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To: JM who wrote (5196)10/5/1999 5:28:00 PM
From: Anthony Wong  Respond to of 11568
 
MCI WorldCom's Record Bid, Sort of, for Sprint: David Pauly
10/5/99 4:52:00 PM ET
Source: Bloomberg News

(Commentary)

New York, Oct. 5 (Bloomberg) -- MCI WorldCom Inc.'s takeover of
telephone rival Sprint Corp. would be a world-beater -- until MCI
WorldCom shares drop.

Before long, the telecommunications enterprise fashioned by MCI
WorldCom Chief Executive Bernard Ebbers using high-priced stock and
ever-adjusted earnings reports has to stumble.

When it happens, the value of the deal
announced today won't look so enormous.
(Until this one, Bell Atlantic Corp.'s
pending $97.5 billion acquisition of GTE
Corp. was biggest.)

MCI WorldCom today bid $115 billion in
stock and offered to assume $14 billion of
debt to win Sprint in a bidding contest with
BellSouth Corp., another phone company.

Sprint stockholders would get $76 in MCI
WorldCom stock for their shares, or 25
percent more than yesterday's closing
price of $60.88 for Sprint shares. MCI
WorldCom also would trade a so- called
tracking stock for the similar Sprint issue -- Sprint Corp. (PCS Group) --
tied to the results of Sprint's wireless business.

The price to be paid for the parent Sprint's shares isn't a sure thing. If MCI
WorldCom shares trade at less than $62.15 at closing, which the
companies estimated would be in the second half of 2000, Sprint owners
would get less than $76 worth of new stock. WorldCom shares today
traded at $66.50, down $5.12.

Such an adjustment would be nothing compared with what would happen
when investors sour on the company Ebbers built with more than 60
acquisitions in a decade, including MCI Communications Corp. last year
and MFS Communications Co.

It Adds Up

On the surface, Ebbers' takeovers always make sense. Sprint would give
Ebbers the wireless business he covets -- though Sprint PCS Group lost
$1.2 billion in the first half of 1999 -- and strengthen his long distance and
local phone businesses. WorldCom and Sprint combined have about 30
percent of the long distance market, for instance, compared with No. 1
AT&T Corp.'s 48 percent.

Perhaps because it all seems so logical, MCI WorldCom stock has
remained high enough so that Ebbers could use it in his acquisitions and
not have to worry much about raising cash. The shares now trade at
about 54 times the company's earnings in the latest 12 months. That
compares with an average of about 31 times for companies whose stock
is included in the benchmark Standard & Poor's 500 Index.

Worse, it's hard to know what WorldCom's earnings really are. With
Ebbers' constant acquisitions, earnings statements can be a blur of
what-ifs and adjusted-fors.

Dilution

MCI WorldCom today said the Sprint acquisition would dilute its earnings
per share as now stated, though it didn't say by how much or for how
long. What it did say was that the takeover wouldn't dilute profit before
charges for goodwill, the difference between the price paid for an
acquisition and the target company's net worth.

WorldCom's eagerness to use this kind of accounting, which the
Financial Accounting Standards Board has under consideration, was
apparent in its report for the second quarter. It pointed out that excluding
goodwill from acquisitions, its second-quarter earnings were 59 cents a
share, compared with 44 cents a share using current accounting
standards.

Goodwill from the Sprint acquisition would be enormous: $102 billion,
according to Sprint's investor relations department. The amount would
reduce MCI WorldCom's earnings by $5.1 billion a year for 20 years,
Sprint said. No wonder MCI WorldCom prefers libertine accounting that
would allow it to downplay goodwill writeoffs.

Investors at the moment are willing to go along with this
real-earnings-don't-count philosophy. But a stock market slump or a
recession will bring them back to reality. If at about the same time
Ebbers' acquisition game comes to a stop and investors get a static
picture of WorldCom's income statement -- glory hallelujah.

.