-----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, Kt3wEq3AVxDm2Ku6LP1I/3OaNeRPVl34HRrTPbDZ1XZtiH7WVJs7HFh8dA+vJ9I2 eCICM3DrhM/4nen/dLB2lA== 0001181431-05-028649.txt : 20050518 0001181431-05-028649.hdr.sgml : 20050518 20050518115120 ACCESSION NUMBER: 0001181431-05-028649 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050517 FILED AS OF DATE: 20050518 DATE AS OF CHANGE: 20050518 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MCI INC CENTRAL INDEX KEY: 0000723527 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 581521612 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 500 CLINTON CENTER DRIVE CITY: CLINTON STATE: MS ZIP: 39056 BUSINESS PHONE: 6014605600 FORMER COMPANY: FORMER CONFORMED NAME: MC INC DATE OF NAME CHANGE: 20040420 FORMER COMPANY: FORMER CONFORMED NAME: WORLDCOM INC DATE OF NAME CHANGE: 20000501 FORMER COMPANY: FORMER CONFORMED NAME: MCI WORLDCOM INC DATE OF NAME CHANGE: 19980914 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Eli Acquisition, LLC CENTRAL INDEX KEY: 0001324081 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10415 FILM NUMBER: 05840668 BUSINESS ADDRESS: STREET 1: 1095 AVENUE OF THE AMERICAS STREET 2: ROOM 3877 CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-395-1370 MAIL ADDRESS: STREET 1: 1095 AVENUE OF THE AMERICAS STREET 2: ROOM 3877 CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VERIZON COMMUNICATIONS INC CENTRAL INDEX KEY: 0000732712 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10415 FILM NUMBER: 05840669 BUSINESS ADDRESS: STREET 1: 1095 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2123952121 MAIL ADDRESS: STREET 1: 1095 AVE OF THE AMERICAS STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER NAME: FORMER CONFORMED NAME: BELL ATLANTIC CORP DATE OF NAME CHANGE: 19920703 4 1 rrd78618.xml FORM 4 X0202 4 2005-05-17 0 0000723527 MCI INC MCIP 0000732712 VERIZON COMMUNICATIONS INC 1095 AVENUE OF THE AMERICAS NEW YORK NY 10036 0 0 1 0 0001324081 Eli Acquisition, LLC 1095 AVENUE OF THE AMERICAS NEW YORK NY 10036 0 0 1 0 Common Stock, par value $0.01 per share 2005-05-17 4 P 0 43447684 1120689085 A 43447684 D Common Stock, par value $0.01 per share 2005-05-17 4 P 0 43447684 1120689085 A 43447684 I See footnote Shares beneficially owned by Eli Acquistion, LLC. Shares beneficially owned by Verizon Communications Inc. Eli Acquisition, LLC is a wholly-owned subsidiary of Verizon Communications Inc. Due to Verizon Communications Inc.'s direct ownership of Eli Acquisition, LLC, each may be deemed to beneficially own shares of MCI, Inc.'s common stock. Verizon Communications Inc. does not have any interest in shares of MCI Inc.'s common stock independent of its ownership interest in Eli Acquisition, LLC. Eli Acquisition, LLC does not own any other shares of MCI, Inc. other than as stated on this Form 4. Shares held in trust by Richard L. Thornburgh, as Trustee, for the exclusive benefit of Verizon Communications Inc. and Eli Acquisition, LLC as sole beneficiaries, pursuant to the terms of the Trust Agreement, dated as of May 11, 2005, among Verizon Communications Inc., Eli Acquisition, LLC and Richard L. Thornburgh. Verizon Communications Inc. and Eli Acquisition, LLC are also obligated to pay an adjustment amount per share of common stock, payable on the first business day prior to the one-year anniversary of the stock purchase agreement with respect to the shares of common stock, equal to 0.7241 times the amount, if any, by which the price of Verizon Communications Inc.'s common stock then exceeds $35.52 per share (measured over a 20-day period). /s/ Verizon Communications Inc. -Marianne Drost- Senior Vice President, Deputy General Counsel and Corporate Secretary 2005-05-18 /s/ Eli Acquisition, LLC -Marianne Drost- Vice President and Secretary 2005-05-18 -----END PRIVACY-ENHANCED MESSAGE-----