WPC 2B ZK0 DBS Application - Step II Network AdministratorNetwork Administrator  '4HP DeskJet 500HPDSKJETXN\  PXPX0Í ÍX0Í ÍҫXN\  PXP(9 Z 6Times New Roman RegularX23|x X`h(#: Volume III, Section I.B `(#8Direct Broadcast Satellite `(#=Step II Application     STEP II TRANSFER OF CONTROL APPLICATION OF DIRECT BROADCAST SATELLITE AUTHORIZATIONS  WorldCom, Inc. ( WorldCom or the Transferee) and the Shareholders of MCI Communications Corporation, hereby request approval from the Commission, pursuant to Section 100.80 of the Commissions Rules, 47 C.F.R.  100.80, for the Transferee to assume control of the Direct Broadcast Satellite ( DBS) authorizations held by MCI Communications Corporation ( MCI) and its subsidiaries (collectively, Licensee).kЍ` ` See Application of MCI Telecommunications Corporation, Order, 11 FCC Rcd. 16275 (1996); Order, DA 962165 (Intl Bur., rel. Dec. 20, 1996), app. for review pending. The Commission also has granted MCI a waiver of Section 319(d) of the Communications Act of 1934, as amended, to begin constructing an additional satellite for its proposed DBS service. See In re MCI Telecommunications Corporation, Request for Section 319(d) Waiver in the Direct Broadcast Satellite Service, Order, File No. 47SATWAIV97, DA 971450 (rel. July 10, 1997).k I.Description of the Transaction and Public Interest Considerations As described in Volume I, Section I to this consolidated filing, this transfer of control application is Step II of a twostep transaction involving an exchange offer for the shares of MCI Communications Corporation.Ѝ` ` On September 24, 1997, the Commission released its decision approving the merger of MCI Communications Corporation and British Telecommunications plc. Pending resolution of foreign ownership issues surrounding the grant of MCIs DBS license and transfer of that license to BT, the Commission permitted BT to acquire interim control of MCIs DBS license. MCI and BT have not yet consummated that transaction. Step I involves the transfer of the MCI shares to an independent trustee, Howard A. White, under an interim Voting Trust Agreement, which is set forth in Volume I, Section IV.A of this consolidated filing. (See Volume II, Section I.B, for the Direct Broadcast Satellite Step I Application, seeking Commission approval for transfer of Licensees DBS authorizations to the Trustee to hold in trust on an interim basis pending final Commission approval of the transfer of control of the Licensees DBS authorizations to Transferee). Step II involves the transfer of the MCI shares by the Trustee to WorldCom. A detailed description of the proposed transaction is set forth in Volume I, Section I to this consolidated filing. A demonstration that the proposed transaction is in the public interest is set forth in Volume I, Section III to this consolidated filing. II.The Parties  The parties to this Step II Application are: Transferor:` ` ` Shareholders of MCI Communications Corporation ` `  Howard A. White, Trustee ` `  623B Heritage Hills ` `  Somers, NY 10589 ` `  (914) 2778705 Transferee:` ` ` WorldCom, Inc. ` `  515 East Amite Street ` `  Jackson, MS 39201 ` `  (601) 3608600 Information regarding the ownership and the officers and directors of the Transferee and the Licensee is set forth in Volume III, Section I.K to this consolidated filing. III.Transferees Eligibility to Hold the DBS Authorizations The Transferee is eligible to hold a DBS license under Section 100.11 of the Commissions Rules. Specifically, the Transferee is not an alien or a foreign government, or the representative of an alien or of a foreign government. Nor is the Transferee a corporation organized under the laws of any foreign government. None of the officers or directors of the Transferee or of its direct and indirect parent companies are aliens. In addition, no more than onefifth of the Transferees voting stock and no more than onefourth of the voting stock of the Transferees parent companies are owned of record or voted by aliens or their representatives, by a foreign government, or by any corporation organized under the laws of a foreign country. The Transferee also possesses the legal, financial, technical, and managerial qualifications to assume control of the Licensees DBS authorizations. (See Volume I, Section III; Volume III, Section I.K). Accordingly, the proposed transaction should have no negative affect on the Licensees due diligence obligations under Section 100.19 of the Commissions Rules. Moreover, the Transferee currently holds no attributable interest in any channels at any fullCONUS location, and the Commissions spectrum aggregation limitations on fullCONUS locations is therefore not applicable in this case.Ѝ` ` See In Re Revisions of Rules and Policies for the Direct Broadcast Satellite Service, Report and Order, 11 FCC Rcd. 9712, Appendix C (1995). Thus, the transfer of the Licensees DBS authorizations does not raise any anticompetitive concerns underlying the Commissions rules and policies on transfers of DBS licenses. IV.Consideration As described in detail in Volume I, Section I, this consolidated filing involves the transfer of control of all of the shares held by MCI Communications Corporation to WorldCom, Inc., and therefore, entails a transfer of control of the Licensees DBS authorizations, not an assignment of the authorizations. Following the transaction, Licensee will retain its present name and will continue operations pursuant to the authorizations. In addition, the proposed transaction is not limited to a transfer of the underlying DBS authorizations, but rather involves the transfer of control of all federal and state authorizations held by Licensee. Accordingly, due to the nature of this transaction, the exact value of the consideration being offered for the DBS authorizations cannot be determined within the context of the proposed transfer. The total consideration being offered to the Shareholders of MCI for the MCI stock is set forth in WorldComs Form S4 Registration Statement made with the Securities and Exchange Commission ( SEC) on October 1, 1997.Ѝ` ` The Form S4 will be publicly available on the SECs Electronic Data Gathering, Analysis and Retrieval (EDGAR) system which can be accessed at . V.Certification and Statutory Waiver WorldCom, Inc. hereby certifies, in accordance with Sections 1.20011.2003 of the Commissions Rules, 47 C.F.R.  1.20011.2003, that neither WorldCom, nor any party to this Application is subject to a denial of Federal benefits that includes FCC benefits pursuant to Section 5301 of the AntiDrug Abuse Act of 1988. See21 U.S.C.  853a. Pursuant to Section 304 of the Communications Act of 1934, as amended, the Transferee hereby waives any claim to the use of any particular frequency or of the electromagnetic spectrum as against the regulatory power of the United States because of the previous use of the same, whether by license or otherwise. VI.Conclusion For the foregoing reasons, the Applicants respectfully request that the Commission approve this Application to transfer control of the Licensees DBS authorizations to the Transferee. (#҇ SHAREHOLDERS OF MCI COMMUNICATIONS CORPORATION By:  Howard A. White, Trustee 623B Heritage Hills Somers, NY 10589 (914) 2778705 Dated:October 1, 1997 WORLDCOM, INC. By: pp2  pp2Scott D. Sullivan pp2Secretary, Chief Financial Officer pppWorldCom, Inc. ppp515 East Amite Street pppJackson, MS 392012702 ppp(601) 3608600 Counsel for Transferee: pppAndrew D. Lipman pppJean L. Kiddoo pppHelen E.Disenhaus pppSwidler & Berlin, Chtd ppp3000 K Street, N.W., Ste. 300 pppWashington, D.C. 20007 ppp(202) 4247500xxA F F