About EDGAR Online | Login
 
Enter your Email for a Free Trial:
The following is an excerpt from a 10-Q SEC Filing, filed by WORLDCOM INC /GA/ on 11/14/1997.
Next Section Next Section Previous Section Previous Section
MCI INC - 10-Q - 19971114 - PART_II

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

None

Item 2. Changes in Securities and Use of Proceeds.

On August 19, 1997, in connection with its acquisition of the outstanding shares of McCourt Fiber Network, Inc., which was the holder of the shares of Metropolitan Fiber Systems - McCourt, Inc. not already owned by the Company, the Company issued to shareholders of McCourt Fiber Network, Inc. 846,154 shares of WorldCom Common Stock which total included 812,308 shares issued to David C. McCourt, a member of the WorldCom Board of Directors. In connection with this transaction, the Company relied on an exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act") and Regulation D promulgated thereunder.

On July 1, 1997, in connection with its acquisition of the remaining shares of Gridnet, Inc. that it did not already own, the Company issued 466,000 shares of WorldCom Common Stock to certain minority shareholders of Gridnet, Inc. In connection with this transaction, the Company relied on an exemption from registration contained in
Section 4(2) of the Securities Act and Regulation D promulgated thereunder.

Page 20

Item 3. Defaults upon Senior Securities.

None

Item 4. Submission of Matters to a Vote of Security Holders.

None

Item 5. Other Information.

None

Item 6. Exhibits and Reports on Form 8-K.

A. Exhibits

See Exhibit Index

B. Reports on Form 8-K

(i) Current Report on Form 8-K dated August 5, 1997 (filed August 5, 1997) reporting under Item 5, Other Events, information related to the Company's announcement of the amendment of the Exchange Offers and Consent Solicitations for certain MFS Communications Company, Inc. Notes.

(ii) Current Report on Form 8-K dated August 8, 1997 (filed August 11, 1997) reporting under Item 5, Other Events, information relating to the Company's announcement of the initial acceptance in Exchange Offers and Consent Solicitations for certain MFS Communications Company, Inc. Notes.

(iii) Current Report on Form 8-K dated August 22, 1997 (filed August 25,1997) reporting under Item 5, Other Events, information related to the successful completion of Exchange Offers and Consent Solicitations for certain MFS Communications Company, Inc. Notes.

(iv) Current Report on Form 8-K dated August 28, 1997 (filed September 10, 1997) reporting under Item 9, Sales of Securities Pursuant to Regulation S, information related to the Company's issuance of a total of 988,781 shares of WorldCom common stock pursuant to the acquisition agreement among NLnet Holding B.V., a Netherlands corporation ("NLnet"), the shareholders of NLnet and the holders of options to purchase shares in NLnet, and UUNET Technologies Inc., a wholly owned subsidiary of the Company and WorldCom, in exchange for all of the common stock and options of NLnet, valued at approximately $33.1 million.

(v) Current Report on Form 8-K dated September 7, 1997 (filed September 16, 1997) reporting under Item 5, Other Events, information related to the Company's announcement that it had entered into an Agreement and Plan of Merger to acquire CompuServe Corporation, a Delaware corporation ("CompuServe") from H&R Block, Inc., a Missouri corporation; and the Company's announcement that on September 7, 1997, the Company also entered into a Purchase and Sale Agreement (the "Agreement") with America Online, Inc. ("AOL") and ANS Communications, Inc., a Delaware corporation and a wholly owned subsidiary of AOL ("ANS").

Page 21

BROKERAGE PARTNERS