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MCI Inc, et al. – ‘SC 13D/A’ on 12/19/03 re: LCC International Inc

On:  Friday, 12/19/03, at 12:41pm ET   ·   Accession #:  1193125-3-97106   ·   File #:  5-50018

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

12/19/03  MCI Inc                           SC 13D/A               5:335K LCC International Inc             RR Donnelley/FA
          McI Communications Corporation
          MCI Worldcom Network Services, Inc.

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 4 to Schedule 13D                     HTML    110K 
 2: EX-1.1      Underwriting Agreement                              HTML    136K 
 3: EX-1.2      Custody Agreement                                   HTML     42K 
 4: EX-1.3      Lock-Up Agreement                                   HTML     12K 
 5: EX-1.4      Joint Filing Agreement                              HTML     10K 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

13d-2(a)

Amendment No. 4

LCC International, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

501810 10 5

(CUSIP Number)

Anastasia D. Kelly

Executive Vice President and General Counsel

WorldCom, Inc.

22001 Loudoun County Parkway

Ashburn, VA 20147

(703) 886-5600

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 28, 2003

(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 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:  ¨

(Continued on following pages)

(Page 1 of 15 Pages)

Preliminary Statement

This Amendment No. 4 (the “Amendment”) amends the Schedule 13D filed July 30, 1999, as amended by Amendment No. 1 filed February 14, 2001, Amendment No. 2 filed March 14, 2003 and Amendment No. 3 filed September 23, 2003 (the “Schedule 13D”). The cover page, Items 2, 4, 5, 6 and Annexes A and B of the Schedule 13D shall be amended and restated as follows. Two additional exhibits are added to Item 7. 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

WorldCom, Inc. (“WorldCom”) is a Georgia corporation. The principal business of WorldCom and its subsidiaries is telecommunications. MCI Communications Corporation (“MCIC”) is a Delaware corporation and a direct, wholly owned subsidiary of WorldCom. MCI WORLDCOM Network Services, Inc. (f/k/a MCI Telecommunications Corporation) (“Network Services” and, together with WorldCom and MCIC, the “Reporting Persons”) is a Delaware corporation, a direct, wholly owned subsidiary of MCIC and an indirect, wholly owned subsidiary of WorldCom.

The principal business and principal office of each Reporting Person are located at 22001 Loudoun County Parkway, Ashburn, Virginia 20147. Certain information pertaining to executive officers and directors of each Reporting Person is set forth in Annexes A and B hereto and incorporated herein by reference.

On June 25, 2002, WorldCom announced that as a result of an internal audit of WorldCom’s capital expenditure accounting, it was determined that certain transfers from line cost expenses to capital accounts in the amount of $3.9 billion during 2001 and the first quarter of 2002 were not made in accordance with generally accepted accounting principles. WorldCom promptly notified its recently engaged external auditors, KPMG LLP (“KPMG”), and has engaged KPMG to undertake a comprehensive audit of WorldCom’s financial statements for 2000, 2001 and 2002. WorldCom also notified Arthur Andersen LLP (“Andersen”), which audited its consolidated financial statements for 2001 and reviewed such interim condensed consolidated financial statements for first quarter 2002, promptly upon discovering these improperly reported amounts. On June 24, 2002, Andersen advised WorldCom that in light of the inappropriate transfers of line costs, Andersen’s audit report on WorldCom’s consolidated financial statements for 2001 and Andersen’s review of WorldCom’s interim condensed consolidated financial statements for the first quarter of 2002 could not be relied upon.

On August 8, 2002, WorldCom announced that its ongoing internal review of its financial statements discovered an additional $3.8 billion in improperly reported pre-tax earnings for 1999, 2000, 2001 and first quarter 2002. On November 5, 2002, WorldCom announced that it expected a further restatement of earnings in addition to amounts previously announced and that the overall amount of the restatements could total in excess of $9 billion.

On March 13, 2003, WorldCom announced it had completed a preliminary review of its goodwill and other intangible assets and property and equipment (“PP&E”) accounts. This review resulted in the write-off of all existing goodwill and a substantial write-down of the carrying value of PP&E and other intangible assets.

A Special Committee of WorldCom’s Board of Directors conducted an independent investigation of these matters with the law firm of Wilmer, Cutler & Pickering, as special counsel and PricewaterhouseCoopers LLP as their financial advisors. The Special Committee’s report was released publicly on June 9, 2003.

WorldCom’s accounting practices also are under investigation by the U.S. Attorney’s Office for the Southern District of New York (the “District Court”). In addition, the U.S. Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) appointed Richard Thornburgh, former Attorney General of the United States, as an Examiner to investigate accounting matters and corporate governance practices in order to identify potential sources of action against third parties. On November 4, 2002, the Examiner released the first Interim Report regarding the Examiner’s preliminary observations. On June 9, 2003, the Examiner released the second Interim Report regarding, among other things, corporate governance matters and past accounting practices.

By order dated June 26, 2002, the Securities and Exchange Commission (“SEC”) required WorldCom to file a sworn statement pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934 (the “Exchange Act”) describing in detail the facts and circumstances underlying the events leading to WorldCom’s June 25^th announcement. WorldCom filed the sworn statement on July 1, 2002 and filed an amended statement on July 8, 2002.

On November 26, 2002, WorldCom consented to the entry of a permanent injunction (“Permanent Injunction”) that partially resolved the claims brought in a civil lawsuit by the SEC regarding WorldCom’s past public financial reports. The Permanent Injunction enjoins WorldCom, its employees and its agents from violating the antifraud, reporting, and books and records and internal controls provisions of the federal securities laws. The injunction directs WorldCom’s Corporate Monitor, Richard Breeden, to review the adequacy and effectiveness of WorldCom’s corporate governance systems, policies, plans, and practices, requires WorldCom to retain a consultant to review its material internal accounting control structure and policies, obligates WorldCom to provide reasonable training to its senior operational officers and financial reporting personnel to minimize the possibility of future violations, and permits the SEC to seek a civil penalty. On June 11, 2003, WorldCom consented to the entry of two orders dealing with internal controls and corporate governance issues that modified certain of the ongoing obligations imposed in the Permanent Injunction. One of the orders required WorldCom to adopt and implement recommendations to be made in a report by the Corporate Monitor appointed by the U.S. District Court, Richard Breeden, former chairman of the SEC. The Corporate Monitor’s report was released publicly on August 26, 2003.

On May 19, 2003, WorldCom announced a proposed settlement with the SEC regarding a civil penalty. Pursuant to the initial proposed settlement, WorldCom would satisfy the SEC’s civil penalty claim by payment of $500 million upon the effective date of WorldCom’s emergence from Chapter 11 protection. On July 2 and 3, 2003, WorldCom filed documents in the U.S. District Court modifying the proposed settlement. Pursuant to the revised proposed settlement, WorldCom will satisfy the SEC’s civil penalty claim by payment of $500 million upon the effective date of WorldCom’s emergence from Chapter 11 protection and by transfer of common stock in the reorganized company having a value of $250 million. On July 7, 2003, the U.S. District Court issued an order approving the proposed settlement. On September 3, 2003, one of WorldCom’s creditors filed a notice of appeal of this order to the U.S. Court of Appeals for the Second Circuit. On August 6, 2003, the U.S. Bankruptcy Court for the Southern District of New York issued an order approving the proposed settlement. On August 18, 2003, certain creditors filed a notice of appeal of the order to the U.S. District Court. Pursuant to agreements entered into in connection with the Second Amended Plan of Reorganization, those creditors have agreed to withdraw their appeals upon the effective date of the Plan of Reorganization. The District Court’s order provides that the funds paid and common stock transferred by WorldCom in satisfaction of the SEC’s

penalty claim will be distributed pursuant to the Fair Funds provisions of the Sarbanes-Oxley Act of 2002.

On August 27, 2003, the Attorney General of Oklahoma filed a criminal action in Oklahoma County District Court against WorldCom and six former executives of WorldCom alleging 15 criminal violations of the state’s securities laws. On September 11, 2003, WorldCom entered a not guilty plea to these charges. WorldCom preliminary hearing is set to commence March 1, 2004. In November 2003, the Attorney General dismissed the charges against one of WorldCom’s former executives, Mr. Bernard Ebbers. The Attorney General has expressed his intention to refile the charges next year.

WorldCom has terminated or accepted the resignations of company officers and various other financial and accounting personnel, including its former chief financial officer and its corporate controller, and is continuing the process of investigating and restating its financial results for the years 2000-2002. Earlier years also are impacted. The former corporate controller and three accounting personnel have entered into plea agreements with the U.S. Attorney’s Office, and on August 28, 2002, a grand jury returned an indictment charging the former chief financial officer with various securities-related crimes; trial of that case is currently scheduled for February 2004. On April 16, 2003, a superseding indictment was filed to include additional charges against the former chief financial officer. The U.S. Attorney’s Office has advised WorldCom that its investigation of certain former officers and employees is ongoing.

Except as described above, during the past five years, none of the Reporting Persons nor, to the best of their knowledge, any of the directors or executive officers of any of the Reporting Persons has had any criminal convictions, and none has been 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 prohibiting 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 4.    Purpose of Transaction

The Reporting Persons acquired the Shares for investment purposes. Depending upon the market conditions and other factors that the Reporting Persons may deem material to their respective investment decisions, the Reporting Persons may purchase additional securities of LCCI in the open market or in private transactions, or may dispose of all or portion of the securities of LCCI that the Reporting Persons own or hereafter may acquire. The Reporting Persons reserve the right to exercise any and all of their respective rights and privileges as security holders of LCCI. The Reporting Persons, however, have no present plans or proposals that would relate to or result in an extraordinary corporate transaction such as a merger, reorganization or liquidation involving LCCI or any of its subsidiaries or a sale or other transfer of a material amount of assets of LCCI or any of its subsidiaries, any material change in the capitalization or dividend policy of LCCI or any other material change in LCCI’s corporate structure or business or the composition of LCCI’s Board of Directors or management.

On September 8, 2003, LCCI filed a registration statement on Form S-1 (the “Registration Statement”) with the SEC for a public offering of 7,000,000 Shares (the “Offering”), including 1,420,550 Shares owned by the Reporting Persons. These Shares were included in the Registration Statement upon the exercise by Network Services of its registration rights with respect to those Shares under the Registration Rights Agreement dated July 25, 1996, among LCCI, RF Investors, L.L.C. and MCI Telecommunications Corporation (now known as MCI WORLDCOM Network Services, Inc.). On November 24, 2003, Network Services signed an underwriting agreement (the “Underwriting Agreement”) among the Company, Network Services, the other selling stockholders parties thereto and CIBC World Markets Corp. and Punk, Ziegel and Company LLP, as representatives of the underwriters

(the “Underwriters”). Pursuant to the Underwriting Agreement, Network Services agreed to sell 1,420,550 Shares in the Offering for a price to the public of $4.10 per Share. The sale was completed on November 28, 2003.

Item 5.    Interest in Securities of the Issuer

(a) and (b). Under the definition of “beneficial ownership” set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the Reporting Persons currently have beneficial ownership of 1,420,549 Shares of LCCI. This amount constitutes approximately 7.3% of the outstanding Shares, based upon a total of 19,452,219 Shares expected to be outstanding after the Offering. The number of outstanding shares was calculated as the sum of (1) the adjusted number of 18,402,219 Shares expected to be outstanding after the Offering (without exercise of the underwriters’ over-allotment option) represented by LCCI in its prospectus filed under Rule 424(b)(1) under the Securities Act on November 24, 2003 (SEC file no. 333-108575), based on 14,725,422 outstanding shares as of September 30, 2003, and (2) the 1,050,000 Shares sold by LCCI pursuant to the exercise of the underwriters’ over-allotment option. The percentage ownership of the Reporting Persons changed both as a result of a change in the number of outstanding shares and the sale of Shares by the Reporting Persons in the Offering.

The Reporting Persons have the sole power to vote and the sole power to dispose such Shares. The filing of this Amendment shall be construed as an admission that the Reporting Persons are the beneficial owners of any Shares other than those discussed in this Item 5.

(c) Except as described in Item 4, neither the Reporting Persons nor, to the best knowledge of the Reporting Persons, any directors or executive officers of any of the Reporting Persons have engaged in any transaction during the past 60 days in the Shares.

(d) No one else will have the right to receive or the power to direct the receipt of dividends from, or the proceeds from any sale of, the Shares owned by the Reporting Persons.

(e) Not applicable.

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

On November 28, 2003, Network Services completed the sale of 1,420,550 Shares at a price to the public of $4.10 per share pursuant to the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 to this Amendment. An aggregate of 8,050,000 Shares were sold pursuant to the Underwriting Agreement (including 1,050,000 sold pursuant to the underwriters’ over-allotment option), of which 3,050,000 and 5,000,000 Shares were sold by the Company and the selling stockholders (including Network Services), respectively. Network Services agreed to indemnify the Underwriters for certain liabilities under the federal securities laws in connection with the sale of the Shares. Prior to the closing of the transaction, Network Services delivered the Shares it intended to sell to a custodian pursuant to the Custody Agreement, a copy of which is attached as Exhibit 1.2 to this Amendment. In connection with the Underwriting Agreement, Network Services executed a Lock-Up Agreement, a copy of which is attached as Exhibit 1.3 to this Amendment, agreeing not to make any offer, sale, assignment, transfer, encumbrance, contract to sell, grant of an option to purchase or otherwise dispose of any Shares for a period of 90 days after the date of the Underwriting Agreement, other than the Shares sold in the Offering or Shares transferred as gifts to a donee that agrees to be bound by such restrictions.

Item 7.    Exhibits

The following exhibits are added:

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:    December 18, 2003

WORLDCOM, INC.

MCI COMMUNICATIONS CORPORATION

MCI WORLDCOM NETWORK SERVICES, INC.

Annex A

INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF

WORLDCOM, INC.

Directors and Executive Officers of WorldCom, Inc. (“WorldCom”). Set forth below are the name, current business address, citizenship and the present principal occupation or employment of each director and executive officer of WorldCom. The principal address of WorldCom is 22001 Loudoun County Parkway, Ashburn, Virginia 20147, U.S.A. Each such person is a citizen of the United States.

Annex B

INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF MCI

COMMUNICATIONS CORPORATION

Directors and Executive Officers of MCI Communications Corporation (“MCIC”). Set forth below are the name, current business address, citizenship and the present principal occupation or employment of each director and executive officer of MCIC. The principal address of MCIC is 22001 Loudoun County Parkway, Ashburn, VA 20147, U.S.A. Each such person is a citizen of the United States.

Annex C

INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF MCI

WORLDCOM NETWORK SERVICES, INC.

Directors and Executive Officers of MCI WORLDCOM Network Services, Inc. (“Network Services”). Set forth below are the name, current business address, citizenship and the present principal occupation or employment of each director and executive officer of Network Services. The principal address of Network Services is 22001 Loudoun County Parkway, Ashburn, VA 20147, U.S.A. Each such person is a citizen of the United States.

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D/A’ Filing		Date		Other Filings
		3/1/04
Filed on:		12/19/03		4
		12/18/03		8-K
		11/28/03		3,  4,  4/A
		11/24/03		424B1
		11/7/03		S-1/A
		9/30/03		10-Q,  NT 10-Q
		9/23/03		SC 13D/A,  SC TO-T/A
		9/11/03
		9/8/03		3,  S-1
		9/3/03
		8/27/03		SC TO-T
		8/26/03		8-K
		8/18/03		8-K
		8/6/03		8-K
		7/7/03		8-K
		6/11/03		8-K
		6/9/03		8-K
		5/19/03		8-K
		4/16/03
		3/14/03		8-K,  SC 13D/A
		3/13/03		8-K,  SC 13G/A
		11/26/02		8-K
		11/5/02
		11/4/02
		8/28/02
		8/8/02		8-K,  S-8
		7/8/02
		7/1/02		NT 11-K
		6/26/02		8-K
		6/25/02		8-K
		6/24/02
		2/14/01		13F-HR,  SC 13D/A,  SC 13G,  SC 13G/A
		7/30/99		SC 13D
		7/25/96
				List all Filings

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Filing Submission 0001193125-03-097106   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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