updated 4/12/2005 8:27:57 AM ET 2005-04-12T12:27:57

MCI Inc. said Monday it won't amend a "poison pill" provision limiting the ability of investors to accumulate more than 15 percent of its stock, a statement that followed Verizon's surprise weekend purchase of a 13.4 percent stake in the long-distance company.

The announcement came amid speculation MCI might try to help Verizon Communications Inc., its preferred merger partner, end a bidding war with Qwest Communications International Inc. by clearing the way for Verizon to acquire more stock from major MCI shareholders.

On another front, MCI's board is planning to ask Verizon to pay all MCI investors more after Verizon's weekend agreement to pay a single large MCI investor well above the price the companies settled on two weeks ago, The Wall Street Journal reported late Monday on its Web site, citing unidentifed sources.

Also Monday, Qwest was close to finalizing a deal with American Express Co., Legg Mason Inc. and several other investors to put up $750 million toward Qwest's proposed $8.9 billion purchase of MCI, according to a source familiar with the talks who spoke on condition of anonymity. The money would be part of a $2 billion financing commitment designed to dispel worries that Qwest's stock won't maintain its value with the flood of new shares to be issued as payment in the deal.

MCI and Qwest did not immediately respond to requests for comment on the late developments.

MCI's statement Monday said its board "has no intention of amending its Rights Agreement to permit accumulations of the Company's stock in excess of the current 15 percent limit."

The so-called poison pill provision, a common anti-takeover defense, is designed to let existing MCI investors buy new shares of stock very cheaply in the event of a hostile bid, thereby making the acquisition much more expensive for the would-be acquirer.

Verizon agreed Saturday to acquire a 13.4 percent stake from MCI's single largest shareholder in a $1.1 billion deal which values MCI's stock 11 percent higher than what Verizon is slated to pay MCI's remaining shareholders under its $7.5 billion merger deal with MCI.

The transaction with Mexican telecom magnate Carlos Helu Slim removed a major wild card in Verizon's bid to fend off an $8.9 billion offer for MCI by Denver-based Qwest.

MCI's board has been battling criticisms it has shown Verizon undue favoritism. And while a decision to raise the 15 percent cap might enable Verizon to keep other blocs of MCI shares out of Qwest's hands, such a move also could backfire by allowing Qwest to buy out short-term investors it contends favor its higher offer for MCI.

Several large MCI shareholders cried foul after the deal with Slim was announced, complaining that Verizon should pay all MCI shareholders equally.

On Saturday, Verizon Chief Executive Ivan Seidenberg appeared to leave open the possibility his company might increase its payout to the other shareholders of MCI, based in Ashburn, Va.

The deal values Slim's 43.4 million shares at $25.72 apiece. Two weeks ago, Verizon agreed to pay $23.10 per MCI share in a revision to the deal the companies reached in mid-February.

New York-based Verizon declined comment. Qwest reiterated its weekend criticism of the Verizon-Slim deal, which it said created two classes of MCI shareholders and called into question the MCI board's previous judgment in accepting the Verizon deal.

In Monday's trading, MCI's shares rose 17 cents to close at $26.01 on the Nasdaq Stock Market. Verizon fell 17 cents to $34.90 and Qwest fell 11 cents, or 2.8 percent, to $3.82, both on the New York Stock Exchange.

Verizon and Qwest, two of the nation's biggest telephone companies, have been battling for two months to win MCI and its national fiber-optic network and lucrative roster of government and corporate clients.

MCI's board has twice rejected higher-priced offers from Qwest out of concern over that company's weak financial condition.

Copyright 2005 The Associated Press. All rights reserved. This material may not be published, broadcast, rewritten or redistributed.


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