: /s/ Charles T. Cannada Name: Charles T. Cannada Title: Authorized Representative and Attorney- in-Fact under Powers of Attorney filed with the original Schedule 14D-1 Amendment No. 2 to 14D-1 CUSIP NO. 692674104 Page 7 of 8 Pages EXHIBIT INDEX *(a)(1) Offer to Purchase, dated January 8, 1999 (Sydney, Australia time) (January 7, 1999, New York time). *(a)(2) Acceptance and Transfer Form *(a)(3) Letter of Transmittal. *(a)(4) Notice of Guaranteed Delivery. *(a)(5) Letter from Merrill Lynch to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees holding OzEmail ADSs. *(a)(6) Letter to ADS Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees holding OzEmail ADSs. *(a)(7) Form of Summary Advertisement as published in the Wall Street Journal on January 7, 1999 (New York City time). *(a)(8) News Release dated January 7, 1999 (Jackson, MS time), issued by Parent. (a)(9) News Release dated December 13, 1998 (Jackson, MS time) and December 14, 1998 (Sydney, Australia time), issued by Parent (incorporated by reference to Schedule 1 to the Subscription Agreement, which appears as Exhibit 99.1 to Schedule 13D dated December 21, 1998 filed by MCI WorldCom, UUNET Technologies, Inc. and UUNET Holdings Australia Pty Limited with respect to OzEmail). (a)(10) News Release dated December 14, 1998 (Sydney, Australia time), issued by the Company (incorporated by reference to Schedule 2 to the Subscription Agreement, which appears as Exhibit 99.1 to Schedule 13D dated December 21, 1998 filed by MCI WorldCom, UUNET Technologies, Inc. and UUNET Holdings Australia Pty Limited with respect to OzEmail). *(a)(11) News Release dated January 20, 1999 (Jackson, MS time), issued by Parent. (a)(12) Letter from Parent to Shareholders/ADS holders dated 27 January, 1999 (Sydney, Australia time). (b)(1) Amended and Restated Facility A Revolving Credit Agreement among MCI WorldCom (borrower), NationsBank, N.A. (Arranging Agent and Administrative Agent), NationsBanc Montgomery Securities LLC (Lead Arranger), Bank of America NT & SA, Barclays Bank PLC, The Chase Manhattan Bank, Citibank, N.A., Morgan Guaranty Trust Company of New York, and Royal Bank of Canada (Co-Syndication Agents) and the lenders named therein dated as of August 6, 1998 (incorporated herein by reference to Exhibit 10.1 to MCI WorldCom's Current Report on Form 8-K dated August 6, 1998 (filed August 7, 1998) (File No. 0-11258)). (b)(2) 364-day Revolving Credit and Term Loan Agreement among MCI WorldCom (borrower), NationsBank, N.A. (Arranging Agent and Administrative Agent), NationsBanc Montgomery Securities LLC (Lead Arranger), Bank of America NT & SA, Barclays Bank PLC, The Chase Manhattan Bank, Citibank, N.A., Morgan Guaranty Trust Company of New York, and Royal Bank of Canada (Co-Syndication Agents) and the lenders named therein dated August 6, 1998 (incorporated herein by reference to Exhibit 10.3 to MCI WorldCom's Current Report on Form 8-K dated August 6, 1998 (filed August 7, 1998) (File No. 0-11258)). (c) Subscription Agreement, dated December 11, 1998, by and between the Purchaser and the Company (incorporated by reference to Exhibit 99.1 to Schedule 13D dated December 21, 1998 filed by MCI WorldCom, UUNET Technologies, Inc. and UUNET Holdings Australia Pty Limited with respect to OzEmail). Amendment No. 2 to 14D-1 CUSIP NO. 692674104 Page 8 of 8 Pages (d) [Not applicable.] (e) [Not applicable.] (f) [Not applicable.] *(g)(1) Powers of Attorney (contained on the signature pages to the original Schedule 14D-1, dated and filed on January 7, 1999). * Previously filed EX-99.(A)(12) 2 LETTER DATED JANUARY 27, 1999 [GRAPHIC OMITTED] Exhibit (a)(12) 27 January, 1999 IMPORTANT NOTICE TO ALL SHAREHOLDERS/ADS HOLDERS OF OZEMAIL LIMITED Dear Shareholder/ADS holder, As you are aware, MCI WORLDCOM, Inc. is currently offering, through its subsidiary UUNET Holdings Australia Pty Limited ("Purchaser"), to acquire all of the ordinary shares and American Depositary Shares ("ADSs") of OzEmail Limited ("OzEmail") by way of a takeover offer. The offer price is US$2.20 per ordinary share and US$22.00 per ADS and will be paid to you in cash. You should have received documentation in the mail to this effect on or shortly after 8 January, 1999 (Sydney time). As at 25 January, 1999, MCI WORLDCOM, Inc. has received acceptances from shareholders holding 67,770,584 shares (including shares represented by ADSs), which together with the 21,863,174 shares already owned by the Purchaser, represented approximately 60.9% of OzEmail. The offer remains conditional on, among other things, the Purchaser becoming entitled to 90% of the OzEmail shares on issue and 75% of the registered holders of ordinary shares accepting and not withdrawing their acceptances. The Board of OzEmail has written to you and unanimously recommended that you accept the offer in the absence of a higher offer and have indicated that they intend to accept the offer for their own shareholdings in the absence of a higher offer. The three largest shareholders, Malcolm Turnbull, Trevor Kennedy and Sean Howard, each of whom is a director have already tendered, and not withdrawn, their shares, which represent approximately 46% of the outstanding shares (including shares represented by ADSs) of OzEmail. WE URGE YOU TO ACCEPT THE OFFER AS SOON AS POSSIBLE. The offer and withdrawal rights are scheduled to expire at 5:00 P.M., Sydney time and 1:00 A.M., New York City time, on Tuesday, 9 February, 1999 unless the offer is extended in accordance with the procedures set forth in the Offer to Purchase dated 8 January, 1999 (Sydney time) (7 January, 1999, New York time). You may be receiving a telephone call from Sitel Corporation, which is being retained to contact holders of ordinary shares in Australia by telephone to ascertain whether you have received the tender offer documentation and require assistance to understand or complete the documentation. They will receive reasonable and customary compensation and will be reimbursed for certain reasonable out-of-pocket expenses. If you require a Transfer and Acceptance Form (blue form for holders of ordinary shares) or a Letter of Transmittal (yellow form for holders of ADSs) or additional copies of the offer documentation please call any of the numbers located on the reverse side of this letter. Yours sincerely /s/ John W. Sidgmore - - --------------------- John W. Sidgmore Vice Chairman Facsimile copies of the Letter of Transmittal, properly completed and duly signed, will be accepted. The Letter of Transmittal, ADRs evidencing ADSs and any other required documents should be sent by each tendering holder of ADSs of OzEmail or such holder's broker, dealer, commercial bank, trust company or other nominee to the U.S. Depositary as follows: The U.S. Depositary for the Offer is: The Bank of New York By Mail: Tender & Exchange Department P.O. Box 11248 Church Street Station New York, New York 10286-1248 By Facsimile Transmission: (for Eligible Institutions Only) (212) 815-6213 By Hand or Overnight Delivery: Tender & Exchange Department 101 Barclay Street Receive and Deliver Window New York, New York 10286 For Confirmation Telephone: (800) 507-9357 Facsimile copies of the Acceptance and Transfer Form, properly completed and duly signed, will be accepted. The Acceptance and Transfer Form, Share certificate(s) (in the case of a holder tendering certificated Shares) and any other dealer required documents should be sent by each tendering holder of Shares of OzEmail or his broker, dealer, commercial bank, trust company or other nominee to the Registry, or if such holder is in the United States, the U.S. Depositary. The Registry for the Offer in Australia is: National Registry Services Pty Limited By Mail: By Facsimile Transmission: By Hand: Reply Paid 85 (02) 9372 6011 Level 1, Grosvenor Place PO Box N460 225 George Street Grosvenor Place Sydney NSW 2000 NSW 1219 Tel: (02) 9372 6060 Any questions or requests for assistance or additional copies of the Offer, the Acceptance and Transfer form, the Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to the Information Agent or the Dealer Manager at their respective telephone numbers and locations listed below. Holders may also contact their broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer. The Information Agent for the Offer in the United States is: MACKENZIE PARTNERS, INC. 156 Fifth Avenue New York, New York 10010 (212) 929-5500 (call collect) or From the United States Call Toll-Free (800) 322-2885 The Financial Advisor to MCI WORLDCOM, Inc. is: Merrill Lynch Level 49, MLC Centre Merrill Lynch World Headquarters 19-29 Martin Place North Tower Sydney NSW 2000 World Financial Center (02) 9226 5342 (call collect) New York, New York 10281-1305 (212) 449-8971 (call collect) The Dealer Manager for the Offer in the United States is: Merrill Lynch Merrill Lynch World Headquarters North Tower World Financial Center New York, New York 10281-1305 (212) 449-8971 (call collect) -----END PRIVACY-ENHANCED MESSAGE-----