WPC 2 ZB0 HP LaserJet 4Si/4Si MXHPPCL5EXN\  PXP sL  LL #NL\  PNP#X0Í ÍX0Í ÍҫXN\  PXP&a0 Z 6Times New Roman RegularXNL\  PNP&a0 Z 6Times New Roman RegularNXN\  PXP&a0 Z 6Times New Roman RegularXVM\  PVP&a0 Z 6Times New Roman RegularVXN\  PXP&a0 Z 6Times New Roman RegularXNL\  PNP&a0 Z 6Times New Roman RegularNNL\  PNP&a0 Z 6Times New Roman RegularNNL\  PNP&a0 Z 6Times New Roman RegularNNL\  PNP&a0 Z 6Times New Roman RegularNNL\  P NP&a0 Z 6Times New Roman RegularNNL\  P NP&a0 Z 6Times New Roman RegularNNL\  P NP&a0 Z 6Times New Roman RegularNNL\  P NP&a0 Z 6Times New Roman RegularNNL\  P NP&a0 Z 6Times New Roman RegularNNL\  PNP&a0 Z 6Times New Roman RegularNNL\  PNP&a0 Z 6Times New Roman RegularNNL\  PNP&a0 Z 6Times New Roman RegularNNL\  PNP&a0 Z 6Times New Roman RegularNNL\  PNP&a0 Z 6Times New Roman RegularNNL\  PNP&a0 Z 6Times New Roman RegularNNL\  PNP&a0 Z 6Times New Roman RegularNNL\  PNP&a0 Z 6Times New Roman RegularNNL\  PNP&a0 Z 6Times New Roman RegularNNL\  PNP&a0 Z 6Times New Roman RegularN23|xX0Í ÍX0Í ÍҊ@-  -@  X8Í ÍX8Í Í#XN\  PXP#ц( Before the FEDERAL COMMUNICATIONS COMMISSION "Washington, D.C. 20554 ă In the Matter of{ { !++&+0) # # { { !++&+0) #VM\  PVP#Applications of WorldCom, Inc. and +0) MCI Communications Corporation for+0)335CC Docket No. 97211 Transfer of Control of MCI Communications 0) Corporation to WorldCom, Inc.++&+0) To:The Commission f AMENDMENT TO APPLICATIONS OF WORLDCOM, INC. FOR TRANSFER OF CONTROL OF MCI COMMUNICATIONS CORPORATION #XN\  PXP# s,#҇MCI COMMUNICATIONS CORPORATION Michael H. Salsbury Mary L. Brown Larry A. Blosser MCI COMMUNICATIONS ! CORPORATION 1801 Pennsylvania Ave., N.W. Washington, D.C. 200063606 (202) 8721600 Dated:November 21, 1997 WORLDCOM, INC.  Andrew D. Lipman Jean L. Kiddoo SWIDLER & BERLIN, CHTD. 3000 K Street, N.W., Suite 300 Washington, D.C. 20007 (202) 4247500 Catherine R. Sloan Robert S. Koppel WORLDCOM, INC. 33> 1120 Connecticut Ave., N.W.!!HWashington, D.C. 20036 (202) 7761550    #NL\  PNP#( Before the FEDERAL COMMUNICATIONS COMMISSION #"Washington, D.C. 20554ă In the Matter of{ { !++&+0) # # { { !++&+0) Applications of WorldCom, Inc. and ++&+0) MCI Communications Corporation for+0)335CC Docket No. 97211 Transfer of Control of MCI Communications 0) Corporation to WorldCom, Inc. sLsL #NL\  PNP#Ѝ# # To reflect this Amendment, WorldCom and MCI respectfully request that the Commission modify the caption of this proceeding as indicated to reflect both WorldCom, Inc. and MCI Communications Corporation as Applicants, and to delete reference to the Voting Trustee and the Request for Special Temporary Authority, which are no longer pertinent to the Applications.++&+0) # # { { !++&+0) To:The Commission AMENDMENT TO APPLICATIONS OF WORLDCOM, INC. FOR TRANSFER OF CONTROL OF MCI COMMUNICATIONS CORPORATIONă   WorldCom, Inc. ( WorldCom), the Applicant in the abovecaptioned proceeding, and MCI Communications Corporation ( MCI) (collectively hereafter the Joint Applicants), by their undersigned counsel, hereby amend the applications filed by WorldCom on October 1, 1997 to: (1) withdraw WorldComs Step I transfer applications, and the related request for Special Temporary Authority ( STA), filed by WorldCom to transfer, on a temporary interim basis, MCI shares to an independent voting trustee; and (2) substitute MCI for the Voting Trustee as the transferor in WorldComs Step II transfer applications so that those applications will now seek approval for a single, onestep transfer of control of MCI to WorldCom. These amendments are necessitated by changed circumstances. On November 9, 1997, WorldCom and MCI agreed to a merger of the two companies pursuant to which MCI will become a whollyowned subsidiary of WorldCom. As a result, WorldCom will not pursue the Exchange Offer for MCI which was contemplated when WorldCom filed its applications on October 1, 1997. The Merger Agreement reflects the firm belief of both WorldCom and MCI that the companies customers, shareholders, and employees, and telecommunications consumers generally, will realize substantial benefits from the merger. The merger will give MCI WorldCom sLsL #NL\  PNP#Ѝ# # The Agreement and Plan of Merger contemplates that WorldCom will be renamed MCI WorldCom following the merger, and that its MCI subsidiaries will retain their current names. enhanced capabilities in the form of capital, marketing ability, and stateoftheart networks to compete more effectively with incumbent monopoly and dominant carriers both domestically and abroad. More specifically, the combined company is the industry leader in building competitive local facilities to meet the needs of residential and business customers. At closing, MCI WorldCom will have local facilities in over 100 markets. With an existing national long distance customer base in residential and business markets, MCI WorldCom will seek to provide its customers with a comprehensive array of local, long distance, data, wireless, and international telecommunications services. The combined company intends to move as aggressively as regulatory conditions permit to offer competitive choices to consumers and business customers. Combining the assets, expertise, and entrepreneurial spirit with the existing customer base MCI and WorldCom represents the most significant step toward breaking open local monopoly markets to competition through a strategy of deploying new alternative networks across the country. A.# # # The Applications Filed by WorldCom on October 1, 1997 Sought Approval of a TwoStep Transfer of Control to Effect WorldComs Exchange Offer   Because MCIs subsidiaries hold numerous Title II and Title III radio licenses and authorizations and cable landing licenses issued by the Commission (the MCI Authorizations),@ sLsL #NL\  PNP#Ѝ# # MCI holds authorizations for international wireline facilities, and a variety of wireless facilities, including pointtopoint microwave stations, earth station licenses, private telephone maintenance radio service licenses, private business radio licenses, private aircraft stations licenses, and an 800 MHZ airground radiotelephone license . . . used to provide voice and video services. . . . [as well as] submarine cable landing licenses and a direct broadcast satellite (DBS) license. In the Matter of The Merger of MCI Communications Corporation and British Telecommunications plc, Memorandum Opinion and Order, GN Dkt. No. 96245, FCC 97302 at  21 (rel. Sept. 24, 1997) ( BT/MCI Order)@ the transfer of control of MCI to WorldCom is subject to, among other things, Commission approval. sLsL #NL\  P NP#Ѝ# # 47 U.S.C.  214(a), 310(d). On October 1, 1997, WorldCom and Professor Howard A. White, an independent Voting Trustee, filed a threevolume set of applications seeking Commission approval of a proposed Exchange Offer by WorldCom to acquire all the issued and outstanding shares of common stock of MCI (the October Applications). sLsL #NL\  P NP#Ѝ# # The applications submitted with the October Applications were filed pursuant to Sections 63.18(e)(5) of the Commissions Rules with respect to the Section 214 authorizations; pursuant to the Cable Landing License Act and Sections 1.767 and 63.18(e)(5) with respect to the submarine cable landing licenses; and pursuant to Sections 21.39, 22.137, 25.118, 80.29, 87.31, 90.75, 90.79, 90.81, 90.153, and 100.80 with respect to the radio authorizations. 47 C.F.R.  1.767, 63.18(e)(5), 87.31, 90.75, 90.79, 90.81, 90.153, and 100.80 (1996). In the absence, at that time, of a merger agreement between WorldCom and MCI, the October Applications were filed pursuant to the Commissions Policy Statement on Tender Offers and Proxy Contests,o sLsL #NL\  P NP#Ѝ# # Tender Offers and Proxy Contests, Policy Statement, 59 Rad. Reg. d. (P&F) 1536, 1584 (1986), appeal dismissed sub. nom. Office of Communication of the United Church of Christ v. F.C.C., 826 F.2d 101 (D.C. Cir. 1987) ( Policy Statement).o which was adopted specifically to address tender offers and potentially hostile corporate ownership contests. Pursuant to the Commissions Policy Statement, the October Applications requested: (1)# # # approval of a proposed interim transfer of shares from the shareholders of MCI to the Voting Trustee (referred to as the Step I transfer); (2)# # # issuance of an STA and approval of the Voting Trust arrangement to permit the Step I transfer to occur on an expedited basis; and (3)# # # approval of the ultimate transfer of control of MCI to WorldCom which, in light of the Voting Trust arrangement, would take place through the transfer of MCI shares to WorldCom by the Voting Trustee (referred to as the Step II transfer).  Public Notice of WorldComs October Applications for approval of the proposed twostep transfer of control was issued by the Commission on October 3, 1997, sLsL #NL\  P NP#Ѝ# # WorldCom Applies for Special Authority to Transfer Control to Trustee of MCI Licenses and Authorizations, Public Notice, CC Docket No. 97211, DA 972137 (rel. Oct. 3, 1997). and amended by Public Notice dated October 9, 1997, which order revised the pleading schedule for the Step I phase of the twostep approval process.U sLsL #NL\  P NP#Ѝ# # Common Carrier Bureau Revises Pleading Schedule for WorldCom Application for Special Authority to Transfer Control to Trustee of MCI Licenses and Authorizations, Public Notice, CC Docket No. 97211, DA 972179 (rel. Oct. 9, 1997)U  B. # # # WorldCom and MCI Have Subsequently Agreed to Merge  Subsequent to the filing of the October Applications by WorldCom, as a result of negotiations among WorldCom, MCI, and British Telecommunications plc ( BT), a 20 percent shareholder of MCI, which commenced after WorldCom announced its proposed Exchange Offer, on November 9, 1997 WorldCom and MCI executed an Agreement and Plan of Merger (the Merger Agreement) to combine the two companies. The Boards of Directors of both companies have unanimously approved the transaction. Upon consummation of the transaction, MCI will merge with and into TC Investments Corp., a whollyowned subsidiary of WorldCom, which will be renamed MCI Communications Corporation. That surviving company will be a whollyowned subsidiary of WorldCom, which will be renamed MCI WorldCom. The Agreement proposes that MCIs Chairman, Bert C. Roberts, Jr., will become chairman of MCI WorldCom and WorldComs President and Chief Executive Officer, Bernard J. Ebbers, will become Chief Executive Officer of MCI WorldCom. Under the terms of the Merger Agreement, holders of MCI Common Stock will receive shares of WorldCom Common Stock pursuant to an agreed upon Exchange Ratio.  sLsL #NL\  PNP#Ѝ# # The actual number of shares of WorldCom common stock to be exchanged for each MCI share owned by investors in MCI other than BT will be determined by dividing $51 by the 20day average of the high and low sales prices for WorldCom common stock prior to closing, but will not be less than 1.2439 shares (if WorldComs averages stock price exceeds $41) or more than 1.7586 shares (if WorldComs average stock price is less than $29). In addition, under the Merger Agreement, BT will receive $51 per share in cash for each of its shares of MCI Class A Common Stock upon consummation of the merger. As related matters, in a separate agreement among WorldCom, MCI, and BT (the Three Party Agreement), BT has agreed to buy out MCIs interest in the Concert joint venture upon consummation of the merger, and BT and MCI have terminated their earlier merger agreement which was approved by the Commission on September 24, 1997. See BT/MCI Order, supra note 3. A copy of the Three Party Agreement is attached hereto as Amendment Exhibit 2. Upon completion of the merger, current holders of MCIs Common Stock will own approximately 45% of the combined company as determined by the Exchange Ratio as of the closing date. A copy of the Merger Agreement is attached hereto as Amendment Exhibit1.  C.# # # In Light of the Merger Agreement, This Amendment Withdraws WorldComs Request for an STA and the Step I Applications Seeking Approval to Transfer MCI Shares to a Voting Trustee  To reflect the changed circumstances of this transaction, this amendment to the October Applications withdraws WorldComs earlier request for approval of a twostep transfer process. Specifically, because WorldCom and MCI have executed the Merger Agreement, and WorldCom will therefore not proceed with its proposed Exchange Offer, WorldCom no longer requests the extraordinary relief afforded by the Commissions Policy Statement. Accordingly, the STA request and Step I transfer applications which sought approval of the transfer of MCI shares to a Voting Trust are hereby withdrawn without prejudice to refiling.  D.# # # In Light of the Merger Agreement, this Amendment Substitutes MCI as the Transferor in the Step II Applications in Lieu of the Voting Trustee, so that those Applications will Constitute Requests for Commission Approval of a SingleStep Transfer of Control of MCI to WorldCom  In light of the Merger Agreement, this Amendment also amends the Step II October Applications to reflect that MCI, together with WorldCom, are now Joint Applicants, and that MCI, and not the Voting Trustee, is now the Transferor in those Step II October Applications. Accordingly, attached hereto as Amendment Exhibit 3, are Amendments to the Step II October Applications, including signature pages which now contain the original signatures of C. BoltonSmith, Jr., on behalf of MCI as the new Transferor.  sLsL #NL\  PNP#Ѝ# # The Step II October Applications were contained in Volume III of the October Applications filed by WorldCom and Howard A. White. Those Applications, as amended herein, continue to incorporate by reference the general background information relating to all of the October Applications, including the public interest benefits of the proposed merger, which was contained in Volume I of the October Applications. For the Commissions convenience and reference, Amendment Exhibit 4 hereto contains a copy of Volume I, as amended to delete WorldComs request for authority to transfer MCI shares to a Voting Trustee and the related STA request. The Joint Applicants also note that this Amendment and Amendment Exhibit 1 hereto (the Merger Agreement) should be incorporated by reference in those portions of Volume I and the Step II October Applications which describe the structure of the transaction. Pursuant to the Step II October Applications, as hereby amended, WorldCom and MCI jointly request the Commissions approval of the transfer of control of MCI to WorldCom. Such an amendment is consistent with the Commissions recent decision in the ITTHilton matter.  sLsL #NL\  PNP#Ѝ# # See Application of HLT Corporation and Hilton Hotels Corporation for Consent to Interim Transfer of Control of ITT Broadcasting Corporation and HLT Corporation and Hilton Hotels Corporation for Consent to Transfer of Control of ITT Broadcasting Corporation, Memorandum Opinion and Order, File Nos. BTCCT970304IA, BTCCT970304IB (rel. Nov. 6, 1997) at para. 3 (constructively amending longform application).  In that case, the Commission constructively amended a Step II longform application filed pursuant to the Policy Statement to instead request approval of the transfer of the target company directly to the acquiring company without use of the interim Voting Trust mechanism. Similarly, in order to facilitate a timely and orderly transition, and to eliminate unnecessary regulatory processes, WorldCom and MCI respectfully request to amend the Step II October Applications, and request expeditious consideration of their joint transfer of control application.  sLsL #NL\  PNP#Ѝ# # Amendment Exhibit 5 hereto contains the From 159 pertaining to the amendment of the Earth Station Applications. For the Commissions reference, the Joint Applicants enclose a computer diskette, formatted in WordPerfect 5.1/5.2, containing the full text of this Amendment and the Amendment Exhibits hereto. E.# # # A WorldComMCI Merger Serves the Public Interest. As stated in Volume I of the October Applications, the proposed merger between WorldCom and MCI will capture synergies, efficiencies, and economies between the two companies. By combining the capital, management skills and expertise of WorldCom and MCI, two pioneering and entrepreneurial telecommunications companies, the merger will promote achievement of what the Commission has identified as the overriding goal of the Telecommunications Act of 1996: to open all telecommunications markets to competition.  sLsL #NL\  PNP#Ѝ# # BT/MCI Order, supra note 4, at  6; see also Telecommunications Act of 1996, Pub. L. No. 104104, 110 Stat. 56; Implementation of the Local Competition Provisions in the Telecommunications Act of 1996, First Report and Order, FCC Docket No. 9698, FCC 96325, at  4 (Aug. 8, 1996) ( Local Competition Order) (noting the importance of local competition not only in providing economical and innovative services to customers, but also in preventing incumbents from impeding competition through bottleneck control of facilities). ֌As thoroughly discussed in Volume I of the October Applications, a merger of WorldCom and MCI will enhance competition in the areas of international, long distance, and most importantly, local exchange telecommunications. Recent discussions and due diligence between WorldCom and MCI confirm and reinforce WorldComs earlier perception that the combined company will be wellpositioned to compete against the dominant incumbents and to promote deconcentration of the local service sector. The greater resources, synergies, and efficiencies available to the combined company as a result of the merger will allow it to pursue local competition and interconnection opportunities even more aggressively than if the two companies pursued local entry individually. Significantly, unlike the participants in the recently approved Bell AtlanticNYNEX merger and the proposed acquisition of MCI by BT, neither WorldCom nor MCI controls bottleneck facilities, and neither WorldCom nor MCI is a dominant carrier in any telecommunications market. This eliminates a fundamental concern that the Commission weighs heavily, and negatively, in its costbenefit merger analysis. sLsL #NL\  PNP#Ѝ# # See In Re Application of NYNEX Corp., Transferor, and Bell Atlantic Corp., Transferee, for Consent to Transfer Control of NYNEX Corporation and its subsidiaries, Memorandum Opinion and Order, File No. NSDL9610, FCC 97286 (rel. Aug. 14, 1997) at  37 ( [W]e evaluate the effects of the merger on competition in the relevant market, such as whether the merger is likely to result in either unilateral or coordinated effects that enhance or maintain the market power of the merging parties.). See also BT/MCI Order, supra note 4, at  3 n.8. The Joint Applicants are confident that when the Commission reviews the Step II October Applications, as amended herein, to determine that transfers of the subject licenses and authorizations would further the public interest, convenience, and necessity, sLsL #NL\  PNP#Ѝ# # BT/MCI Order, supra note 4, at  2. it will concur that the merger will secure for the public the broad aims of the Communications Act.W sLsL #NL\  PNP#Ѝ# # Western Union Division, Commercial Telegraphers Union, A.F. of L. v. United States, 87 F. Supp. 324, 335 (D.D.C.), affd, 338 U.S. 864 (1949). See also FCC v. RCA Communications, Inc., 346 U.S. 86, 9395 (1953).W f' CONCLUSION ă WorldCom and MCI respectfully request the Commission grant the application, as amended. s,#Ň  MCI COMMUNICATIONS CORPORATION ++& Michael H. Salsbury Mary L. Brown Larry A. Blosser MCI COMMUNICATIONS ! CORPORATION 1801 Pennsylvania Ave., N.W. Washington, D.C. 200063606 (202) 8721600 Dated:November 21, 1997 Respectfully submitted,   WORLDCOM, INC.  !!HAndrew D. Lipman Jean L. Kiddoo SWIDLER & BERLIN, CHTD. 3000 K Street, N.W., Suite 300 Washington, D.C. 20007 (202) 4247500 Catherine R. Sloan Robert S. Koppel WORLDCOM, INC. 33> 1120 Connecticut Ave., N.W.CWashington, D.C. 20036 (202) 7761550ň dddd 1 dddd 1  #<<<<#NL\  PNP#210184.2  c" AMENDMENT EXHIBIT 1 ă  AGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 9, 1997 })AMONG %WORLDCOM, INC. M"TC INVESTMENTS CORP. *+AND \ MCI COMMUNICATIONS CORPORATION ă c" AMENDMENT EXHIBIT 2ă ! THREE PARTY AGREEMENT ă c" AMENDMENT EXHIBIT 3ă AMENDMENTS TO SECTION 214 APPLICATION (A) P AMENDMENTS TO DBS APPLICATION (B) @AMENDMENTS TO FORM 704 SIGNATURE PAGES AND EXHIBITS (C) 9 AMENDMENTS TO FORM 703 SIGNATURE PAGES (D) v AMENDMENTS TO FORM 490 SIGNATURE PAGE (E) ă c" AMENDMENT EXHIBIT 4ă #AMENDED APPLICATION VOLUME 1 ă c" AMENDMENT EXHIBIT 5ă ((FORM 159  #<<<<#NL\  PNP#210184.6