Amendment #1 to Schedule TO-T

SC TO-T/A 1 dsctota.htm AMENDMENT #1 TO SCHEDULE TO-T Amendment #1 to Schedule TO-T

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d) (1) OR 13(e) (1) OF THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 1)

DIGEX, INCORPORATED

(Name of Subject Company (Issuer))

WORLDCOM, INC.

INTERMEDIA COMMUNICATIONS INC.

BUSINESS INTERNET, INC.

INTERMEDIA INVESTMENT, INC.

(Name of Filing Persons—(Offeror and Other Persons))

CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE

(Title of Class of Securities)

253756 10 0

(CUSIP Number of Class of Securities)

Anastasia D. Kelly

Secretary

WorldCom, Inc.

22001 Loudoun County Parkway

Ashburn, VA 20147

Telephone: (703) 886-5600

(Name, Address and Telephone Number of Person

Authorized to Receive Notice and Communications on Behalf of Filing Person)

COPIES TO:

Steven D. Rubin, Esq.

Weil, Gotshal & Manges LLP

700 Louisiana, Suite 1600

Houston, TX 77002

Telephone: (713) 546-5000

CALCULATION OF FILING FEE*

Transaction Valuation		Amount of Filing Fee

$20,415,568.80		$1,652

For purposes of calculating the filing fee only. The fee is $80.90 per $1,000,000 of the aggregate offering amount (or .00008090 of the aggregate transaction valuation), calculated pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended by Fee Advisory #11 issued by the Commission on February 21, 2003. The amount assumes the purchase of 25,519,461 shares of Class A Common Stock of Digex, Incorporated for a purchase price per share of $0.80 in cash.

Check the box if any part of the fee is offset as provided by Rule 0-11(a) (2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:		$1,652		Filing Party:		WorldCom, Inc.
Form or Registration No.:		Schedule TO		Date Filed:		August 27, 2003

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer:

Check the appropriate boxes below to designate any transactions to which the statement relates:

third-party tender offer subject to Rule 14d-1.

issuer tender offer subject to Rule 13e-4.

going-private transaction subject to Rule 13e-3.

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

(Continued on following pages)

(Page 2 of 11 pages)

CUSIP No.

Class A Common Stock: 253756 10 0

Class B Common Stock: 369385 20 8

13D

Page 2 of 11 Pages

NAME OF REPORTING PERSON:

S.S. OR I.R.S. IDENTIFICATION NO.

OF ABOVE PERSON:

WorldCom, Inc.

58-1521612

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a) [x]

(b) [_]

SEC USE ONLY

SOURCE OF FUNDS:

Class A Common Stock: WC, OO

Class B Common Stock: OO

CHECK BOX IF DISCLOSURE OF LEGAL

PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

[x]

CITIZENSHIP OR PLACE OF ORGANIZATION:

Georgia

NUMBER OF

SOLE VOTING POWER:

Class A Common Stock: 39,350,000⁽¹⁾

Class B Common Stock: 39,350,000⁽²⁾

BENEFICIALLY

OWNED BY

SHARED VOTING POWER:

None

EACH

REPORTING

SOLE DISPOSITIVE POWER:

Class A Common Stock: 39,350,000⁽¹⁾

Class B Common Stock: 39,350,000⁽²⁾

PERSON WITH

SHARED DISPOSITIVE POWER:

Class A Common Stock: 730,995⁽³⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY

REPORTING PERSON:

Class A Common Stock: 40,080,995⁽⁴⁾

Class B Common Stock: 39,350,000⁽²⁾

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:

[_]

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

Class A Common Stock: 61.1%⁽⁴⁾

Class B Common Stock: 100.0%⁽²⁾

TYPE OF REPORTING PERSON:

⁽¹⁾

Includes shares of Class A Common Stock if shares of Class B Common Stock are converted.

⁽²⁾

Represents shares of Class B Common Stock held of record by Intermedia Investment, Inc., a wholly owned subsidiary of Business Internet, Inc., which is a wholly owned subsidiary of Intermedia Communications Inc., which is a directly owned subsidiary of WorldCom.

⁽³⁾

Represents shares of Class A Common Stock issuable upon conversion of 50,000 shares of Series A Convertible Preferred Stock owned directly by HPQ Holdings, LLC, a wholly owned subsidiary of Hewlett-Packard Company, which shares WorldCom has agreed to purchase pursuant to the terms of a Stock Purchase Agreement dated July 23, 2003, by and among WorldCom, Hewlett-Packard and HPQ Holdings. So long as the Stock Purchase Agreement is in effect, HPQ is prohibited from selling or otherwise transferring the Series A Convertible Preferred Stock.

⁽⁴⁾

Includes shares of Class A Common Stock if shares of Class B Common Stock are converted and shares of Class A Common Stock issuable upon conversion of 50,000 shares of Series A Convertible Preferred Stock owned by HPQ Holdings, LLC. See notes (1) and (3) above.

CUSIP No.

Class A Common Stock: 253756 10 0

Class B Common Stock: 369385 20 8

13D

Page 3 of 11 Pages

NAME OF REPORTING PERSON:

S.S. OR I.R.S. IDENTIFICATION NO.

OF ABOVE PERSON:

Intermedia Communications Inc.

59-2913586

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a) [x]

(b) [_]

SEC USE ONLY

SOURCE OF FUNDS:

Class A Common Stock: OO

Class B Common Stock: OO

CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

[x]

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

NUMBER OF

SOLE VOTING POWER:

Class A Common Stock: 39,350,000⁽¹⁾

Class B Common Stock: 39,350,000⁽²⁾

BENEFICIALLY

OWNED BY

SHARED VOTING POWER:

None

EACH

REPORTING

SOLE DISPOSITIVE POWER:

Class A Common Stock: 39,350,000⁽¹⁾

Class B Common Stock: 39,350,000⁽²⁾

PERSON WITH

SHARED DISPOSITIVE POWER:

None

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON:

Class A Common Stock: 39,350,000⁽¹⁾

Class B Common Stock: 39,350,000⁽²⁾

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES:

[_]

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

Class A Common Stock: 60.7%⁽¹⁾

Class B Common Stock: 100.0%⁽²⁾

TYPE OF REPORTING PERSON:

⁽¹⁾

Represents shares of Class A Common Stock if shares of Class B Common Stock are converted.

⁽²⁾

CUSIP No.

Class A Common Stock: 253756 10 0

Class B Common Stock: 369385 20 8

13D

Page 4 of 11 Pages

NAME OF REPORTING PERSON:

S.S. OR I.R.S. IDENTIFICATION NO.

OF ABOVE PERSON:

Business Internet, Inc.

52-1986462

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a) [x]

(b) [_]

SEC USE ONLY

SOURCE OF FUNDS:

Class A Common Stock: OO

Class B Common Stock: OO

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e):

[x]

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

NUMBER OF

SOLE VOTING POWER:

Class A Common Stock: 39,350,000⁽¹⁾

Class B Common Stock: 39,350,000⁽²⁾

BENEFICIALLY

OWNED BY

SHARED VOTING POWER:

None

EACH

REPORTING

SOLE DISPOSITIVE POWER:

Class A Common Stock: 39,350,000⁽¹⁾

Class B Common Stock: 39,350,000⁽²⁾

PERSON WITH

SHARED DISPOSITIVE POWER:

None

AGGREGATE AMOUNT BENEFICIALLY OWNED BY

REPORTING PERSON:

Class A Common Stock: 39,350,000⁽¹⁾

Class B Common Stock: 39,350,000⁽²⁾

CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:

[_]

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

Class A Common Stock: 60.7%⁽¹⁾

Class B Common Stock: 100.0%⁽²⁾

TYPE OF REPORTING PERSON:

⁽¹⁾

Represents shares of Class A Common Stock if shares of Class B Common Stock are converted.

⁽²⁾

Represents shares of Class B Common Stock held of record by Intermedia Investment, Inc., which is a wholly owned subsidiary of Business Internet, Inc.

CUSIP No.

Class A Common Stock: 253756 10 0

Class B Common Stock: 369385 20 8

13D

Page 5 of 11 Pages

NAME OF REPORTING PERSON:

S.S. OR I.R.S. IDENTIFICATION NO.

OF ABOVE PERSON:

Intermedia Investment, Inc.

59-3677137

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a) [x]

(b) [_]

SEC USE ONLY

SOURCE OF FUNDS:

Class A Common Stock: OO

Class B Common Stock: OO

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

[x]

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

NUMBER OF

SOLE VOTING POWER:

Class A Common Stock: 39,350,000⁽¹⁾

Class B Common Stock: 39,350,000

BENEFICIALLY

OWNED BY

SHARED VOTING POWER:

None

EACH

REPORTING

SOLE DISPOSITIVE POWER:

Class A Common Stock: 39,350,000⁽¹⁾

Class B Common Stock: 39,350,000

PERSON WITH

SHARED DISPOSITIVE POWER:

None

AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON:

Class A Common Stock: 39,350,000⁽¹⁾

Class B Common Stock: 39,350,000

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:

[_]

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

Class A Common Stock: 60.7%⁽¹⁾

Class B Common Stock: 100.0%

TYPE OF REPORTING PERSON: CO

⁽¹⁾

Represents shares of Class A Common Stock if shares of Class B Common Stock are converted.

SCHEDULE TO

This Amendment No. 1 (this “Amendment”) amends and/or supplements the Tender Offer Statement and Schedule 13E-3 Transaction Statement on Schedule TO (the “Schedule TO”), filed on August 27, 2003 by WorldCom, Inc., a Georgia Corporation (“MCI”), Intermedia Communications Inc., a Delaware corporation and subsidiary of MCI (“Intermedia”), Business Internet, Inc., a Delaware corporation and wholly owned subsidiary of Intermedia (“Business Internet”), and Intermedia Investment, Inc., a Delaware corporation and wholly owned subsidiary of Business Internet (“Intermedia Investment”). The Schedule TO, along with this Amendment, relates to the offer by MCI to purchase all of the outstanding shares of Class A Common Stock, par value $.01 per share (the “Class A Common Stock”), of Digex, Incorporated (“Digex”), at a price of $0.80 per share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 27, 2003, as amended (the “Offer to Purchase”), a copy of which is attached hereto as Exhibit (a)(1), and in the related Letter of Transmittal (which, together with any supplements or amendments, collectively constitute the “Offer”). The item numbers and responses thereto below are in accordance with the requirements of Schedule TO. Any capitalized term used and not otherwise defined herein has the meaning given to such term in the Offer to Purchase.

The information set forth in the Offer to Purchase and the related Letter of Transmittal is expressly incorporated herein by reference in response to all Items of this Amendment, including without limitation all of the information required by Schedule 13E-3 that is not included in or covered by the items in the Schedule TO, except as set forth below. In addition, the information set forth in Items 1 through 13 of the Schedule TO are incorporated herein by reference with respect to Items 1 through 13 of this Amendment, except those Items as to which information specifically provided herein is relevant, in which case the information contained in the Schedule TO is incorporated herein by reference in partial answer to those Items unless otherwise noted hereto.

For the purpose of this Amendment, all references to the Offer to Purchase that are expressly set forth in this Amendment or incorporated herein by reference from other documents specifically refer to the Offer to Purchase dated August 27, 2003, as amended, unless otherwise stated herein.

This Amendment also constitutes the amendment to the Schedule 13E-3 and the Schedule 13D/A filed by and on behalf of MCI, Intermedia, Business Internet and Intermedia Investment.

ITEM 4.

TERMS OF THE TRANSACTION.

Item 4(a) of the Schedule TO is hereby amended and supplemented by adding the following thereto:

The information set forth in the Offer to Purchase under the title “THE TENDER OFFER—11. Certain Conditions to the Offer” is incorporated herein by reference.

ITEM 11.

ADDITIONAL INFORMATION.

Item 11(b) of the Schedule TO is hereby amended and supplemented by adding the following thereto:

On September 23, 2003, the Offer to Purchase was amended. Also on September 23, 2003, MCI extended the Offer until 5:00 p.m., New York City time, on Friday, October 3, 2003. The text of a press release issued by MCI and Digex on September 23, 2003 announcing the extension of the Offer and the filing of amended materials with the SEC is attached hereto as Exhibit (a)(2) and is incorporated herein by reference.

ITEM 12.

EXHIBITS.

(a)(1)

Offer to Purchase, dated August 27, 2003, as amended on September 23, 2003.

(a)(2)

Text of press release issued by MCI and Digex, dated September 23, 2003, announcing the extension of the Offer and the filing of amended materials relating to the Offer.

SIGNATURE

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: September 23, 2003

WORLDCOM, INC.

By:		/s/ Anastasia D. Kelly

Name:		Anastasia D. Kelly
Title:		Executive Vice President, General Counsel and Secretary

SIGNATURE

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: September 23, 2003

INTERMEDIA COMMUNICATIONS INC.

By:		/s/ Anastasia D. Kelly

Name:		Anastasia D. Kelly
Title:		Secretary

SIGNATURE

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: September 23, 2003

BUSINESS INTERNET, INC.

By:		/s/ Anastasia D. Kelly

Name:		Anastasia D. Kelly
Title:		Secretary

SIGNATURE

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: September 23, 2003

INTERMEDIA INVESTMENT, INC.

By:		/s/ Anastasia D. Kelly

Name:		Anastasia D. Kelly
Title:		Secretary

EXHIBIT INDEX

EXHIBIT NO.		DESCRIPTION

(a)(1)		Offer to Purchase, dated August 27, 2003, as amended on September 23, 2003.

(a)(2)		Text of press release issued by MCI and Digex, dated September 23, 2003, announcing the extension of the Offer and the filing of amended materials relating to the Offer.