Brooks Fiber Properties Inc – ‘8-K’ for 1/29/98

As of:  Thursday, 2/12/98   ·   For:  1/29/98   ·   Accession #:  950134-98-1088   ·   File #:  0-28036

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     14K 
 2: EX-99.1     Press Release Dated January 29, 1998                   1      7K 
 3: EX-99.2     Press Release Dated January 30, 1998                   1      7K 

8-K   —   Current Report
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================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
 THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 29, 1998

 Brooks Fiber Properties, Inc.
(Exact Name of Registrant as Specified in its Charter)

Delaware                      0-28036                     43-1656187
(State or Other                (Commission File              (IRS Employer    
 Jurisdiction of                    Number)            (Identification Number)
Incorporation)                                                              

 425 Woods Mill Road South
 Suite 300
Town & Country, Missouri 63017
 (Address of Principal Executive Office)

Registrant's telephone number, including area code: (314) 878-1616

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ITEM 1.  CHANGES IN CONTROL OF REGISTRANT                                       

         On January 29, 1998, WorldCom, Inc., a Georgia corporation ("WorldCom")
         acquired Brooks Fiber Properties, Inc., a Delaware corporation ("BFP"),
pursuant to the merger (the "Merger") of BV Acquisition, Inc. 
         ("Acquisition Subsidiary"), a wholly owned subsidiary of WorldCom, with
    and into BFP. Upon consummation of the Merger, BFP became a wholly
      owned subsidiary of WorldCom. The Merger was effected pursuant to an
       Amended and Restated Agreement and Plan of Merger dated as of October
1, 1997 by and among WorldCom, BFP and Acquisition Subsidiary.

   As a result of the BFP Merger, each share of BFP common stock was
    converted into the right to receive 1.85 shares of WorldCom common
   stock or approximately 72.6 million WorldCom common shares in the
aggregate.                                                    

        Upon effectiveness of the Merger, the then outstanding and unexercised
      options and warrants exercisable for shares of BFP common stock were
    converted into options and warrants, respectively, exercisable for
         shares of WorldCom common stock having the same terms and conditions as
      the BFP options and warrants, except that the exercise price and the
      number of shares issuable upon exercise were divided and multiplied,
respectively, by 1.85.                                        

       The basic terms of the Merger, and the relationships between WorldCom
     and BFP and their respective directors and executive officers, were
     described in the Proxy Statement/Prospectus dated December 24, 1997
        filed in connection with WorldCom's Registration Statement on Form S-4
  (Registration No. 333-43253), which is incorporated by reference
        herein. The terms of the Merger were determined in accordance with the
         merger agreement and were established through arm's length negotiations
between WorldCom and BFP.                                     

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS                                   

See Item 1.                                                   

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS                                      

(c)      Exhibits                                                               

See Exhibit Index                                             

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the        
registrant has duly caused this report to be signed on its behalf by the        
undersigned hereunto duly authorized.                                           

                             BROOKS FIBER PROPERTIES, INC.

                         By: /s/ Scott D. Sullivan
                                           -------------------------------------
                               Scott D. Sullivan
                                Secretary, Treasurer and
                               Chief Financial Officer

Dated:  February 12, 1998                                                       

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 EXHIBIT INDEX

                                                                [Download Table]

Exhibit No.                Description of Exhibit                            
-----------                ----------------------                            
                                                                             
    2.1                    Amended and Restated Agreement and Plan of        
                           Merger by and among WorldCom, BV                  
                           Acquisition, Inc. and BFP dated as of             
                           October 1, 1997 (filed as Exhibit 2.1 to          
                           WorldCom's Registration Statement on Form         
                           S-4, Registration No. 333-43253, and              
                           incorporated herein by this reference)*           

    99.1                   Press Release dated January 29, 1998              

    99.2                   Press release dated January 30, 1998              

    99.3                   Proxy Statement/Prospectus dated December 24, 1997
                           filed in connection with WorldCom's Registration  
                           Statement on Form S-4, (No. 333-43253), and       
                           incorporated herein by reference.                 

--------                                                                        
*        The registrant hereby undertakes to furnish supplementally a copy of   
       any omitted schedule to this Agreement to the Securities and Exchange
Commission upon request.                                      

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		2/12/98		3
		1/30/98		4
For Period End:		1/29/98		1		4
		12/24/97		2		4
		10/1/97		2		4			8-K
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