Verizon Communications, yesterday agreed to acquire long-distance provider MCI Corp for $6.75 billion, a move, considered by some in response to the acquisition of AT&T by SBC Communications. The purchase price was about a half billion dollars below what Qwest offered for MCI, which recently changed its name from WorldCom after emerging from bankruptcy and a multibillion-dollar accounting scandal. Bloomberg reports MCI Inc.'s agreement to be bought by Verizon Communications Inc. for $6.75 billion faces opposition from MCI shareholders who own 11 percent of the telephone company and say the offer undervalues their holdings. Three of MCI's top six shareholders: John Paulson at Paulson & Co.; Bruce Berkowitz at Fairholme Capital Management LLC and Leon Cooperman at Omega Advisors Inc., said MCI, the No. 2 long- distance telephone company, should reconsider a higher bid from Qwest Communications International Inc. or stay independent.

Under the agreement, Verizon will pay $4.795 billion worth of its stock and $488 million in cash for MCI's shares. In addition, MCI shareholders will be paid dividends worth $1.463 billion reports thestate.

The deal with Verizon represents the latest buyout of a major long-distance provider by a Baby Bell within the last 30 days, following San Antonio-based SBC Communications' $16 billion acquisition of AT&T Corp.

The deal would give MCI shareholders about $20.75 per share based on the stock's closing price Friday. Verizon shares fell 12 cents, or 0.3 percent, to $36.19 yesterday. Qwest shares fell 17 cents, or 4.1 percent, to $3.98.