-----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, S6X3pTx2fGiYIwUOHR+f1WkB8HAsSJI0jkyMhxRwMaanNTwfZWQlLuiSD809rHHi iETLUcEKW18Cc30Gu1Gj0Q== 0000950138-99-000044.txt : 19990219 0000950138-99-000044.hdr.sgml : 19990219 ACCESSION NUMBER: 0000950138-99-000044 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990218 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OZEMAIL LTD CENTRAL INDEX KEY: 0001013742 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-48161 FILM NUMBER: 99545358 BUSINESS ADDRESS: STREET 1: LOCKED BOG 5678 CITY: ST LEONARDS 2065 SYD STATE: C3 BUSINESS PHONE: 6129433240 MAIL ADDRESS: STREET 1: LOCKED BAG 5678 STREET 2: 2065 ST LEONARDS CITY: NSW AUSTRALIA STATE: C3 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MCI WORLDCOM INC 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 14D1/A BUSINESS ADDRESS: STREET 1: 515 EAST AMITE ST CITY: JACKSON STATE: MS ZIP: 39201-2702 BUSINESS PHONE: 6013608600 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 FORMER COMPANY: FORMER CONFORMED NAME: RESURGENS COMMUNICATIONS GROUP INC DATE OF NAME CHANGE: 19920703 SC 14D1/A 1 AMENDMENT NO. 9 TO SCHEDULE 14D-1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- AMENDMENT NO. 9 to SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND AMENDMENT NO. 10 TO SCHEDULE 13D --------------- OZEMAIL LIMITED (ACN # 066 387 157) (NAME OF SUBJECT COMPANY) UUNET HOLDINGS AUSTRALIA PTY LIMITED UUNET TECHNOLOGIES, INC. MCI WORLDCOM, INC. (BIDDER) --------------- ORDINARY SHARES AND AMERICAN DEPOSITARY SHARES, EACH REPRESENTING 10 ORDINARY SHARES (TITLE OF CLASS OF SECURITIES) --------------- [NONE] (ORDINARY SHARES) [692674104] (AMERICAN DEPOSITARY SHARES) (CUSIP NUMBER OF CLASS OF SECURITIES) --------------- CHARLES T. CANNADA SENIOR VICE PRESIDENT, CORPORATE DEVELOPMENT MCI WORLDCOM INC. 515 EAST AMITE STREET JACKSON, MISSISSIPPI 39201 (601) 360-8600 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER) --------------- WITH COPIES TO: R. RANDALL WANG, ESQ. MARTINA W. KNEE, ESQ. BRYAN CAVE LLP UUNET TECHNOLOGIES, INC. ONE METROPOLITAN SQUARE 3060 WILLIAMS DRIVE SUITE 3600 FAIRFAX, VIRGINIA 22031 ST. LOUIS, MISSOURI 63102 (703) 206-5600 (314) 259-2000 Page 1 of 9 pages Exhibit Index is located on page 8. ================================================================================ Amendment No. 9 to 14D-1 CUSIP NO. 692674104 Page 2 of 9 Pages - ------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS UUNET HOLDINGS AUSTRALIA PTY LIMITED (00-00000000) - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* WC & BK - ------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) OR 2(f) NOT APPLICABLE [_] - ------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION NEW SOUTH WALES, AUSTRALIA - ------------------------------------------------------------------------------- 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,863,174 - ------------------------------------------------------------------------------- 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES* NOT APPLICABLE [_] - ------------------------------------------------------------------------------- 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 14.9% - ------------------------------------------------------------------------------- 10. TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Amendment No. 9 to 14D-1 CUSIP NO. 692674104 Page 3 of 9 Pages - ------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS UUNET TECHNOLOGIES, INC. 54-1543611 - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* WC & BK - ------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) OR 2(f) NOT APPLICABLE [_] - ------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,863,174 - ------------------------------------------------------------------------------- 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES* NOT APPLICABLE [_] - ------------------------------------------------------------------------------- 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 14.9% - ------------------------------------------------------------------------------- 10. TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Amendment No. 9 to 14D-1 CUSIP NO. 692674104 Page 4 of 9 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS MCI WORLDCOM, INC. 58-1521612 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* WC & BK - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) OR 2(f) NOT APPLICABLE [_] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION GEORGIA - -------------------------------------------------------------------------------- 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,863,174 - -------------------------------------------------------------------------------- 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES* NOT APPLICABLE [_] - -------------------------------------------------------------------------------- 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 14.9% - -------------------------------------------------------------------------------- 10. TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Amendment No. 9 to 14D-1 CUSIP NO. 692674104 Page 5 of 9 Pages This Statement amends and supplements the combined Tender Offer Statement on Schedule 14D-1 and Amendment No. 1 to Schedule 13D filed with the Securities and Exchange Commission on January 7, 1999, which was amended on January 20, 1999, January 27, 1999, February 2, 1999, February 3, 1999, February 9, 1999, February 12, 1999, February 12, 1999 and February 16, 1999 (the "Schedule 14D-1"), and relates to the offer by UUNET Holdings Australia Pty Limited, a company incorporated in New South Wales, Australia ("Purchaser") and a wholly owned subsidiary of UUNET Technologies, Inc., a Delaware corporation ("Intermediate"), which is, in turn, a wholly-owned subsidiary of MCI WORLDCOM, Inc., a Georgia corporation ("Parent"), to purchase all outstanding: (a) ordinary shares (the "Shares") of OzEmail Limited, a corporation incorporated under the laws of the State of New South Wales, Australia (the "Company"), and (b) American Depositary Shares ("ADSs"), each representing 10 Ordinary Shares (the Shares and the ADSs collectively, the "Securities"), of the Company, at a price of US$2.20 per Share and US$22.00 per ADS, net to the seller in cash, without interest thereon (the "Offer Price"), upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 8, 1999 (Sydney time (January 7, 1999, New York time)), a copy of which was attached and filed with the Schedule 14D-1 as Exhibit (a)(1) thereto and (i) in the case of Shares, in the related Acceptance and Transfer Form, a copy of which was attached and filed with the Schedule 14D-1 as Exhibit (a)(2) thereto and (ii) in the case of ADSs, in the related Letter of Transmittal, a copy of which was attached and filed with the Schedule 14D-1 as Exhibit (a)(3) thereto (which Offer to Purchase, Acceptance and Transfer Form and Letter of Transmittal, as amended from time to time, together constitute the "Offer"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Schedule 14D-1. ITEM 10. ADDITIONAL INFORMATION. Item 10(f) is hereby amended and supplemented by the following: Item 7 of the Offer to Purchase is hereby supplemented by the following: "On 17 February, 1999 (Sydney, Australia time) OzEmail issued a press release announcing its earnings for the year and quarter ended December 31, 1998 which reported, among other things, the following: "Revenues for the fourth quarter of 1998 were A$31,555,000 (US$19,236,000), an increase of 83.4% over 1997 fourth quarter revenues of A$17,210,000 (US$11,187,000). The revenues in the quarter, representing the 16th straight quarter of sequential revenue growth, were primarily attributable to increased dial-up and permanent connections from OzEmail's Australian Internet connectivity business and the acquisitions of Access One in November 1997 and Camtech and PowerUp Internet services in 1998. The operating loss for the quarter of A$2,656,000, was an improvement on the 1997 fourth quarter operating loss of A$8,073,000. This was primarily due to an improvement in the gross margin on account of infrastructure initiatives that have resulted in a decrease in cost of revenues as a percentage of net revenues. The net loss for the quarter was A$2,486,000, or A$0.19 per American Depositary Share ("ADS") (US$1,515,000 or US$0.12 per ADS) compared to a net loss for the fourth quarter of 1997 of A$7,764,000 or A$0.66 per ADS (US$5,047,000 or US$0.43 per ADS)." "For the year ended December 31, 1998, total net revenues grew by 97.6% to A$110,199,000 from A$55,767,000 in 1997. The net loss for the 1998 year was A$13,694,000 compared with a 1997 net loss of A$16,768,000." "Operating highlights from the fourth quarter of 1998 include: * The Company's active customer base increased 74% over the 1997 fourth quarter to approximately 292,000. * Positive earnings before interest, taxation, depreciation and amortization (EBITDA) of A$4,045,000 in the fourth quarter resulting in a year to date EBITDA of A$6,475,000. * On December 14, 1998 the Company announced the sale of ordinary shares at US$2.00 per share to MCI WorldCom through its subsidiary UUNET Holdings Australia Pty Limited, which after the issuance resulted in MCI WorldCom owning 14.9% of the Company. The Company received aggregate proceeds of approximately US$43.7 million from this transaction. * On January 4, 1999 the Company announced the purchase of 60% of SE Net, a significant Internet service provider in its region. Amendment No. 9 to 14D-1 CUSIP NO. 692674104 Page 6 of 9 Pages * The Company announced that it is establishing a trial for the delivery of high-speed, direct-to-home Internet services with regional pay-TV provider AUSTAR." A copy of the press release in its entirety is filed as exhibit (a)(23) hereto and incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended and supplemented by the addition of the following paragraph thereto: "(a)(23) News Release dated 17 February, 1999 (Sydney, Australia time), issued by OzEmail." The undersigned hereby agree to jointly file a statement on Schedule 14D-1 and Schedule 13D, together with any amendments thereto, with the SEC pursuant to the requirements of Rule 14d-1 and Rule 13d-1 under the Securities Exchange Act of 1934, as amended. Amendment No. 9 to 14D-1 CUSIP NO. 692674104 Page 7 of 9 Pages SIGNATURES After due 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 18, 1999 UUNET Holdings Australia Pty Limited By: * Name: Charles T. Cannada Title: Director UUNET Technologies, Inc. By: * Name: Mark F. Spagnolo Title: President and Chief Executive Officer MCI WORLDCOM, Inc. By: * Name: Scott D. Sullivan Title: Chief Financial Officer and Secretary *By: /s/ Charles T. Cannada --------------------------------------- Name: Charles T. Cannada Title: Authorized Representative and Attorney- in-Fact under Powers of Attorney filed with the original Schedule 14D-1 Amendment No. 9 to 14D-1 CUSIP NO. 692674104 Page 8 of 9 Pages EXHIBIT INDEX *(a)(1) Offer to Purchase, dated January 8, 1999 (Sydney, Australia time) (January 7, 1999, New York time). *(a)(2) Acceptance and Transfer Form *(a)(3) Letter of Transmittal. *(a)(4) Notice of Guaranteed Delivery. *(a)(5) Letter from Merrill Lynch to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees holding OzEmail ADSs. *(a)(6) Letter to ADS Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees holding OzEmail ADSs. *(a)(7) Form of Summary Advertisement as published in the Wall Street Journal on January 7, 1999 (New York City time). *(a)(8) News Release dated January 7, 1999 (Jackson, MS time), issued by Parent. (a)(9) News Release dated December 13, 1998 (Jackson, MS time) and December 14, 1998 (Sydney, Australia time), issued by Parent (incorporated by reference to Schedule 1 to the Subscription Agreement, which appears as Exhibit 99.1 to Schedule 13D dated December 21, 1998 filed by MCI WorldCom, UUNET Technologies, Inc. and UUNET Holdings Australia Pty Limited with respect to OzEmail). (a)(10) News Release dated December 14, 1998 (Sydney, Australia time), issued by the Company (incorporated by reference to Schedule 2 to the Subscription Agreement, which appears as Exhibit 99.1 to Schedule 13D dated December 21, 1998 filed by MCI WorldCom, UUNET Technologies, Inc. and UUNET Holdings Australia Pty Limited with respect to OzEmail). *(a)(11) News Release dated January 20, 1999 (Jackson, MS time), issued by Parent. *(a)(12) Letter from Parent to Shareholders/ADS holders dated 27 January, 1999 (Sydney, Australia time). *(a)(13) Notice pursuant to Section 663(3) of the Corporation Law in the form filed by Purchaser with the Australian Stock Exchange on February 1, 1999. *(a)(14) News Release dated February 8, 1999 (Jackson, MS time), issued by Parent. *(a)(15) Letter from Parent to Shareholders/ADS holders dated 9 February, 1999 (Sydney, Australia time). *(a)(16) Notice of Variation pursuant to Section 657 of the Corporation Law in the form filed by Purchaser with the Australian Stock Exchange on 9 February, 1999 (Sydney, Australia time). *(a)(17) News Release dated February 11, 1999 (Jackson, MS time), issued by Parent. *(a)(18) News Release dated February 11, 1999 (Jackson, MS time), issued by Parent. *(a)(19) News Release dated February 12, 1999 (Jackson, MS time), issued by Parent. *(a)(20) Notice pursuant to Section 663(4) of the Corporation Law in the form to filed by Purchaser with the Australian Stock Exchange on 15 February, 1999. *(a)(21) Notice pursuant to Section 663(3) of the Corporation Law in the form to filed by Purchaser with the Australian Stock Exchange on 15 February, 1999. *(a)(22) Declaration pursuant to Section 730 of the Corporation Law given by the Australian Securities and Investments Commission on 16 February, 1999. (a)(23) News Release dated 17 February, 1999 (Sydney, Australia time), issued by OzEmail. Amendment No. 9 to 14D-1 CUSIP NO. 692674104 Page 9 of 9 Pages (b)(1) Amended and Restated Facility A Revolving Credit Agreement among MCI WorldCom (borrower), NationsBank, N.A. (Arranging Agent and Administrative Agent), NationsBanc Montgomery Securities LLC (Lead Arranger), Bank of America NT & SA, Barclays Bank PLC, The Chase Manhattan Bank, Citibank, N.A., Morgan Guaranty Trust Company of New York, and Royal Bank of Canada (Co-Syndication Agents) and the lenders named therein dated as of August 6, 1998 (incorporated herein by reference to Exhibit 10.1 to MCI WorldCom's Current Report on Form 8-K dated August 6, 1998 (filed August 7, 1998) (File No. 0-11258)). (b)(2) 364-day Revolving Credit and Term Loan Agreement among MCI WorldCom (borrower), NationsBank, N.A. (Arranging Agent and Administrative Agent), NationsBanc Montgomery Securities LLC (Lead Arranger), Bank of America NT & SA, Barclays Bank PLC, The Chase Manhattan Bank, Citibank, N.A., Morgan Guaranty Trust Company of New York, and Royal Bank of Canada (Co-Syndication Agents) and the lenders named therein dated August 6, 1998 (incorporated herein by reference to Exhibit 10.3 to MCI WorldCom's Current Report on Form 8-K dated August 6, 1998 (filed August 7, 1998) (File No. 0-11258)). (c) Subscription Agreement, dated December 11, 1998, by and between the Purchaser and the Company (incorporated by reference to Exhibit 99.1 to Schedule 13D dated December 21, 1998 filed by MCI WorldCom, UUNET Technologies, Inc. and UUNET Holdings Australia Pty Limited with respect to OzEmail). (d) [Not applicable.] (e) [Not applicable.] (f) [Not applicable.] *(g)(1) Powers of Attorney (contained on the signature pages to the original Schedule 14D-1, dated and filed on January 7, 1999). * Previously filed EX-99.(A)(23) 2 PRESS RELEASE Exhibit (a)(23) February 17, 1999, Wednesday OzEmail Limited (Nasdaq: OZEMY), the leading provider of comprehensive Internet services in Australasia, today released its results for the year and quarter ended December 31, 1998. Revenues for the fourth quarter of 1998 were A$31,555,000 (US$19,236,000), an increase of 83.4% over 1997 fourth quarter revenues of A$17,210,000 (US$11,187,000). The revenues in the quarter, representing the 16th straight quarter of sequential revenue growth, were primarily attributable to increased dial-up and permanent connections from OzEmail's Australian Internet connectivity business and the acquisitions of Access One in November 1997 and Camtech and PowerUp Internet services in 1998. The operating loss for the quarter of A$2,656,000, was an improvement on the 1997 fourth quarter operating loss of A$8,073,000. This was primarily due to an improvement in the gross margin on account of infrastructure initiatives that have resulted in a decrease in cost of revenues as a percentage of net revenues. The net loss for the quarter was A$2,486,000, or A$0.19 per American Depositary Share ("ADS") (US$1,515,000 or US$0.12 per ADS) compared to a net loss for the fourth quarter of 1997 of A$7,764,000 or A$0.66 per ADS (US$5,047,000 or US$0.43 per ADS). For the year ended December 31, 1998, total net revenues grew by 97.6% to A$110,199,000 from A$55,767,000 in 1997. The net loss for the 1998 year was A$13,694,000 compared with a 1997 net loss of A$16,768,000. Operating highlights from the fourth quarter of 1998 include: * The Company's active customer base increased 74% over the 1997 fourth quarter to approximately 292,000. * Positive earnings before interest, taxation, depreciation and amortization (EBITDA) of A$4,045,000 in the fourth quarter resulting in a year to date EBITDA of A$6,475,000. * On December 14, 1998 the Company announced the sale of ordinary shares at US$2.00 per share to MCI WorldCom through its subsidiary UUNET Holdings Australia Pty Limited, which after the issuance resulted in MCI WorldCom owning 14.9% of the Company. The Company received aggregate proceeds of approximately US$43.7 million from this transaction. * On January 4, 1999 the Company announced the purchase of 60% of SE Net, a significant Internet service provider in its region. * The Company announced that it is establishing a trial for the delivery of high-speed, direct-to-home Internet services with regional pay-TV provider AUSTAR. In December 1998, a subsidiary of MCI WORLDCOM, Inc., (Nasdaq: WCOM), announced a tender offer for all of the outstanding shares at a price of US$2.20 per share (US$22.00 per ADR) in OzEmail. An extension of its tender offer was announced on February 8, 1999. In this news release, references to "US$" are to United States dollars and references to "A$" are to Australian dollars. Amounts for quarterly results and full year results are translated into US$ for convenience at the exchange rate prevailing at the end of each quarter and at the end of each full year, respectively. The exchange rates between the U.S. dollar and the Australian dollar were $0.6500 and $0.6096 (expressed in U.S. dollar/Australian dollars) at December 31, 1997 and December 31, 1998, respectively. About OzEmail OzEmail is the leading provider of comprehensive Internet services in Australia. The Company's Internet services are designed to meet the different needs of its residential and enterprise customers ranging from low cost dial up to high performance, continuous access services integrating the Company's ISDN offering and consulting expertise. OzEmail's Internet telephony business -- Interline -- is a partnership between OzEmail Ltd (88%) and Ideata PTY Ltd (12%), an Australian manufacturer of telecommunications equipment. Interline has developed and is operating technology that allows the placement, routing and billing of high quality voice services over the internet, using existing tone dial phones. Certain statements made herein that are not historical are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may differ materially from actual future events or results. The future performance of the Company involves risks and uncertainties that could cause actual results to differ markedly from those anticipated by such forward-looking statements. Such risks include but are not limited to the following: a limited operating history for the Company; potential fluctuations in operating results; competition; pricing pressure; dependence on third-party suppliers of hardware and software; shortage of modems; dependence on telecommunications carriers; management of growth; limited market; a need for and risks of international expansion; the existence of a new and uncertain market; customer retention issues; rapid technological change; security risks; the risk of system failure; formal licensing and joint marketing agreements; patents and proprietary rights; infringement claims; changes in government regulation; risks associated with providing content including potential liability; dependence on key personnel and need to hire additional qualified personnel; uncertainty of currency exchange rates; need for additional capital; enforceability of civil liabilities; the effects of the takeover bid of the Company by a subsidiary of MCI WorldCom; antitakeover impact of Australian foreign investment restrictions; control of the Company by the Board of Directors; and possible volatility of ADS price. For a more complete description of certain of such risks and uncertainties, the Company refers you to the documents that the Company has filed from time to time with the Securities and Exchange Commission ("SEC") including its registration statements on Form F-1 dated August 26, 1998, August 25, 1998 and May 28, 1996, its 1997 Form 10-K dated May 15, 1998, 1996 Form 10-K dated March 31, 1997, its quarterly reports on Form 6-K, dated May 15, 1998, August 14, 1998, November 9, 1998, its Amendment No. 1 to Form 10-Q for the period to September 30, 1997, dated May 21, 1998, its Amendment No. 1 to Form 10-Q for the period to June 30, 1997, dated May 21, 1998, and its Form 10-Qs dated August 13, 1996, November 14, 1996, and May 8, 1997.
OzEmail Limited CONDENSED CONSOLIDATED BALANCE SHEET (In thousands, except per share data) December 31, December 31, 1997 1998 ------------ ------------ ASSETS Current assets: Cash and cash equivalents A$ 51,614 A$84,545 Restricted term deposits -- 2,811 Accounts receivable - trade, net of allowances of A$889 and A$3,597, respectively 8,427 14,614 Other receivables 2,363 15 Current investments -- 0 Income tax receivable -- -- Other current assets 2,520 1,274 Total current assets 64,924 103,259 Plant and equipment, net 27,179 34,455 Non-current investments 1,559 746 Goodwill and other intangibles 19,839 21,601 Non-current restricted term deposits -- 4,021 Net deferred tax assets 285 4,134 Other non-current assets -- 3,558 Total assets A$ 113,786 A$171,774 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable A$ 19,936 A$24,373 Deferred consideration 4,407 -- Current portion of financing - lease liability 3,836 3,830 Short term loan - due to Metro 2,043 -- Other current loans -- 7 Accrued expenses and other liabilities 7,513 6,497 Deposits under agreements with Metro 18,686 -- Income taxes payable 3,776 70 Total current liabilities 60,197 34,777 Non-current portion of financing - lease liability 4,423 2,070 Non-current loans -- 12 Total liabilities 64,620 36,859 Minority equity interest -- 926
OzEmail Limited CONDENSED CONSOLIDATED BALANCE SHEET (continued) (In thousands, except per share data) December 31, December 31, 1997 1998 ------------ ------------ Shareholders' equity: Ordinary Shares, 1,250,000,000 shares authorized; 111,000,010 and 124,819,500 shares issued and outstanding, respectively 444 587 Additional paid-in capital 64,636 165,864 Accumulated deficit (15,916) (29,611) Dividends -- (2,858) Other comprehensive income (loss), net 2 7 Total shareholders' equity 49,166 134,915 Total liabilities and shareholders' equity A$ 113,786 A$ 171,774
OzEmail Limited CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (In thousands, except per share data) Three Months Ended Twelve Months Ended December 31, December 31, 1997 1998 1997 1998 -------- -------- ---------- ---------- Net revenues A$17,210 A$31,555 A$55,767 A$110,199 Costs and expenses: Cost of revenues - network operations and support 5,000 7,882 15,976 27,772 Cost of revenues -- communications and other 6,535 10,384 19,025 40,998 Sales and marketing 4,770 7,604 14,387 24,036 Product development 2,321 1,912 9,267 7,040 General and administrative 6,124 5,058 12,498 19,914 Amortization of goodwill and other intangibles 533 1,371 533 5,143 Total costs and expenses 25,283 34,211 71,686 124,903 Loss from operations (8,073) (2,656) (15,919) (14,704) Other income (expense): Foreign exchange gain (loss), net 151 1,027 39 1,325 Interest income 829 302 3,262 1,324 Other income (expense), net (1,546) 43 (1,011) (256) Interest expense (137) (121) (356) (585) Loss before provision for income taxes and minority equity interest (8,776) (1,405) (13,985) (12,896) Income tax (expense) benefit 1,012 (1,001) (2,783) (732) Minority equity interest -- (80) -- (66) Net loss A$[7,764) A$[2,486) A$[16,768) A$[13,694) Basic loss per ordinary share A$ (0.066) A$[0.019) A$ (0.160) A$[0.112) Diluted loss per ordinary share A$ (0.066) A$[0.019) A$ (0.160) A$[0.112) Weighted average ordinary shares and share equivalents - Basic 117,710 129,588 104,631 122,789 - Diluted 117,710 129,588 104,631 122,789 Basic loss per ADS A$ (0.66) A$[0.192) A$ (1.60) A$ (1.115) Diluted loss per ADS A$ (0.66) A$[0.192) A$ (1.60) A$ (1.115) EBITDA (5,364) 4,045 10,152 6,475
SOURCE OzEmail Limited CONTACT: Michael Ward in Sydney, 61-2-9433-2400, or Todd Friedman, 415-296-7383, both for OzEmail Limited -----END PRIVACY-ENHANCED MESSAGE-----