-----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, ABGwT8a9BYeB4FqX0cKbshmY6seFgrCI4nYULJijjr0EGjqimpjkSlwI6JkFou5f V+R1dt9uH1w2UQmL93YdnA== 0000950138-99-000009.txt : 19990217 0000950138-99-000009.hdr.sgml : 19990217 ACCESSION NUMBER: 0000950138-99-000009 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990120 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 SEC ACT: SEC FILE NUMBER: 005-48161 FILM NUMBER: 99508772 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 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 14D1/A 1 AMENDMENT NO. 1 TO SCHEDULE 14D-1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- AMENDMENT NO. 1 to SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND AMENDMENT NO. 2 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 9 pages Exhibit Index is located on page 8. ================================================================================ Amendment No. 1 to 14D-1 CUSIP NO. 692674104 Page 2 of 9 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. 1 to 14D-1 CUSIP NO. 692674104 Page 3 of 9 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. 1 to 14D-1 CUSIP NO. 692674104 Page 4 of 9 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. 1 to 14D-1 CUSIP NO. 692674104 Page 5 of 9 Pages This Statement amends and supplements the combined Tender Offer Statement on Schedule 14D-1 and Amendment No. 1 to Schedule 13D (the "Schedule 14D-1") filed with the Securities and Exchange Commission on January 7, 1999 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 10. ADDITIONAL INFORMATION. Items 10(b) and (f) are hereby amended and supplemented by the addition of the following paragraphs thereto: The first and second paragraphs of the Subsection entitled "Minimum and Other Conditions" which is contained in the Section entitled "Summary of Offer" of the Offer to Purchase is hereby amended and restated in its entirety to read as follows: The Offer is conditional upon, among other things, Purchaser being entitled at the Expiration Date to not less than 90% of the Shares (including Shares represented by ADSs) and either: (i) three-quarters of the offerees have at the Expiration Date disposed of to Purchaser (whether by accepting the Offer or otherwise) the Shares or Shares represented by ADSs subject to acquisition that were held by them, or (ii) at least three-quarters of the persons who were registered as the holders of Shares or Shares represented by ADSs immediately before December 24, 1998 (Sydney, Australia time) are not so registered at the end of one month after the end of the offer period (the "Minimum Condition"). If the Minimum Condition is met, Purchaser will be entitled after the conclusion of the offer to acquire by compulsory acquisition any of the Shares (including Shares represented by ADSs) that were not tendered pursuant to the Offer. Under the Australian Corporations Law, the method of application of the Minimum Condition to shares represented by ADSs is untested. The ASIC has agreed that for purposes of computing the number of offerees, Purchaser must count only the registered holders of fully paid ordinary shares of OzEmail. Purchaser need not count registered holders of ADSs or any persons on whose behalf registered holders of ADSs hold ADSs. The second paragraph of Section 1.2 ("Conditions; Waiver") of the Offer to Purchase is hereby amended and restated in its entirety to read as follows: Under the Australian Corporations Law, the method of application of the Minimum Condition to shares represented by ADSs is untested. The ASIC has agreed that for purposes of computing the number of offerees, Purchaser must count only the registered holders of fully Amendment No. 1 to 14D-1 CUSIP NO. 692674104 Page 6 of 9 Pages paid ordinary shares of OzEmail. Purchaser need not count registered holders of ADSs or any persons on whose behalf registered holders of ADSs hold ADSs. On January 19, 1999 (Sydney time), Purchaser was advised by the Australian Foreign Investment Review Board ("FIRB") that it has no objection to the Offer, and therefore the condition to the offer requiring FIRB approval described in Section 15 of the Offer to Purchase has been satisfied. A copy of the News Release dated January 20, 1999 (Jackson, MS time), issued by Parent is attached as Exhibit (a)(11) hereto and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 of the original Schedule 14D-1 is hereby amended and supplemented by the addition of the following paragraph thereto: (a)(11) News Release dated January 20, 1999 (Jackson, MS time), issued by Parent. Amendment No. 1 to 14D-1 CUSIP NO. 692674104 Page 7 of 9 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 20, 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. 1 to 14D-1 CUSIP NO. 692674104 Page 8 of 9 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. (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). (d) [Not applicable.] Amendment No. 1 to 14D-1 CUSIP NO. 692674104 Page 9 of 9 Pages (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)(11) 2 NEWS RELEASE DATED JANUARY 20, 1999 Exhibit (a)(11) MCI WORLDCOM, Inc. CONTACT: For Media: For Investors: Jim Monroe Gary Brandt MCI WorldCom MCI WorldCom +1 202 887 2241 +1 601 360 8544 PRESS RELEASE -------------------------------- MCI WORLDCOM, INC. ANNOUNCES ASIC CLARIFICATION AND FIRB APPROVAL IN CONNECTION WITH THE TENDER OFFER FOR ALL OF THE ORDINARY SHARES AND ADSs OF OZEMAIL LIMITED JACKSON, Miss., January 20, 1999-MCI WORLDCOM, Inc. (Nasdaq:WCOM) today announced that the Australian Securities and Investments Commission ("ASIC") has agreed to a modification to the Australian Corporations Law. Such modification clarifies the manner of determining how the compulsory acquisition process will work with respect to the tender offer bid for OzEmail Limited by UUNET Holdings Australia Pty Limited ("UUNET Australia"), MCI WorldCom's newly formed subsidiary. As a result of the ASIC modification, if UUNET Australia is entitled to 90% or more of the OzEmail ordinary shares at the conclusion of the offer, it may then acquire any other shares (including shares represented by American Depositary Shares ("ADSs")) not tendered in the offer if 75% or more of registered holders of ordinary shares accept the offer. UUNET Australia's offer for OzEmail is conditional upon, among other things, UUNET Australia being entitled at the expiration of the offer to not less than 90% of the OzEmail ordinary shares (including shares represented by ADSs) and either: (i) three-quarters of the offerees have at the expiration date disposed of to UUNET Australia (whether by accepting the offer or otherwise) the ordinary shares (or shares represented by ADSs) subject to acquisition that were held by them, or (ii) at least three-quarters of the persons who were registered as the holders of ordinary shares (or shares represented by ADSs) immediately before December 24, 1998 (Sydney, Australia time) are not so registered at the end of one month after the end of the offer period (the "Minimum Condition"). If the Minimum Condition is met, UUNET Australia will be entitled after the conclusion of the offer to acquire by compulsory acquisition any of the shares (including shares represented by ADSs) that were not tendered pursuant to the offer. Under the Australian Corporations Law, the method of application of the Minimum Condition to shares represented by ADSs is untested. The ASIC has agreed that for purposes of computing the number of offerees, UUNET Australia must count only the registered holders of fully paid ordinary shares of OzEmail. UUNET Australia need not count registered holders of ADSs or any persons on whose behalf registered holders of ADSs hold ADSs. Also, UUNET Australia has been advised by the Australian Foreign Investment Review Board ("FIRB") that it has no objection to the cash offer for OzEmail Limited by UUNET Australia, and therefore the condition to the offer requiring FIRB approval has been satisfied. UUNET Australia has commenced a cash tender offer for all ordinary shares of OzEmail Limited, an Australian corporation, including all outstanding ADSs represented by American Depositary Receipts, at US$2.20 per ordinary share (US$22.00 per ADS). The tender offer and withdrawal rights are scheduled to expire at 1:00 A.M., New York City time, on Tuesday, February 9, 1999 and at 5:00 P.M., Sydney time, on Tuesday, February 9, 1999, unless the offer is extended in accordance with the procedures set forth in the Offer to Purchase dated January 8, 1999 (Sydney time) (January 7, 1999, New York time). Merrill Lynch is acting as the Dealer Manager in the United States and MacKenzie Partners, Inc. is acting as the Information Agent in connection with the offer. The Offer to Purchase, the Part A Statement attached thereto and the related Acceptance and Transfer Form and Letter of Transmittal relating to the offer may be obtained by calling MacKenzie Partners, Inc. collect at (212) 929-5500 or toll free at (800) 322-2885. MCI WorldCom is a global communications company with revenue of more than US$30 billion and established operations in over 65 countries encompassing the Americas, Europe and the Asia-Pacific regions. MCI WorldCom is a premier provider of facilities-based and fully integrated local, long distance, international and Internet services. MCI WorldCom's global networks, including its state-of-the-art pan-European network and transoceanic cable systems, provide end-to-end high-capacity connectivity to more than 38,000 buildings worldwide. For more information on MCI WorldCom, visit the World Wide Web at http://www.mciworldcom.com or http://www.wcom.com. -----END PRIVACY-ENHANCED MESSAGE-----