-----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, ReQPWCDTXwunh4jlASyTtZ6t1V+AqVZGgm7CgMD1mdoURSPiKuuWcPilhFC+ogIe 1xOWYZQWMthoNyvbd+zXrA== 0000950138-99-000036.txt : 19990215 0000950138-99-000036.hdr.sgml : 19990215 ACCESSION NUMBER: 0000950138-99-000036 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990212 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: 99537384 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. 7 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- AMENDMENT NO. 6 to SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND AMENDMENT NO. 7 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. 7 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. 7 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. 7 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. 7 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 filed with the Securities and Exchange Commission on January 7, 1999, which was amended on January 20, 1999, January 27, 1999, February 2, 1999, February 3, 1999, February 9, 1999 and February 12, 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 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER. See below. ITEM 10. ADDITIONAL INFORMATION. Items 5 and 10(f) are hereby amended and supplemented by the following: The Summary of Offer, Section 1.2 ("Terms of the Offer - Conditions; Waiver"), Section 11.1 ("Purpose of the Offer; Plans for OzEmail - Intention to Compulsorily Acquire") and Section 14 ("Certain Conditions of the Offer") of the Offer to Purchase hereof supplemented by adding the following: "On February 12, 1999 (New York City time), Parent and Purchaser announced the waiver of the 75% condition of the Offer. Therefore, the Offer is no longer conditioned upon the Purchaser being entitled at the expiration date of the Offer to either: (A) 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 (B) at least three-quarters of the persons who were registered as the holders of Shares or Shares represented by ADSs immediately before the day on which the Part A Statement was served on OzEmail are not so registered at the end of one month after end of the Offer Period (together, the "75% Test"). A copy of the press release announcing the waiver of the 75% Test is filed as Exhibit (a)(19) hereto, and is incorporated herein by reference. As a result, the Offer is no longer conditioned on the portion of the condition referred to in Section 14(i) of the Offer to Purchase and set out in Section 1.2(i)(A) and Section 1.2(i)(B), known as the 75% Test; the Offer remains conditioned on the portion of the condition referred to in Section 14(i) and set out in Section 1.2(i), known as the 90% condition. Under the Corporations Law, however, in order for the Purchaser to become entitled to compulsorily acquire the Shares not tendered in the Offer (including Shares represented by ADSs), Purchaser must be entitled to not less than 90% of all Shares (including Shares represented by ADS) and either of the two parts of the 75% Test must be satisfied." "On 12 February, 1999 (Sydney, Australia time), the Australian Securities and Investments Commission granted a modification to the Corporations Law to allow for the waiver of the 75% Test in this Offer." Amendment No. 7 to 14D-1 CUSIP NO. 692674104 Page 6 of 9 Pages ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended and supplemented by the addition of the following paragraph thereto: "(a)(19) News Release dated February 12, 1999 (Jackson, MS time), issued by Parent." 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. 7 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: February 12, 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. 7 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. *(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). *(a)(17) News Release dated February 11, 1999 (Jackson, MS time), issued by Parent. *(a)(18) News Release dated February 11, 1999 (Jackson, MS time), issued by Parent. (a)(19) News Release dated February 12, 1999 (Jackson, MS time), issued by Parent. Amendment No. 7 to 14D-1 CUSIP NO. 692674104 Page 9 of 9 Pages (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.] (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)(19) 2 PRESS RELEASE Exhibit (a)(19) 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 ANNOUNCES WAIVER OF 75% CONDITION OF THE TENDER OFFER FOR ORDINARY SHARES AND ADSs OF OZEMAIL LIMITED JACKSON, Miss., February 12, 1999-MCI WORLDCOM, Inc. (Nasdaq:WCOM) today announced that it is waiving one of the conditions included in 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). Prior to the waiver of this condition, UUNET Australia's offer for OzEmail was 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 75% of either the offerees or registered holders on December 23, 1998 (Sydney time) having accepted the offer (the "Minimum Condition"). The Minimum Condition now consists solely of the requirement that UUNET Australia is entitled at the expiration of the offer to not less than 90% of the OzEmail ordinary shares (including shares represented by ADSs). The waiver was effected pursuant to a modification granted by the Australian Securities and Investments Commission. Although the 75% test of the Minimum Condition has been waived for purposes of the offer, under the Australian Corporations Law, both the 90% test and the 75% test must be satisfied in order for UUNET Australia to proceed with the compulsory acquisition of the remaining shares of OzEmail. UUNET Australia believes that it has satisfied and, absent changes or withdrawals, it will satisfy, the 75% test of the Minimum Condition. The 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), and withdrawal rights are scheduled to expire at 1:00 A.M., New York City time, on Wednesday, February 24, 1999 and at 5:00 P.M., Sydney time, on Wednesday, February 24, 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. 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 leader in communications services with 1998 revenues 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 40,000 buildings worldwide. For more information on MCI WorldCom, visit the World Wide Web at http://www.wcom.com. -----END PRIVACY-ENHANCED MESSAGE-----