SEC Info - Scott Jr Walter, et al. - ‘SC 13D’ on 5/10/96 re: MFS Communications Co Inc

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Scott Jr Walter, et al. – ‘SC 13D’ on 5/10/96 re: MFS Communications Co Inc

As of: Friday, 5/10/96 · Accession #: 899140-96-236 · File #: 5-44387

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/10/96  Scott Jr Walter                   SC 13D                 4:175K MFS Communications Co Inc         Willkie Fa… Gallagher/FA
          Howard Gimbel
          James Q. Crowe
          Kenneth E. Stinson
          Michael B. Yanney
          Richard R. Jaros
          Robert E. Julian
          Ronald W. Roskens
          Royce J. Holland
          Scott Jr Walter
          Uunet Technologies, Inc.
          William Grewcock

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      Schdeule 13D                                          21     62K 
 2: EX-99.1     Exhibit 1                                             18     38K 
 3: EX-99.2     Exhibit 2                                             52    190K 
 4: EX-99.3     Exhibit 3                                              1      9K

SC 13D — Schdeule 13D
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Identity and Background Interest in Securities of Issuer Material to Be Filed as Exhibits Purpose of Transaction Security and Issuer Source and Amount of Funds or Other Consideration
1	1st Page - Filing Submission
13	Item 1. Security and Issuer
"	Item 2. Identity and Background
15	Item 3. Source and Amount of Funds or Other Consideration
"	Item 4. Purpose of Transaction
16	Item 5. Interest in Securities of Issuer
17	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
"	Item 7. Material to Be Filed as Exhibits

SC 13D 1st Page of 21 TOC ↑Top Previous Next ↓Bottom Just 1st
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

MFS COMMUNICATIONS COMPANY, INC.
(Name of Issuer)

Common Stock, $.01 par value
(Title of Class of Securities)

55272T101
(CUSIP Number)

Terrence J. Ferguson, Esq.
Senior Vice President, Secretary and General Counsel
MFS Communications Company, Inc.
3555 Farnam Street, 2nd Floor
Omaha, Nebraska 68131
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 29, 1996
(Date of Event which Requires Filing 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 [ ].

Check the following box if a fee is being paid with this statement [X].

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SCHEDULE 13D

CUSIP No. 55272T101

1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

James Q. Crowe

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[x]
3. SEC USE ONLY

4. SOURCE OF FUNDS*
OO

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]

6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States

7. SOLE VOTING POWER
467,140 (See Item 5(a))
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY None
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 467,140

10. SHARED DISPOSITIVE POWER
None

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
467,140

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.37%

14. TYPE OF REPORTING PERSON*
IN

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SCHEDULE 13D

CUSIP No. 55272T101

1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Howard Gimbel

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[x]
3. SEC USE ONLY

4. SOURCE OF FUNDS*
OO

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]

6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States

7. SOLE VOTING POWER
159,918 (See Item 5(a))
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY None
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 159,918

10. SHARED DISPOSITIVE POWER
None

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
159,918

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.13%

14. TYPE OF REPORTING PERSON*
IN

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SCHEDULE 13D

CUSIP No. 55272T101

1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

William Grewcock

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[x]
3. SEC USE ONLY

4. SOURCE OF FUNDS*
OO

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]

6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States

7. SOLE VOTING POWER
3,569,106 (See Item 5(a))
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY None
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 3,569,106

10. SHARED DISPOSITIVE POWER
None

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,569,106

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%

14. TYPE OF REPORTING PERSON*
IN

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SCHEDULE 13D

CUSIP No. 55272T101

1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Royce J. Holland

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[x]
3. SEC USE ONLY

4. SOURCE OF FUNDS*
OO

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]

6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States

7. SOLE VOTING POWER
61,468 (See Item 5(a))
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY None
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 61,468

10. SHARED DISPOSITIVE POWER
None

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,468

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.05%

14. TYPE OF REPORTING PERSON*
IN

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SCHEDULE 13D

CUSIP No. 55272T101

1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Richard R. Jaros

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[x]
3. SEC USE ONLY

4. SOURCE OF FUNDS*
OO

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]

6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States

7. SOLE VOTING POWER
355,760 (See Item 5(a))

SHARES 8. SHARED VOTING POWER
BENEFICIALLY None
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 355,760
WITH
10. SHARED DISPOSITIVE POWER
None

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
355,760

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.28%

14. TYPE OF REPORTING PERSON*
IN

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SCHEDULE 13D

CUSIP No. 55272T101

1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Robert E. Julian

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[x]
3. SEC USE ONLY

4. SOURCE OF FUNDS*
OO

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]

6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States

7. SOLE VOTING POWER
SHARES 1,192,820 (See Item 5(a))
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
REPORTING None
PERSON
WITH 9. SOLE DISPOSITIVE POWER
1,192,820

10. SHARED DISPOSITIVE POWER
None

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,192,820

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.95%

14. TYPE OF REPORTING PERSON*
IN

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SCHEDULE 13D

CUSIP No. 55272T101

1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Ronald W. Roskens

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[x]
3. SEC USE ONLY

4. SOURCE OF FUNDS*
OO

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]

6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States

7. SOLE VOTING POWER
SHARES 9,784 (see Item 5(a))
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
REPORTING None
PERSON
WITH 9. SOLE DISPOSITIVE POWER
9,784

10. SHARED DISPOSITIVE POWER
None

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,784

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.01%

14. TYPE OF REPORTING PERSON*
IN

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SCHEDULE 13D

CUSIP No. 55272T101

1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Walter Scott, Jr.

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[x]
3. SEC USE ONLY

4. SOURCE OF FUNDS*
OO

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]

6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States

7. SOLE VOTING POWER
9,423,826 (See Item 5(a))
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY None
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 9,423,826

10. SHARED DISPOSITIVE POWER
None

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,423,826

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%

14. TYPE OF REPORTING PERSON*
IN

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SCHEDULE 13D

CUSIP No. 55272T101

1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Kenneth E. Stinson

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[x]
3. SEC USE ONLY

4. SOURCE OF FUNDS*
OO

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]

6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States

7. SOLE VOTING POWER
139,406 (See Item 5(a))
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY None
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 139,406

10. SHARED DISPOSITIVE POWER
None

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
139,406

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.11%

14. TYPE OF REPORTING PERSON*
IN

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SCHEDULE 13D

CUSIP No. 55272T101

1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Michael B. Yanney

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[x]
3. SEC USE ONLY

4. SOURCE OF FUNDS*
OO

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]

6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States

7. SOLE VOTING POWER
1,784 (See Item 5(a))
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY None
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 1,784

10. SHARED DISPOSITIVE POWER
None

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,784

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.01%

14. TYPE OF REPORTING PERSON*
IN

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SCHEDULE 13D

CUSIP No. 55272T101

1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

UUNET Technologies, Inc.

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[x]
3. SEC USE ONLY

4. SOURCE OF FUNDS*
OO

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]

6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

7. SOLE VOTING POWER
None
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 15,381,012 (See Item 5(a))
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH None

10. SHARED DISPOSITIVE POWER
None

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,381,012

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.26%

14. TYPE OF REPORTING PERSON*
CO

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EXPLANATORY NOTE:

As a result of executing the Parent Voting and Proxy Agreement dated as of April
29, 1996 (the "Agreement") with UUNET Technologies, Inc. ("UUNET"), the
Reporting Persons may be deemed, for the purposes of Section 13(d) of the
Securities Exchange Act of 1934 (the "Exchange Act"), to have formed a "group.".

Item 1. Security and Issuer.

This Statement on Schedule 13D relates to shares of Common
Stock, $.01 par value per share (the "Shares") of MFS Communications Company,
Inc., a Delaware corporation (the "Issuer"). The address of the principal
executive offices of the Issuer is 3555 Farnam Street, Suite 200, Omaha,
Nebraska 68131.

Item 2. Identity and Background.

(a)-(c) and (f). The following information is given in
response to requirements (a), (b) and (c) of Item 2 with respect to each
Reporting Person who is a natural person:

James Q. Crowe

(a) James Q. Crowe
(b) 3555 Farnam Street, Suite 200
Omaha, Nebraska 68131
(c) Chairman of the Board of Directors and Chief
Executive Officer of the Issuer

Howard Gimbel

(a) Howard Gimbel
(b) 3555 Farnam Street, Suite 200
Omaha, Nebraska 68131
(c) Director of the Issuer and President of Health
Consultants, Inc.

0William Grewcock

(a) William Grewcock
(b) 3555 Farnam Street, Suite 200
Omaha, Nebraska 68131
(c) Director of the Issuer and Vice Chairman and
Director of Peter Kiewit Sons', Inc.

Royce J. Holland

(a) Royce J. Holland
(b) 3555 Farnam Street, Suite 200
Omaha, Nebraska 68131

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Richard R. Jaros

(a) Richard R. Jaros
(b) 3555 Farnam Street, Suite 200
Omaha, Nebraska 68131
(c) Director of the Issuer and Executive Vice President,
Chief Financial Officer and Director of Peter Kiewit
Sons', Inc.

Robert E. Julian

(a) Robert E. Julian
(b) 3555 Farnam Street, Suite 200
Omaha, Nebraska 68131
(c) Director of the Issuer and Director of Peter Kiewit
Sons', Inc.

Ronald W. Roskens

(a) Ronald W. Roskens
(b) 3555 Farnam Street, Suite 200
Omaha, Nebraska 68131
(c) Director of the Issuer and President of Global
Connections, Inc.

Walter Scott, Jr.

(a) Walter Scott, Jr.
(b) 3555 Farnam Street, Suite 200
Omaha, Nebraska 68131
(c) Director of the Issuer and Chairman of the Board and
President of Peter Kiewit Sons', Inc.

Kenneth E. Stinson

(a) Kenneth E. Stinson
(b) 3555 Farnam Street, Suite 200
Omaha, Nebraska 68131
(c) Director of the Issuer and Executive Vice President
and Director of Peter Kiewit Sons', Inc.

Michael B. Yanney

(a) Michael B. Yanney
(b) 3555 Farnam Street, Suite 200
Omaha, Nebraska 68131
(c) Director of the Issuer and Chairman and Chief
Executive Officer of America First Companies

UUNET is organized under the laws of the State of Delaware,
and its principal business address is 3060 Williams

SC 13D 15th Page of 21 TOC 1st Previous Next ↓Bottom Just 15th

Drive, Fairfax, Virginia 22031. UUNET is engaged in the
business of providing Internet access services. The names, business addresses,
principal occupations and citizenship of the directors and executive officers of
UUNET are set forth in Annex A hereto and are incorporated herein by reference.

(d) and (e). During the last five years, none of the Reporting
Persons have been (i) convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to 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 3. Source and Amount of Funds or Other Consideration.

All Shares beneficially owned by each of the Reporting
Persons, other than UUNET, were previously acquired and have been paid for in
full.

Pursuant to the Agreement, UUNET has been granted a proxy by
the remaining Reporting Persons to vote in favor of the transactions
contemplated by the Merger Agreement (as defined below). Execution and delivery
of the Agreement was a condition to the execution of the Merger Agreement.

Item 4. Purpose of Transaction.

On April 29, 1996, the Reporting Persons entered into the
Agreement. Pursuant to the terms of the Agreement, each Reporting Person, other
than UUNET, has agreed to vote in favor of the issuance of Shares in connection
with the Merger (as defined herein) and the transactions contemplated by the
Merger Agreement (as defined herein) and has agreed to appoint UUNET as his
attorney and proxy for such purpose.

The purpose of the transactions under the Agreement is to
enable the Issuer to consummate the transactions contemplated under the
Agreement and Plan of Merger (the "Merger Agreement") dated as of April 29, 1996
by and among the Issuer, UUNET and MFS Global Internet Services, Inc. ("Sub").
Pursuant to the terms of the Merger Agreement, Sub will merge (the "Merger")
with and into UUNET, and UUNET will be the surviving corporation.

Except as otherwise set forth in the Merger Agreement, none of
the Reporting Persons has any present plans or proposals which relate to or
would result in (i) the acquisition by any person of additional securities of
the Issuer, or the disposition of securities of the Issuer; (ii) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; (iii) a sale or

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transfer of a material amount of assets of the Issuer or any
of its subsidiaries; (iv) any change in the present Board of Directors or
management of the Issuer; (v) any material change in the present capitalization
or dividend policy of the Issuer; (vi) any other material change in the Issuer's
charter, bylaws or instruments corresponding thereto or other actions which may
impede the acquisition or control of the Issuer by any person; (viii) causing
the Shares to cease to be authorized to be quoted on the National Market System
of the National Association of Securities Dealers Automated Quotation System;
(ix) the Shares becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Exchange Act; or (x) any action similar to any of those
actions set forth in this Paragraph.

Item 5. Interest in Securities of Issuer.

(a) and (b). The following table sets forth the number of
shares beneficially owned by each of the Reporting Persons as of April 29, 1996.

[Enlarge/Download Table]

Number of Shares Owned Nature of Ownership
Reporting Person

---------------------------------------
James Q. Crowe 467,140 Sole voting and dispositive power(1)
---------------------------------------
Howard Gimbel 159,918 Sole voting and dispositive power(1)
---------------------------------------
William Grewcock 3,569,106 Sole voting and dispositive power(1)
---------------------------------------
Royce J. Holland 61,468 Sole voting and dispositive power(1)
---------------------------------------
Richard R. Jaros 355,760 Sole voting and dispositive power(1)
---------------------------------------
Robert E. Julian 1,192,820 Sole voting and dispositive power(1)
---------------------------------------
Ronald W. Roskens 9,784 Sole voting and dispositive power(1)
---------------------------------------
Walter Scott, Jr. 9,423,826 Sole voting and dispositive power(1)
---------------------------------------
Kenneth E. Stinson 139,406 Sole voting and dispositive power(1)
---------------------------------------
Michael B. Yanney 1,784 Sole voting and dispositive power(1)
---------------------------------------
UUNET Technologies, Inc. 15,381,012 Shared voting power (2)
---------------------------

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(1) Pursuant to the terms of the Agreement, each Reporting Person has agreed
to vote, at any meeting of the Issuer's stockholders or any adjournment
or postponement thereof or pursuant to any consent in lieu of a meeting,
in favor of the issuance of Shares in connection with the Merger (as
defined herein). In addition, each of the Reporting Persons have agreed
to appoint UUNET as its attorney and proxy for such purpose.

(2) Pursuant to the Agreement, each Reporting Person other than UUNET has
agreed to vote such Reporting Person's Shares at any meeting of the
Issuer's stockholders or any adjournment or postponement thereof or
pursuant to any consent in lieu of a meeting or otherwise in favor of the
issuance of Shares in the Merger. In addition, each of the Reporting
Persons other than UUNET has agreed to appoint UUNET as its attorney and
proxy for such purpose (the "Proxy").

(d) The right to receive dividends with respect to the Shares
to which this Schedule 13D relates, and the power to direct the receipt of
dividends from, or the proceeds of the sale of, such Shares held by each
Reporting Person other than UUNET are held by such respective Reporting Person.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.

There are no contracts, arrangements, understandings or
relationships among the Reporting Persons (or any other agreements among any of
them relating to the Merger) except as referred to or described in this
Statement on Schedule 13D.

Item 7. Material to Be Filed as Exhibits.

Exhibit 1 Parent Voting and Proxy Agreement dated as of April 29, 1996

Exhibit 2 Agreement and Plan of Merger dated as of April 29, 1996

Exhibit 3 Joint Filing Agreement dated as of May 9, 1996

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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: May 9, 1996

/s/ James Q. Crowe /s/ Ronald W. Roskens
James Q. Crowe Ronald W. Roskens

/s/ Howard Gimbel /s/ Walter Scott, Jr.
Howard Gimbel Walter Scott, Jr.

/s/ William Grewcock /s/ Kenneth E. Stinson
William Grewcock Kenneth E. Stinson

/s/ Royce J. Holland /s/ Michael B. Yanney
Royce J. Holland Michael B. Yanney

/s/ Richard R. Jaros UUNET TECHNOLOGIES, INC.
Richard R. Jaros

By:/s/ Martina W. Knee
Martina W. Knee
/s/ Robert E. Julian Vice President
Robert E. Julian

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ANNEX A

IDENTITY AND BACKGROUND

Listed below are the names, addresses and principal
occupations of the directors and executive officers of UUNET Technologies, Inc.
Each of the persons listed below is a United States citizen.

1. Directors

[Download Table]

Name Address Principal Occupation

John W. Sidgmore 3060 Williams Drive President, Chief Executive Officer
Fairfax, VA 22061 and Director of UUNET

Richard L. Adams, Jr. 3060 Williams Drive Chairman of the Board and Chief
Fairfax, VA 22061 Technical Officer of UUNET

Peter J. Barris 3060 Williams Drive General Partner of New Enterprises
Fairfax, VA 22061 Associates

John W. Jarve 3060 Williams Drive General Partner of Menlo Ventures
Fairfax, VA 22061

Daniel C. Lynch 3060 Williams Drive Chairman of the Board of Cyber-Cash,
Fairfax, VA 22061 Inc.

Arthur C. Patterson 3060 Williams Drive General Partner of Accel Partners
Fairfax, VA 22061

Daniel Rosen 3060 Williams Drive Senior Director of Microsoft
Fairfax, VA 22061 Corporation

Les B. Strauss 3060 Williams Drive Vice President and Chief Financial
Fairfax, VA 22061 Officer of PictureTel Corporation

2. Executive Officers

Name Address Principal Occupation

John W. Sidgmore 3060 Williams Drive President, Chief Executive Officer
Fairfax, VA 22061 and Director

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Richard L. Adams, Jr. 3060 Williams Drive Chairman of the Board and Chief
Fairfax, VA 22061 Technical Officer

David R. Boast 3060 Williams Drive Vice President, Microsoft Network
Fairfax, VA 22061 Division

Kevin R. Boyne 3060 Williams Drive Vice President, Network Operations
Fairfax, VA 22061

David F. Foster 3060 Williams Drive Vice President, Business Development
Fairfax, VA 22061

Heidi B. Heiden 3060 Williams Drive Senior Vice President, Network
Fairfax, VA 22061 Operations and Technology

Jeffrey G. Hilber 3060 Williams Drive Vice President and Chief Financial
Fairfax, VA 22061 Officer

Martina W. Knee 3060 Williams Drive Vice President and General Counsel
Fairfax, VA 22061

Diana E. Lawrence 3060 Williams Drive Vice President, Human Resources
Fairfax, VA 22061

James T. McManus 3060 Williams Drive Vice President, Systems Engineering
Fairfax, VA 22061

Michael D. O'Dell 3060 Williams Drive Vice President and Chief Scientist
Fairfax, VA 22061

Jeffrey S. Osborn 3060 Williams Drive Vice President, Network Sales and
Fairfax, VA 22061 Marketing

Eric L. Scace 3060 Williams Drive Vice President, International
Fairfax, VA 22061 Development

Joseph Squarzini, Jr. 3060 Williams Drive Senior Vice President, Global
Fairfax, VA 22061 Technology Integration

Alan B. Taffel 3060 Williams Drive Vice President, Sales and Marketing
Fairfax, VA 22061

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EXHIBIT INDEX

Exhibit 1 Parent Voting and Proxy Agreement dated April 29, 1996

Exhibit 2 Agreement and Plan of Merger dated April 29, 1996

Exhibit 3 Joint Filing Agreement dated as of May 9, 1996

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D’ Filing	Date	First	Last	Other Filings

Filed on:	5/10/96			10-Q, 8-K, SC 13D
	5/9/96	17	21
	4/29/96	1	21
				List all Filings

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Filing Submission 0000899140-96-000236 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Scott Jr Walter, et al. – ‘SC 13D’ on 5/10/96 re: MFS Communications Co Inc

As of: Friday, 5/10/96 · Accession #: 899140-96-236 · File #: 5-44387

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