-----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, BCpR+0PaPzjynTtmMkkCQ9oH9q/tWRrxtR94Zduh89NRh3PqyWHnGufU58c5JRzv ZZPriYsL28+tZUVXsouqhA== 0000950134-96-006542.txt : 19961126 0000950134-96-006542.hdr.sgml : 19961126 ACCESSION NUMBER: 0000950134-96-006542 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961125 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PREMIERE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000880804 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 593074176 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-47353 FILM NUMBER: 96671703 BUSINESS ADDRESS: STREET 1: 3399 PEACHTREE ROAD NE STREET 2: LENOX BUILDING SUITE 400 CITY: ATLANTA STATE: GA ZIP: 30326 BUSINESS PHONE: 4042628435 MAIL ADDRESS: STREET 1: 3399 PEACHTREE RD NE STREET 2: STE 400 CITY: ATLANTA STATE: GA ZIP: 30326 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WORLDCOM INC /MS/ 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 BUSINESS ADDRESS: STREET 1: 515 EAST AMITE ST CITY: JACKSON STATE: MS ZIP: 39201-2702 BUSINESS PHONE: 6013608600 FORMER COMPANY: FORMER CONFORMED NAME: LDDS COMMUNICATIONS INC /GA/ DATE OF NAME CHANGE: 19930916 FORMER COMPANY: FORMER CONFORMED NAME: RESURGENS COMMUNICATIONS GROUP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CENTRAL CORP /GA/ DATE OF NAME CHANGE: 19890523 SC 13D 1 SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. _____) * Premiere Technologies, Inc. ---------------------------------------------------------------- (Name of Issuer) Common Stock $.01 par value ---------------------------------------------------------------- (Title of Class of Securities) 74058F102 ---------------------------------------------------------------- (CUSIP Number) Scott D. Sullivan, WorldCom, Inc., 515 East Amite Street, Jackson, MS 39201-2702 (601) 360-8600 ----------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 13, 1996 ---------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b) (3) or (4), check the following box [ ]. 2 CUSIP No. 74058F102 -------------------------- 1) Names of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above Persons WorldCom, Inc./58-1521612 ----------------------------------------------------------------------- 2) Check the Appropriate Row if a Member of a Group (See Instructions) (a) -------------------------------------------------------------------- (b) -------------------------------------------------------------------- 3) SEC Use Only ----------------------------------------------------------- 4) Source of Funds (See Instructions) OO ------------------------------------- 5) Check 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 2,050,000 Shares Bene- ----------------------------------------------------- ficially (8) Shared Voting Power -0- Owned by ----------------------------------------------------- Each (9) Sole Dispositive Power 2,050,000 Reporting ----------------------------------------------------- Person With (10) Shared Dispositive Power -0- ----------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,050,000 ---------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) --------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 9.5% -------------------- 14) Type of Reporting Person (See Instructions) CO --------------------------- 3 ITEM 1. SECURITY AND ISSUER. Title and class of equity securities: Common Stock, $.01 par value Name and address of issuer of equity securities: Premiere Technologies, Inc. ("Premiere") 3399 Peachtree Road NE The Lenox Building, Suite 400 Atlanta, Georgia 30326 ITEM 2. IDENTITY AND BACKGROUND. (a) Name of Person Filing: WorldCom, Inc. ("WorldCom") (b) Residence or business address: 515 East Amite Street Jackson, Mississippi 39201-2702 (c) Principal business: Long distance telecommunications (d) Criminal proceedings specified in Item 2(d) of Schedule 13D during last five years: none (e) Civil proceedings specified in Item 2(e) of Schedule 13D during last five years: none (f) Citizenship: a Georgia corporation See Attachment A for certain information related to certain executive officers and directors of the Company. To the best of WorldCom's knowledge, the executive officers and directors of WorldCom do not beneficially own any shares of the Issuer's Common Stock and have not been subject to any criminal or civil proceedings specified in Item 2(d) or 2(e) of Schedule 13D. In the event that WorldCom becomes aware that any such individuals are holders of the Issuer's Common Stock or have been subject to any such proceedings, an amendment will be filed. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Shares were issued by Premiere to WorldCom pursuant to the terms of a Strategic Alliance Agreement dated November 13, 1996. The terms of the Strategic Alliance Agreement by and between Premiere and WorldCom are incorporated herein by reference. ITEM 4. PURPOSE OF TRANSACTION. WorldCom acquired the Premiere shares for investment purposes and not with a view to changing or influencing control of Premiere. WorldCom has no plans for the purchases of additional shares of Premiere. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) 2,050,000 shares of Common Stock beneficially owned by WorldCom, Inc. or 9.5% of that class, based on 21,683,377 shares of Common Stock reported by the Issuer as outstanding as of November 11, 1996. (b) Number of shares as to which such person has: (i) sole voting power: 2,050,000 (ii) shared voting power: -0- (iii) sole dispositive power: 2,050,000 (iv) shared dispositive power: -0- (c) Transactions in the class during past 60 days: None, except as decribed herein. 4 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. WorldCom and Premiere entered into an Investment Agreement dated November 13, 1996 which provides Premiere a right of first refusal to reacquire the shares and WorldCom registration rights. The terms and provisions of the Investment Agreement are incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Strategic Alliance Agreement dated November 13, 1996, by and between Premiere and WorldCom (incorporated herein by reference to Exhibit 10.1 to Premiere's Current Report on Form 8-K dated November 13, 1996 (filed November 22, 1996) (SEC File No. 33-80547)). 2. Investment Agreement dated November 13, 1996 (incorporated herein by reference to Exhibit 10.2 to Premiere's Current Report on Form 8-K dated November 13, 1996 (filed November 22, 1996) (SEC File No. 33- 80547)) 5 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. November 25, 1996 --------------------------- (Date) /s/ Scott D. Sullivan --------------------------- (Signature) Scott D. Sullivan --------------------------- Chief Financial Officer 6 ATTACHMENT A Set forth below is the name, position with WorldCom, Inc., business address and principal business of the executive officers and directors of WorldCom, Inc. All such persons are United States citizens.:
NAME AND POSITION BUSINESS ADDRESS PRINCIPAL BUSINESS Carl J. Aycock, 123 S. Railroad Avenue Financial administrator Director Brookhaven, Mississippi 39601 Max E. Bobbitt, 62 Carmel Drive Consultant Director Little Rock, Arkansas 72212 Charles T. Cannada, 515 East Amite Street Senior Vice President - Executive Officer Jackson, Mississippi 39201 WorldCom, Inc. Bernard J. Ebbers, 515 East Amite Street President and Chief Executive Officer - Executive Officer Jackson, Mississippi 39201 WorldCom, Inc. and Director Francesco Galesi, 435 East 52nd Street Chairman and Chief Executive Officer of The Galesi Director New York, New York 10022 Group, which includes companies engaged in distribution, manufacturing, real estate and telecommunications Stiles A. Kellett, 200 Galleria Parkway, Private investor Jr., Suite 1800 Director Atlanta, Georgia 30339 Silvia Kessel, 215 East 67th Street Senior Vice President of Metromedia Company, which Director New York, New York 10021 is a diversified, privately held investment partnership and management company engaged in a variety of businesses in the high technology, telecommunications, computerized painting, automotive parts and the food services and hospitality industries John W. Kluge 215 East 67th Street Chairman of the Board of WorldCom, Inc.; Director New York, New York 10021 Chairman and President of Metromedia Company John A. Porter, Hidden Bridge Farm Vice Chairman of the Board of WorldCom, Inc.; Director 1809 Chancellor Point Rd. Chairman of the Board and Chief Executive Office Trappe, MD 21673 of Industrial Manufacturing, Inc., a manufacturer of electrical power distribution products. Chairman of the Board of Phillips & Brooks/Gladwin, Inc., a manufacturer of pay telephone enclosures and equipment. Mr. Porter is President and sole shareholder of P.M. Restaurant Group, Inc., which filed for protection under Chapter 11 of the U.S. Bankruptcy Code in March 1995. Stuart Subotnick, 215 East 67th Street Executive Vice President of Metromedia Company Director New York, New York 10021 Scott D. Sullivan, 515 East Amite Street Chief Financial Officer and Secretary - WorldCom, Executive Officer Jackson, Mississippi 39201 Inc. and Director Lawrence C. Tucker, 59 Wall Street General Partner of Brown Brothers Harriman & Co., Director New York, New York 10005 a private banking firm Roy A. Wilkens, One Williams Center President and Chief Executive Officer-WilTel, a Executive Officer Tulsa, Oklahoma 74172 division of WorldCom, Inc. and Director
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