-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VFTQrTvA9OD1IEOJLzMIBua8sxyWmmHgVIpORLZkzKvZ8SOu/7hmKGWFhSH4d3Iw bSlzIIfVMQwrxqT+jILnPw== 0000950138-01-000048.txt : 20010223 0000950138-01-000048.hdr.sgml : 20010223 ACCESSION NUMBER: 0000950138-01-000048 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LCC INTERNATIONAL INC CENTRAL INDEX KEY: 0001016229 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 541807038 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-52615 FILM NUMBER: 1541852 BUSINESS ADDRESS: STREET 1: 7925 JONES BRANCH DR STREET 2: STE 800 CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: 7035316666 MAIL ADDRESS: STREET 1: 2300 CLARENDON BLVD STREET 2: SUITE 800 CITY: ARLINGTON STATE: VA ZIP: 22201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WORLDCOM INC/GA// CENTRAL INDEX KEY: 0000723527 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 581521612 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 500 CLINTON CENTER DRIVE CITY: CLINTON STATE: MS ZIP: 39056 BUSINESS PHONE: 6014605600 FORMER COMPANY: FORMER CONFORMED NAME: MCI WORLDCOM INC DATE OF NAME CHANGE: 19980914 FORMER COMPANY: FORMER CONFORMED NAME: WORLDCOM INC /GA/ DATE OF NAME CHANGE: 19970127 FORMER COMPANY: FORMER CONFORMED NAME: LDDS COMMUNICATIONS INC /GA/ DATE OF NAME CHANGE: 19930916 SC 13D/A 1 0001.txt SCHEDULE 13D AMENDMENT NO. 1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1) LCC International, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 501810 10 5 - -------------------------------------------------------------------------------- (CUSIP Number) Scott D. Sullivan Chief Financial Officer and Secretary WorldCom, Inc. 500 Clinton Center Drive Clinton, Mississippi 39056 (601) 460-5600 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages) (Page 1 of 9 Pages) ================================================================================ CUSIP No. 501810 10 5 Schedule 13D Page 2 of 9 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) WorldCom, Inc. 58-1521612 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO (See Item 3) - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Georgia - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 2,841,099 (See Item 5) ------------------------------------------------------------------ BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 0 ------------------------------------------------------------------ EACH REPORTING 9 SOLE DISPOSITIVE POWER 2,841,099 (See Item 5) ------------------------------------------------------------------ PERSON WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,841,099 shares of Class A Common Stock (See Item 5) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.62% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 501810 10 5 Schedule 13D Page 3 of 9 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MCI WORLDCOM Network Services, Inc. 13-2745892 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO (See Item 3) - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 2,841,099 (See Item 5) ------------------------------------------------------------------ BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 0 ------------------------------------------------------------------ EACH REPORTING 9 SOLE DISPOSITIVE POWER 2,841,099 (See Item 5) ------------------------------------------------------------------ PERSON WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,841,099 shares of Class A Common Stock (See Item 5) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.62% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 501810 10 5 Schedule 13D Page 4 of 9 Pages Preliminary Statement This Amendment No. 1 (the "Amendment") amends the Schedule 13D (the "Schedule 13D") filed July 30, 1999. The cover page, Items 1, 2, and 5, and Appendix A of the Schedule 13D shall be amended and restated as follows. All other information in the Schedule 13D remains unchanged. Item 1. Security and Issuer This Amendment relates to shares of Class A Common Stock, par value $0.01 per share (the "Shares"), of LCC International, Inc. ("LCCI" or the "Company"), a Delaware corporation. The principal executive offices of LCCI are located at 7925 Jones Branch Drive, McLean, VA 22102. Item 2. Identity and Background (a)-(c), (f) The name, state of incorporation and business address of the persons filing this statement (together, the "Reporting Persons") are: (1) WorldCom, Inc., a Georgia corporation 500 Clinton Center Drive, Clinton, MS 39056, U.S.A.; and (2) MCI WORLDCOM Network Services, Inc. (formerly known as MCI Telecommunications Corporation), a Delaware corporation 500 Clinton Center Drive, Clinton, MS 39056, U.S.A. The principal business of WorldCom and its subsidiaries is telecommunications. Information relating to the directors and executive officers of the Reporting Persons is contained in Appendix A attached hereto and is incorporated herein by reference. (d) and (e) Neither WorldCom nor the Purchaser nor, to the best of their knowledge, any of the persons listed in Appendix A has, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which has resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Item 5. Interest in Securities of the Issuer. (a) and (b). Under the definition of "beneficial ownership" as set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the Reporting Persons currently have beneficial ownership of 2,841,099 Shares of LCCI. This amount constitutes approximately 23.62% of the outstanding Shares, based upon a total of 12,026,436 outstanding Shares as of November 6, 2000, as represented by LCCI in LCCI's Form 10-Q for the Quarterly Period Ended September 30, 2000, as adjusted to give effect to the issuance of the shares. The percentage ownership of the Reporting Persons changed only as a result of a change in the number of outstanding shares; the Reporting Persons have made no purchases or dispositions of the Shares since the filing of the Schedule 13D. The Reporting Persons have the sole power to vote and the sole power to dispose such Shares. The filing of this Amendment shall not be construed as an admission that the Reporting Persons are the beneficial owner of any Shares other than those discussed in this paragraph. (c) To the best knowledge of the Reporting Persons, neither the Reporting Persons nor any directors or executive officers of any of the Reporting Persons and no other person described in Item 2 hereof have, beneficial ownership of, or has engaged in any transaction during the past 60 days in, any Shares. CUSIP No. 501810 10 5 Schedule 13D Page 5 of 9 Pages (d) No one else will have the right to receive or the power to direct the receipt of dividends from the Shares owned by the Purchaser. (e) Not applicable. SIGNATURE After reasonable 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: February 14, 2001 WorldCom, Inc. By: /S/ SCOTT D. SULLIVAN ----------------------------------------- Name: Scott D. Sullivan Title: Chief Financial Officer and Secretary MCI WORLDCOM Network Services, Inc. By: /S/ SCOTT D. SULLIVAN ----------------------------------------- Name: Scott D. Sullivan Title: Chief Financial Officer and Secretary CUSIP No. 501810 10 5 Schedule 13D Page 6 of 9 Pages Appendix A INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS Directors and Executive Officers of WorldCom. Set forth below are the name, current business address, citizenship and the present principal occupation or employment and material occupations, positions, offices or employments for the past five years of each director and executive officer of WorldCom, Inc. The principal address of WorldCom, Inc. and, unless otherwise indicated below, the current business address for each individual listed below is 500 Clinton Center Drive, Clinton, Mississippi 39056, U.S.A. Each such person is a citizen of the United States. Unless otherwise indicated, each occupation set forth opposite the individual's name refers to employment with WorldCom, Inc. References to service with MCI WorldCom prior to September 1993 include service with LDDS Communications, Inc., a Tennessee corporation, which was the accounting, but not the legal, survivor of a three-way merger with Metromedia Communications Corporation and Resurgens Communications Group, Inc. Present Principal Occupation or Employment; Name and Current Material Positions Held During Business Address the Past Five Years ---------------- -------------------------------------------- CLIFFORD l. ALEXANDER, JR. Mr. Alexander has been a director of Alexander & Associates, Inc. WorldCom since its merger with MCI 400 C. Street, N.E. Communications Corporation ("MCI") in Washington, D.C. 20002 September 1998 (the "MCI Merger"). Mr. U.S.A. Alexander was a director of MCI until the MCI Merger. He has been President of Alexander & Associates, Inc., management consultants, since 1981 and has been Chairman and Chief Executive Officer of The Dun & Bradstreet Corporation, a provider of business-to-business credit, marketing and purchasing information and commercial receivables management services, since October 1999. Mr. Alexander is also a director of Dreyfus 3rd Century Fund, Dreyfus General Family of Funds, Mutual of America Life Insurance Company, American Home Products Corporation and IMS Health Incorporated. James C. Allen Mr. Allen has been a director of WorldCom 3023 Club Drive since March 1998. Mr. Allen is currently an Destin, FL 32541 investment director and member of the U.S.A. general partner of Meritage Private Equity Fund, a venture capital fund specializing in the telecommunications industry. 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 January 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 serves as a director of Verio Inc., Completel LLC and David Lipscomb University and is Chairman of Open Access Broadband Networks, Inc. CUSIP No. 501810 10 5 Schedule 13D Page 7 of 9 Pages Present Principal Occupation or Employment; Name and Current Material Positions Held During Business Address the Past Five Years ---------------- -------------------------------------------- JUDITH AREEN Ms. Areen has been a director of WorldCom Georgetown University Law Center since its merger with MCI in September 1998. 600 New Jersey Avenue, N.W. Ms. Areen was a director of MCI until the Washington, D.C. 20001 MCI Merger. She has been Executive Vice U.S.A. President for Law Center Affairs and Dean of the Law Center, Georgetown University since 1989. She has been a Professor of Law, Georgetown University, since 1976. CARL J. AYCOCK Mr. Aycock has been a director of WorldCom 123 South Railroad Avenue since 1983. Mr. Aycock served as Secretary Brookhaven, MS 39601 of WorldCom from 1987 to 1995 and was the U.S.A. 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 Mr. Bobbitt has been a director of WorldCom 70 Beachside Drive since 1992. Mr. Bobbitt was a director of Apt. D203 Advanced Telecommunications Corporation Vero Beach, FL 32963 ("ATC") until its merger with WorldCom in U.S.A. December 1992 (the "ATC Merger"). He is currently a director of Cereus Technology Partners, Inc., a provider of Internet-based technology services, and Metromedia China Corporation ("MCC"), a telecom-munications company. From July 1998 to the present, Mr. Bobbitt has been a telecommunications consultant. From March 1997 until July 1998, Mr. Bobbitt served as President and Chief Executive Officer of MCC. From January 1996 until March 1997, Mr. Bobbitt was President and Chief Executive Officer of Asian American Telecommunications Corporation, which was acquired by MCC in February 1997. From January 1995 until January 1996, Mr. Bobbitt was a telecommunications consultant. BERNARD J. EBBERS Mr. Ebbers has been President and Chief Executive Officer of WorldCom since April 1985. Mr. Ebbers has served as a director of WorldCom since 1983. FRANCESCO GALESI Mr. Galesi has been a director of WorldCom The Galesi Group since 1992. Mr. Galesi was a director of ATC 435 East 52nd Street until the ATC Merger. Mr. Galesi is the New York, NY 10022 Chairman and Chief Executive Officer of the U.S.A. Galesi Group, which includes companies engaged in distribution, manufacturing, real estate and telecommunications. Mr. Galesi serves as a director of Walden Residential Properties, Inc., and Keystone Property Trust. STILES A. KELLETT, JR. Mr. Kellett has served as a director of Kellett Investment Corporation WorldCom since 1981. Mr. Kellett has been 200 Galleria Parkway, Suite 1800 Chairman of Kellett Investment Corporation Atlanta, GA 30339 since 1995. Mr. Kellett serves as a director U.S.A. of Netzee, Inc. CUSIP No. 501810 10 5 Schedule 13D Page 8 of 9 Pages Present Principal Occupation or Employment; Name and Current Material Positions Held During Business Address the Past Five Years ---------------- -------------------------------------------- GORDON S. MACKLIN Mr. Macklin has been a director of WorldCom 8212 Burning Tree Road since its merger with MCI in September 1998. Bethesda, MD 20817 Mr. Macklin was a director of MCI until the U.S.A. MCI Merger. Mr. Macklin is currently a corporate financial advisor. From 1993 until 1998, Mr. Macklin served as Chairman, White River Corporation, an information services company. Mr. Macklin is also a director of White Mountains Insurance Group, Ltd., Overstock.com, Martek Biosciences Corporation, MedImmune, Inc., Spacehab, Inc., and director, trustee or managing general partner, as the case may be, of 47 of the investment companies in the Franklin Templeton Group of Funds. Mr. Macklin was formerly chairman, Hambrecht and Quist Group; and President, National Association of Securities Dealers, Inc. BERT C. ROBERTS, JR. Mr. Roberts has been a director and Chairman WorldCom, Inc. of the Board of WorldCom since its merger 500 Clinton Center Drive with MCI in September 1998. He was Chairman Clinton, MS 39056 of the Board of MCI from June 1992 to U.S.A. September 1998, when it merged with WorldCom. He was Chief Executive Officer of MCI from December 1991 to November 1996. He was President and Chief Operating Officer of MCI from October 1985 to June 1992 and President of MCI WORLDCOM Network Services, Inc. from May 1983 to June 1992. Mr. Roberts is a director of The News Corporation Limited, Telefonica de Espana, S.A., Valence Technology, Inc. and CAPCure. JOHN W. SIDGMORE Mr. Sidgmore serves as Vice Chairman of the WorldCom, Inc. Board of WorldCom. Mr. Sidgmore has been a 22001 Loudoun County Parkway director of WorldCom since the MFS Merger Ashburn, VA 20147 and has served as a director of MFS since U.S.A. August 1996. From the MFS Merger until the MCI Merger, Mr. Sidgmore served as Vice Chairman of the Board and Chief Operations Officer of WorldCom. Mr. Sidgmore was President and Chief Operating Officer of MFS from August 1996 until the MFS Merger. He was Chief Executive Officer of UUNET Technologies, Inc. ("UUNET") from June 1994 until October 1998, and President of UUNET from June 1994 to August 1996 and from January 1997 to September 1997. Mr. Sidgmore has been a director of UUNET since June 1994. From 1989 to 1994, he was President and Chief Executive Officer of CSC Intelicom, a telecommunications software company. Mr. Sidgmore is a director of ADC Telecommunications, Inc., and MicroStrategy Incorporated. SCOTT D. SULLIVAN Mr. Sullivan has been a director of WorldCom since 1996. Mr. Sullivan serves as Chief Financial Officer and Secretary of WorldCom. From the ATC Merger until December 1994, Mr. Sullivan served as Vice President and Assistant Treasurer of WorldCom. 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 LLP. CUSIP No. 501810 10 5 Schedule 13D Page 9 of 9 Pages Directors and Executive Officers of the Purchaser. Set forth below are the name, current business address, citizenship and the present principal occupation or employment and material occupations, positions, offices or employments for the past five years of each director and executive officer of the Purchaser. The principal address of the Purchaser and, unless otherwise indicated below, the current business address for each individual listed below is 500 Clinton Center Drive, Clinton, MS 39056, U.S.A. Each such person is a citizen of the United States. Unless otherwise indicated, each occupation set forth opposite the individual's name refers to employment with the Purchaser. BERNARD J. EBBERS Director, President and Chief Executive Officer. See description above. SCOTT D. SULLIVAN Secretary, Treasurer and Chief Financial Officer. See description above. -----END PRIVACY-ENHANCED MESSAGE-----