-----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, E9kLh/oC4lk31++QZwP+vLjMo15dAR536Ql3B7hr7P090DxT3ZhYMqn1sHzAXWWO of/AYTj6B0yDn6KgtiOrxA== 0000950138-99-000028.txt : 19990210 0000950138-99-000028.hdr.sgml : 19990210 ACCESSION NUMBER: 0000950138-99-000028 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990209 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OZEMAIL LTD CENTRAL INDEX KEY: 0001013742 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-48161 FILM NUMBER: 99525930 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: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [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. 6 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- AMENDMENT NO. 5 to SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND AMENDMENT NO. 6 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. 5 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. 5 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. 5 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. 5 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, January 27, 1999, February 2, 1999 and February 3, 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 10. ADDITIONAL INFORMATION. Items 10(f) is hereby amended and supplemented by the following: "On February 8, 1999 (New York City time), Parent and Purchaser announced that the expiration date for the Offer has been extended to 1:00 A.M., New York City time, on Wednesday, 24 February, 1999 and at 5:00 P.M., Sydney time, on Wednesday, 24 February, 1999. Copies of the press release and letter to shareholders announcing the extension are filed as Exhibit (a)(14) and Exhibit (a)(15) hereto, respectively, and are incorporated herein by reference." "On February 9, 1999 (Sydney time), Purchaser filed a Notice of Variation of Offer pursuant to Section 657 of the Corporations Law with the Australian Stock Exchange amending the Offer to extend the expiration date to 1:00 A.M., New York City time, on Wednesday, 24 February, 1999 and at 5:00 P.M., Sydney time, on Wednesday, 24 February, 1999. A copy of the notice is filed as Exhibit (a)(16) hereto and is 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)(14) News Release dated February 8, 1999 (Jackson, MS time), issued by Parent." "(a)(15) Letter from Parent to Shareholders/ADS holders dated 9 February, 1999 (Sydney, Australia time)." "(a)(16) Notice of Variation pursuant to Section 657 of the Corporations Law in the form filed by Purchaser with the Australian Stock Exchange on 9 February, 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. 5 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: February 9, 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 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). *(a)(13) Notice pursuant to Section 663(3) of the Corporation Law in the form filed by Purchaser with the Australian Stock Exchange on February 1, 1999. (a)(14) News Release dated February 8, 1999 (Jackson, MS time), issued by Parent. (a)(15) Letter from Parent to Shareholders/ADS holders dated 9 February, 1999 (Sydney, Australia time). (a)(16) Notice of Variation pursuant to Section 657 of the Corporation Law in the form filed by Purchaser with the Australian Stock Exchange on 9 February, 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 Amendment No. 5 to 14D-1 CUSIP NO. 692674104 Page 8 of 8 Pages 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.] (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)(14) 2 PRESS RELEASE Exhibit (a)(14) MCI WORLDCOM, Inc. CONTACT: For Media: For Investors: Robin Halter Gary Brandt MCI WorldCom MCI WorldCom +1 202 887 2460 +1 601 360 8544 PRESS RELEASE --------------------------- MCI WORLDCOM, INC. ANNOUNCES EXTENSION OF THE EXPIRATION DATE OF THE TENDER OFFER FOR ORDINARY SHARES AND ADSs OF OZEMAIL LIMITED JACKSON, Miss., February 8, 1999-MCI WORLDCOM, Inc. (Nasdaq:WCOM) today announced that it is extending the expiration date of the cash tender offer, through its subsidiary UUNET Holdings Australia Pty Limited ("UUNET Australia"), to acquire all the ordinary shares (including shares represented by American Depositary Shares ("ADSs")) of OzEmail Limited (Nasdaq: OZEMY, ASX: OZM) to 1:00 A.M., New York City time, on Wednesday, 24 February, 1999 and at 5:00 P.M., Sydney time, on Wednesday, 24 February, 1999. MCI WorldCom noted that the other terms and conditions of the tender offer remained unchanged. UUNET Australia has been advised by the registry and the depositary for the offer that as of approximately 8:00 p.m., New York City time, on this date, 79,160,448 ordinary shares and 39,013,728 ordinary shares represented by ADSs and/or subject to guarantees of delivery have been validly tendered and not withdrawn which, together with the 21,863,174 ordinary shares already owned by UUNET, represent approximately 94% of the number of shares outstanding. Approximately 61% of the offerees who were registered holders of ordinary shares have tendered and not withdrawn their acceptances. UUNET Australia has commenced a cash tender offer for all ordinary shares of OzEmail Limited, including all outstanding ADSs represented by American Depositary Receipts, at US$2.20 per ordinary share (US$22.00 per ADS). As extended, the tender offer and withdrawal rights are now scheduled to expire at 1:00 A.M., New York City time, on Wednesday, 24 February, 1999 and at 5:00 P.M., Sydney time, on Wednesday, 24 February, 1999. 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. Sitel Corporation is assisting in contacting holders of ordinary shares in Australia to ascertain whether they have received the tender offer documentation and require assistance to understand and complete the documentation. 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. EX-99.(A)(15) 3 SHAREHOLDERS LETTER Exhibit (a)(15) 9 February, 1999 IMPORTANT NOTICE TO ALL SHAREHOLDERS/ADS HOLDERS OF OZEMAIL LIMITED Dear Shareholder/ADS holder, MCI WORLDCOM HAS RECEIVED ACCEPTANCES TOTALLING 94% OF OZEMAIL 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. The scheduled expiration date for the offer was 9 February, 1999. As at the close of business New York time on 8 February 1999, MCI WORLDCOM, Inc. had been advised by the Registry and the U.S. Depositary that they had received valid acceptances from shareholders holding 140,037,350 shares (including 39,013,728 shares represented by ADSs), which together with the 21,863,174 shares already owned by the Purchaser, represented approximately 94% of OzEmail. In addition, approximately 61% of the offerees who were registered holders of ordinary shares had tendered and not withdrawn their acceptances. To enable shareholders and ADR holders a further chance to accept, MCI WORLDCOM has extended the offer. The offer and withdrawal rights are now scheduled to expire at 5:00 P.M., Sydney time and 1:00 A.M., New York City time, on 24 February, 1999. The other terms and conditions of the offer remain unchanged. WE URGE YOU TO ACCEPT THE OFFER AS SOON AS POSSIBLE. 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 to Purchase 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 515 East Amite Street Jackson, MS 39201 601 360 8600 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) EX-99.(A)(16) 4 NOTICE OF VARIATION OF OFFER Exhibit (a)(16) A copy of this Notice was registered on 9 February 1999 by the Australian Securities and Investments Commission ('ASIC'). The ASIC takes no responsibility as to the contents of this Notice. UUNET HOLDINGS AUSTRALIA PTY LIMITED ACN 085 531 684 Registered office: 44 Martin Place, Sydney, New South Wales 2000 Australia NOTICE OF VARIATION OF OFFER PURSUANT TO SECTION 657 OF THE CORPORATIONS LAW TO OzEmail Limited (ACN 066 387 157) ('OzEmail') AND TO Each holder of Ordinary Shares in OzEmail and to each holder of American Depositary Shares in OzEmail to whom an Offer dated January 8, 1999 (Sydney time)(January 7, 1999, New York time)('Offer') was made and to which a Part A Statement dated 22 December 1998 served on OzEmail relates. UUNET Holdings Australia Pty Limitd ('UUNET') gives notice under section 657 of the Corporations Law that it varies the Offer and accompanying documents by: (a) extending the period during which the Offer remains open for acceptance until 1:00 am (New York time) on Wednesday, February 24, 1999 and until 5:00 pm (Sydney time) on Wednesday, February 24, 1999; (b) on the front cover of the Offer, varying the date referred to from 'Tuesday, February 9, 1999' to 'Wednesday, February 24, 1999'; (c) on the first page of the booklet containing the Offer and Part A Statement, in the letter from the Vice Chairman of MCI WORLDCOM, INC., John W. Sidgmore, in the last sentence, varying the date referred to from 'Tuesday, February 9, 1999' to 'Wednesday, February 24, 1999'; (d) on page 1 of the Offer, lines 15-16, varying the date referred to from 'Tuesday, February 9, 1999' to 'Wednesday, February 24, 1999'; (e) on page 4 of the Offer, in the section entitled 'Expiration Date', varying the date referred to from 'Tuesday, February 9, 1999' to 'Wednesday, February 24, 1999'; (f) on page 8 of the Offer, in paragraph 1.1, in the definition of 'Expiration Date', varying the date referred to from 'Tuesday February 9, 1999' to 'Wednesday, February 24, 1999'; (g) on page 46 of the Offer, in the definition of 'Expiration Date', varying the date referred to from 'Tuesday, February 9, 1999' to 'Wednesday, February 24, 1999'; (h) on page 47 of the Offer, varying the date referred to in the definition of 'Offer Period' from 'Tuesday, February 9, 1999' to 'Wednesday, February 24, 1999'; (i) on page 2 of the Part A Statement, in paragraph 2, varying the date referred to from '9 February, 1999' to 'Wednesday, February 24, 1999'; (j) on the first page of the Acceptance and Transfer Form, varying the date referred to from 'Tuesday, February 9, 1999' to 'Wednesday, February 24, 1999'; and (k) on the first page of the Letter of Transmittal, varying the date referred to from 'Tuesday, February 9, 1999' to 'Wednesday, February 24, 1999'. DATE 9 February 1999 SIGNED on behalf of UUNET by Leigh Robert Brown, being a director of UUNET authorised to sign this Notice by a resolution passed by the directors of UUNET. /s/ LEIGH ROBERT BROWN - ----------------------------- Leigh Robert Brown - Director UUNET -----END PRIVACY-ENHANCED MESSAGE-----