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-Caveat Lector- ----- Original Message -----From: Linda MinorTo: kateSent: Friday, June 28, 2002 4:38 PMSubject: Fw: WorldCom and Brown Brothers HarrimanKate,This fits in perfectly with Part 6.LM----- Original Message -----From: Linda MinorSent: Thursday, June 27, 2002 8:22 AMSubject: WorldCom and Brown Brothers HarrimanWe have entered into certain loan and guaranty arrangements involving
Bernard J. Ebbers, principally relating to certain obligations to financial
institutions secured by Mr. Ebbers' stock in WorldCom. We initially established
these arrangements in 2000, and have agreed to a series of modifications since
January 1, 2001. On April 29, 2002, in connection with Mr. Ebbers' resignation
as President, Chief Executive Officer and Director of WorldCom, we consolidated
these various loan and guaranty arrangements into a single promissory note in
the principal amount of approximately $408.2 million, repayable with accrued
interest over five years. This principal amount includes approximately
$198.7 million that we have paid to Bank of America, N.A., or Bank of America,
as repayment of outstanding indebtedness of Mr. Ebbers or certain companies
controlled by him which we had guaranteed, approximately $36.5 million that we
have deposited to collateralize a letter of credit used to support financing to
an unrelated third party, approximately $165 million that we have loaned to
Mr. Ebbers and all interest accrued on the foregoing amounts to April 29, 2002.
These transactions are further described below.
Since establishing these arrangements, we agreed to guarantee $150 million
principal amount of indebtedness owed by Mr. Ebbers to Bank of America, as well
as certain additional payments and related costs. The additional payments
included, among other things, amounts payable to Bank of America by Mr. Ebbers
or certain companies controlled by him relating to an approximately
$45.6 million letter of credit secured by a portion of Mr. Ebbers' stock and
used to support financing to an unrelated third party; specified amounts,
including margin debt, that became payable following stock price declines; and
amounts subject to a margin call with respect to certain margin debt.
The scheduled maturity of the Bank of America margin debt was extended in
January 2002 for a period of up to two years. However, following declines in the
closing price of the WorldCom group stock through early February 2002, we made
aggregate payments of approximately $198.7 million to repay all of the
outstanding debt covered by our guaranty and deposited with Bank of America
approximately $36.5 million to collateralize the letter of credit, which is
scheduled to expire on February 15, 2003, subject to renewal, extension or
substitution. Our payments, together with any amounts paid or costs incurred by
us in connection with the letter of credit, plus accrued interest at a floating
rate equal to that under one of our credit facilities, were payable by
Mr. Ebbers to us, as modified in early April 2002, within 90 days after demand,
or within 180 days after demand if subsequent to his death or incapacity.
In addition to the guaranty arrangements, during 2000 we loaned
$100 million to Mr. Ebbers. Since January 1, 2001, we have loaned him
approximately an additional $65 million, for a total maximum principal amount of
approximately $165 million. These loans bore interest at floating rates equal to
that under certain of our credit facilities and, as modified in early
April 2002, were payable within 90 days after demand, or within 180 days after demand if subsequent to
Mr. Ebbers' death or incapacity.
As noted above, on April 29, 2002, Mr. Ebbers' obligations to WorldCom under
these loans and guaranty arrangements were consolidated into a single promissory
note, which replaced the former notes. As of May 14, 2002, the aggregate
principal amount of indebtedness owed by Mr. Ebbers to us under this note was
approximately $408.2 million, which constitutes the largest aggregate amount of
indebtedness outstanding since January 1, 2001. The principal amount is subject
to payment over five years on the following schedule: $25 million on April 29,
2003, $25 million on April 29, 2004, $75 million on April 29, 2005,
$100 million on April 29, 2006, and all remaining principal on April 29, 2007.
Mr. Ebbers is also obligated to pay interest on the outstanding balance,
compounded monthly, on each repayment date at a fluctuating interest rate equal
to that under one of our credit facilities, which was 2.32% per annum as of
April 29, 2002. All principal and accrued interest under this note are
immediately due and payable (1) upon the death of Mr. Ebbers, or (2) upon demand
in the case of certain events of default, or (3) automatically without notice in
the case of certain events of bankruptcy by or against Mr. Ebbers.
We have been advised that Mr. Ebbers has used the proceeds of the loans from
us principally to repay certain indebtedness under loans secured by shares of
our stock owned by him and that the proceeds of such secured loans were used for
private business purposes. The loans and guaranty arrangements by us were made
following a determination that they were in the best interests of WorldCom and
our shareholders in order to avoid additional forced sales of Mr. Ebbers' stock
in WorldCom. The determination was made by our compensation and stock option
committee as a result of the pressure on our stock price, margin calls faced by
Mr. Ebbers and other considerations. Such actions by our compensation and stock
option committee were ratified and approved by our board of directors.
In connection with the transactions described above and, as to a portion of
the shares, subject to certain limitations and effective upon termination of
restrictions under existing lending agreements, Mr. Ebbers pledged to us the
shares of our stock currently owned by him or later acquired upon option
exercise with respect to his obligations under the loans and guaranty
arrangements from us. This pledge has been perfected as to 9,287,277 shares of
WorldCom group stock and 575,149 shares of MCI group stock. The pledge of the
remaining shares of WorldCom and MCI group stock owned by Mr. Ebbers will take
effect as and to the extent the limitations and restrictions under existing
lending arrangements terminate. Following recent margin sales in respect of his
shares, Mr. Ebbers' remaining holdings currently consist of an additional
5,091,483 shares of WorldCom group stock and no shares of MCI group stock. In
addition, Mr. Ebbers has pledged to us security interests in certain equity
interests in privately held businesses owned by him. Mr. Ebbers also agreed to
indemnify us for any amounts expended or losses, damages, costs, claims or
expenses incurred under the guaranty arrangements or the loans from us.KPMG replaces the firm of Arthur Andersen LLP, or Arthur Andersen, which our
board of directors and audit committee determined should not be re-engaged. Arthur Andersen issued an unqualified opinion on the consolidated financial
statements of WorldCom as of and for the years ended December 31, 2001 and 2000.
During the fiscal years ended December 31, 2001 and 2000, and in the subsequent
period through the date of dismissal, there were no disagreements with Arthur
Andersen on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope and procedures which, if not resolved to
the satisfaction of Arthur Andersen, would have caused it to make reference to
the matter in connection with their report on the financial statements.Since April 5, 2002, as a result of margin sales in respect of their shares,
Bernard J. Ebbers, Carl J. Aycock and Francesco Galesi's holdings of WorldCom
group stock and/or MCI group stock have been reduced as follows: Mr. Ebbers'
holdings were reduced by 2,974,783 shares of WorldCom group stock and 118,991
shares of MCI group stock; Mr. Aycock's holdings were reduced by 696,500 shares
of WorldCom group stock; and Mr. Galesi's holdings were reduced by 597,655
shares of WorldCom group stock and 24,146 shares of MCI group stock held by
Rotterdam Ventures, Inc., a corporation wholly owned by Mr. Galesi.WORLDCOM, INC.
515 EAST AMITE STREET
JACKSON, MISSISSIPPI 39201-2702
On September 15, 1993, Metromedia Communications Corporation, a Delaware
corporation, merged into Resurgens Communications Group, Inc., a Georgia
corporation ("Resurgens"). Immediately thereafter, LDDS Communications, Inc., a
Tennessee corporation ("LDDS-TN"), merged into Resurgens, whereupon the name of
Resurgens was changed to "LDDS Communications, Inc." (the "Surviving
Corporation"). Such mergers are hereinafter referred to collectively as the
"Mergers" and individually as a "Merger." Although from a corporate law
perspective Resurgens was the survivor in both Mergers, for accounting purposes,
LDDS-TN was the survivor of the second Merger. Accordingly, unless otherwise
provided herein, all references to and information regarding the Company
contained in this Proxy Statement relate to LDDS-TN prior to the Mergers and to
the Surviving Corporation after the Mergers. At the annual meeting of
shareholders held May 25, 1995, shareholders of LDDS Communications, Inc. voted
to change the name of the Company to WorldCom, Inc., effectively immediately.
NAME AND ADDRESS OF NATURE OF EXISTING PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OF CLASS(1)
---------------- ----------------------- ------------
<S> <C> <C>
FMR Corp. 73,298,304(2) 7.1%
82 Devonshire Street
Boston, Massachusetts 02109
The following table sets forth the beneficial ownership of Common Stock, as
of the Record Date, by each director, each MCI Communications Corporation
("MCI") designee (See "Item 1.
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) OF CLASS(1)
------------------------ --------------------- -----------
<S> <C> <C>
Clifford Alexander, Jr.............................. 0 *
James C. Allen...................................... 481,929(2) *
Judith Areen........................................ 0 *
Carl J. Aycock...................................... 706,734(3) *
Max E. Bobbitt...................................... 256,292(4) *
Stephen M. Case..................................... 0 *
Bernard J. Ebbers................................... 16,920,539(5) 1.6%
Francesco Galesi.................................... 3,021,908(6) *
Stiles A. Kellett, Jr............................... 4,036,816(7) *
Gordon S. Macklin................................... 0 *
John A. Porter...................................... 4,433,924(8) *
Timothy F. Price.................................... 0 *
Bert C. Roberts, Jr................................. 0 *
John W. Sidgmore.................................... 3,467,895(9) *
Scott D. Sullivan................................... 436,904(10) *
Gerald H. Taylor.................................... 0 *
Lawrence C. Tucker.................................. 3,170,096(11) *
All Directors and Current Executive
Officers as a Group (11 persons).................... 36,933,037(12) 3.6%
(11) A total of 3,131,828 of these shares are beneficially owned by The 1818
Fund L.P. and The 1818 Fund II, L.P. (collectively, "The 1818 Funds"). Mr.
Tucker is the general and managing partner of The 1818 Funds and Mr.
Tucker, as a general partner of Brown Brothers Harriman & Co., shares
voting and investment power with respect to such securities. Also includes
38,268 shares purchasable upon exercise of options.
The following states each director or nominee's and each executive
officer's age, principal occupation, present position with the Company and the
year in which each director first was elected a director (each serving
continuously since first elected except as set forth otherwise). Unless
indicated otherwise, each individual has held his present position for at least
five years. All references to "the Company" include for these purposes LDDS-TN
and its predecessors.
JAMES C. ALLEN, 51, has been a director of the Company since March 1998.
Mr. Allen is the former Vice Chairman and Chief Executive Officer and a former
director of Brooks Fiber Properties, Inc. ("BFP"), where he served in such
capacities from 1993 until February 1998. Mr. Allen served as President and
Chief Operating Officer of Brooks Telecommunications Corporation, a founder of
BFP, from April 1993 until it was merged with BFP in January 1996. Mr. Allen was
appointed to the WorldCom Board of Directors pursuant to the expectation
expressed by WorldCom during the negotiation and approval of the merger
agreement between WorldCom and BFP (the "BFP Merger Agreement") that the
WorldCom Board would consider the nomination of an individual designated by the
BFP Board of Directors following the effective time of the merger of a wholly
owned subsidiary of WorldCom with and into BFP (the "BFP Merger"). The BFP
Merger was effective January 29, 1998. Mr. Allen serves as a director of
Metronet Communications Corp. and Verio Inc.
CARL J. AYCOCK, 49, has been a director of the Company since 1983. Mr.
Aycock served as Secretary of the Company from 1987 to 1995 and was the
Secretary and Chief Financial Officer of Master Corporation, a motel management
and ownership company, from 1989 until 1992. Subsequent to 1992, Mr. Aycock has
been self employed as a financial administrator.
MAX E. BOBBITT, 53, has been a director of the Company since 1992. Mr.
Bobbitt was a director of Advanced Telecommunications Corporation ("ATC") until
its merger with the Company in December 1992 (the "ATC Merger"). Mr. Bobbitt is
currently President and Chief Executive Officer of Metromedia China Corporation,
a telecommunications company. From 1996 until February 1997, Mr. Bobbitt was
President and Chief Executive Officer of Asian American Telecommunications
Corporation. Prior to 1996, Mr. Bobbitt held various positions including
President and Chief Operating Officer and director of ALLTEL Corporation, a
telecommunications company, from 1970 until January 1995.
STEPHEN M. CASE, 39, has been a director of the Company since March 1998.
Mr. Case, a co-founder of America Online, Inc. ("AOL"), has been Chairman of the
Board of Directors of AOL since October 1995, Chief Executive Officer of AOL
since April 1993 and a director of AOL since September 1992. Mr. Case served as
President of AOL from July 1996 until February 1998 and from January 1991 to
February 1996. Previously, he served as Executive Vice President of AOL from
September 1987 to January 1991 and Vice President, Marketing, from 1985 to
September 1987. Mr. Case was appointed to the WorldCom Board of Directors
pursuant to the agreement relating to WorldCom's acquisition of ANS
Communications, Inc. ("ANS") from AOL on January 31, 1998 (the "AOL Agreement"),
which provided that, if so requested a specified time before the closing of the
transactions contemplated thereby, WorldCom would appoint Mr. Case to the
WorldCom Board. Mr. Case made such request. Mr. Case has been nominated as a
member of the Board of Directors of the New York Stock Exchange.
BERNARD J. EBBERS, 56, has been President and Chief Executive Officer of
the Company since April 1985. Mr. Ebbers has served as a director of the Company
since 1983.
FRANCESCO GALESI, 67, has been a director of the Company since 1992. Mr.
Galesi was a director of ATC until the ATC Merger. Mr. Galesi is the Chairman
and Chief Executive Officer of the Galesi Group, which includes companies
engaged in distribution, manufacturing, real estate and telecommunications. Mr.
Galesi serves as a director of Amnex, Inc., and Walden Residential Properties,
Inc.
STILES A. KELLETT, JR., 54, has served as a director of the Company since
1981. Mr. Kellett has been Chairman of Kellett Investment Corp. since 1995. From
1978 to 1995, Mr. Kellett served as Chairman of the Board of Directors of
Convalescent Services, Inc., a long-term health care company in Atlanta,
Georgia. Mr. Kellett serves as a director of Frederica Bank & Trust Company, St. Simons
Island, Georgia, and Mariner Health Group, Inc., New London, Connecticut.
JOHN A. PORTER, 54, has been a director of the Company since 1988. Mr.
Porter served as Vice Chairman of the Board of the Company from September 1993
until the Company's merger with MFS Communications Company, Inc. ("MFS") in
December 1996 (the "MFS Merger") and served as Chairman of the Board of
Directors of the Company from 1988 until September 1993. From May 1995 to the
present, Mr. Porter has served as Chairman of the Board of Directors and Chief
Executive Officer of Industrial Electric Manufacturing, Inc., a manufacturer of
electrical power distribution products. Mr. Porter also serves as Chairman of
Phillips & Brooks/Gladwin, Inc., a manufacturer of pay telephone enclosures and
equipment. Mr. Porter was previously President and sole shareholder of P.M.
Restaurant Group, Inc. which filed for protection under Chapter 11 of the United
States Bankruptcy Code in March 1995. Subsequent to March 1995, Mr. Porter sold
all of his shares in P.M. Restaurant Group, Inc. He is also a director of
Uniroyal Technology Corporation and XL Connect, Inc.
JOHN W. SIDGMORE, 47, serves as Vice Chairman of the Board and Chief
Operations Officer of the Company. Mr. Sidgmore has been a director of the
Company since the MFS Merger and has served as a director of MFS since August
1996. Mr. Sidgmore was President and Chief Operating Officer of MFS from August
1996 until the MFS Merger and has been Chief Executive Officer and a director of
UUNET Technologies, Inc. ("UUNET") from June 1994 to the present, and also held
the position of President of UUNET from June 1994 to August 1996 and from
January 1997 to September 1997. From 1989 to 1994, he was President and Chief
Executive Officer of CSC Intelicom, a telecommunications software company. Mr.
Sidgmore is a director of Saville Systems PLC and Earthlink Network, Inc.
SCOTT D. SULLIVAN, 36, serves as Chief Financial Officer and Secretary of
the Company. From the ATC Merger until December 1994, Mr. Sullivan served as
Vice President and Assistant Treasurer of the Company. From 1989 until 1992, Mr.
Sullivan served as an executive officer of two long-distance companies,
including ATC. From 1983 to 1989, Mr. Sullivan served in various capacities with
KPMG Peat Marwick LLP. Mr. Sullivan has served as a director of the Company
since March 1996.
LAWRENCE C. TUCKER, 55, is a general partner of Brown Brothers Harriman &
Co. ("Brown Brothers"), which is the general and managing partner of The 1818
Funds. He is also a director of The WellCare Management Group, Inc., Riverwood
International Corporation and National HealthCare Corporation. Mr. Tucker has
served as a director of the Company since May 1995, and previously served as a
director of the Company from May 28, 1992 until the ATC Merger.
THE COMPENSATION AND STOCK OPTION COMMITTEE
April 23, 1998
Stiles A. Kellett, Jr. (Chairman)
Max E. Bobbitt
Lawrence C. TuckerThe Bank of New York, as DepositaryAs Trustee of the Plan, Merrill Lynch Trust CompanyApril 27, 1995
The annual meeting of the shareholders of LDDS Communications, Inc., a
Georgia corporation (the "Company"), will be held on Thursday, May 25, 1995, at
10:00 a.m. local time, at 515 East Amite Street, Jackson, Mississippi, for the
purposes of:
1. electing a Board of twelve directors;
2. considering and acting upon a proposal to amend the Company's
Amended and Restated Articles of Incorporation to change the Company's name
to "WorldCom, Inc." from "LDDS Communications, Inc."; and...
On September 15, 1993, Metromedia Communications Corporation, a Delaware
corporation ("MCC"), merged into Resurgens Communications Group, Inc., a Georgia
corporation ("Resurgens"). Immediately thereafter, LDDS Communications, Inc., a
Tennessee corporation ("LDDS-TN"), merged into Resurgens, whereupon the name of
Resurgens was changed to "LDDS Communications, Inc." (the "Surviving
Corporation"). Such mergers are hereinafter referred to collectively as the
"Mergers" and individually as a "Merger." Although from a corporate law
perspective Resurgens was the survivor in both Mergers, for accounting purposes,
LDDS-TN was the survivor of the second Merger. The executive officers of LDDS-TN
at the time of the Mergers became the executive officers of the Surviving
Corporation and the Board of Directors of the Surviving Corporation consisted of
seven members selected by LDDS-TN and three members selected by Metromedia
Company, a Delaware general partnership and formerly the sole stockholder of MCC
("Metromedia"). Accordingly, unless otherwise provided herein, all references to
and information regarding the Company contained in this Proxy Statement relate
to LDDS-TN prior to the Mergers and to the Surviving Corporation after the
Mergers.Metromedia Company.................................. 30,855,983(2) 16.3%
One Meadowlands Plaza
East Rutherford, New Jersey 07073
ALLTEL Corporation ("ALLTEL")....................... 13,342,606 8.3%
One Allied Drive
Little Rock, Arkansas 72202To the knowledge of the Company, 999,705 shares, or approximately 50%, of
the 2,000,000 outstanding shares of Series 2 Preferred Stock are owned by The
1818 Fund, L.P., 63 Wall Street, New York, NY 10005. The general and managing
partner of The 1818 Fund, L.P. is Brown Brothers Harriman & Co. ("Brown
Brothers"), which has designated its partners T. Michael Long and Lawrence C.
Tucker the sole and exclusive partners having voting and investment power with
respect to the Common Stock into which said Series 2 Preferred Stock is
convertible. On the Record Date, the 999,705 outstanding shares of Series 2
Preferred Stock owned by The 1818 Fund, L.P. were convertible into 2,115,919
shares of Common Stock, representing 1.3% of the outstanding Common Stock.Carl J. Aycock........................................ 463,178(2) *
Max E. Bobbitt........................................ 52,646(3) *
Charles T. Cannada.................................... 143,455(4) *
Danny M. Dunnaway..................................... 36,578(5) *
Bernard J. Ebbers..................................... 7,309,103(6) 4.5%
Francesco Galesi...................................... 1,489,668(7) *
Stiles A. Kellett, Jr................................. 914,431(8) *
Silvia Kessel......................................... 3,000(9) *
John W. Kluge......................................... 30,858,983(10) 16.3%
Gregory A. LeVert..................................... 100,000(11) *
John A. Porter........................................ 2,370,261(12) 1.5%
Stuart Subotnick...................................... 30,858,983(13) 16.3%
Lawrence C. Tucker.................................... 2,124,553(14) 1.3%
Roy A. Wilkens........................................ -0- *
All Directors and Current Executive Officers as a
Group (14 persons).................................. 43,839,588(15) 23.1%
(10) A total of 30,855,983 of these shares are beneficially owned by Metromedia,
of which Mr. Kluge is Chairman and President. The amount shown includes
21,876,976 shares issuable upon conversion of the Series 1 Preferred Stock,
and 6,213,952 shares issuable upon the exercise of warrants. Also includes
3,000 shares purchasable upon exercise of options.
(13) A total of 30,855,983 of these shares are beneficially owned by Metromedia,
of which Mr. Subotnick is Executive Vice President. The amount shown
includes 21,876,976 shares issuable upon conversion of the Series 1
Preferred Stock, and 6,213,952 shares issuable upon the exercise of
warrants. Also includes 3,000 shares purchasable upon exercise of options.(14) A total of 2,115,919 of these shares are beneficially owned by The 1818
Fund, L.P. Brown Brothers is the general and managing partner of The 1818
Fund, L.P. and Mr. Tucker, as a general partner of Brown Brothers, shares
voting and investment power with respect to such securities. Also includes
8,634 shares purchasable upon exercise of options.=========On August 14, 1989 WorldCom, Inc. (formerly LDDS Communications, Inc.) went public through a merger with Advantage Companies.
On June 7, 2001 WorldCom, Inc. announced that its proposal to create two tracking stocks has been approved by shareholders. WorldCom group stock (Nasdaq: WCOM) will reflect the performance of the Company's high-growth data, Internet and international operations, as well as commercial voice services, and MCI group stock (Nasdaq: MCIT) will reflect the performance of its high-cash flow consumer, small business, wholesale long distance, wireless messaging and dial-up Internet access operations.
http://www.worldcom.com/about_the_company/press_releases/display.phtml?cr/20010820
CLINTON, Miss., August 20, 2001 -- WorldCom, Inc. (NASDAQ: WCOM, MCIT) today announced that it has elected to redeem on October 1, 2001 (the "Redemption Date"), all outstanding shares of its Series B Convertible Preferred Stock (the "Series B Preferred Stock"). On August 17, 2001, there were outstanding approximately 9.1 million shares of Series B Preferred Stock.
On the Redemption Date, each share of Series B Preferred Stock will be redeemed for $1.00, plus accrued and unpaid dividends of $0.465 per share. The right of holders of Series B Preferred Stock to convert, at their option, all or a portion of such shares into shares of common stock of the Company at a rate of 0.1460868 shares of WorldCom group common stock and 0.005843472 shares of MCI group common stock for each share of Series B Preferred Stock will terminate at 5:00 p.m., Eastern Daylight Time, on September 28, 2001 -- the last business day preceding the Redemption Date. No fractional shares will be issued upon conversion. Any fractional interest will be paid in cash.
========515 East Amite Street, Jackson, MississippiOver our history, Southern Farm Bureau Life has occupied only four buildings. The first building owned by the company was located in downtown Jackson, Mississippi, (above left) and was occupied from 1958 until 1980, when operations outgrew the facility. 515 East Amite Street Home Office operations now make their home in the Lakeover Office Park in northwest Jackson, Mississippi (below).<A HREF="http://www.ctrl.org/">www.ctrl.org</A> DECLARATION & DISCLAIMER ========== CTRL is a discussion & informational exchange list. Proselytizing propagandic screeds are unwelcomed. Substance—not soap-boxing—please! These are sordid matters and 'conspiracy theory'—with its many half-truths, mis- directions and outright frauds—is used politically by different groups with major and minor effects spread throughout the spectrum of time and thought. That being said, CTRLgives no endorsement to the validity of posts, and always suggests to readers; be wary of what you read. CTRL gives no credence to Holocaust denial and nazi's need not apply.Let us please be civil and as always, Caveat Lector. ======================================================================== Archives Available at: http://peach.ease.lsoft.com/archives/ctrl.html <A HREF="http://peach.ease.lsoft.com/archives/ctrl.html">Archives of [EMAIL PROTECTED]</A>
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