<PAGE>

                                                                    EXHIBIT 1.2

       FORM NO. 5


                                [SEAL OF BERMUDA]

                             THE COMPANIES ACT 1981
                            CERTIFICATE OF DEPOSIT OF
                            MEMORANDUM OF ASSOCIATION
                       AND CONSENT GRANTED BY THE MINISTER



               THIS IS TO CERTIFY that a Memorandum of Association

                                       of

                                  FLAG Limited
        -----------------------------------------------------------------
        and the consent granted by the Minister under section 6(1) of the
        Act was delivered to the Office of the Registrar of Companies on
        the 4th day of January, 1993 in accordance with the provisions of
        section 14(2) of the Act.




                                               IN WITNESS WHEREOF I have
                                               hereto set my hand this


                                               4th day of January, 1993
                                               -----------------------------

                                                /s/ Pamela Adams
                                               --------------------------------
                                                  FOR REGISTRAR OF COMPANIES


       Minimum Capital of the Company:            US$12,000.00
       Authorised Capital of the Company:         US$12,000.00



<PAGE>



     FORM NO. 2




                                [SEAL OF BERMUDA]

                             THE COMPANIES ACT 1981
                          MEMORANDUM OF ASSOCIATION OF
                            COMPANY LIMITED BY SHARES
                             (SECTION 7 (1) AND (2))
                            MEMORANDUM OF ASSOCIATION
                                       OF

                                  FLAG Limited
          ------------------------------------------------------------
                   (hereinafter referred to as "the Company")



     1.  The Liability of the members of the Company is limited to the amount
         (if any) for the time being unpaid on the shares respectively held by
         them.


     2.  We, the undersigned, namely,

          NAME       ADDRESS        BERMUDIAN      NATIONALITY       NUMBER OF
                                     STATUS                           SHARES
                                    (Yes/No)                        SUBSCRIBED




         See attached














         do hereby respectively agree to take such number of shares of the
         Company as may be allotted to us respectively by the provisional
         directors of the Company, not exceeding the number of shares for which
         we have respectively subscribed, and to satisfy such calls as may be
         made by the directors, provisional directors or promoters of the
         Company in respect of the shares allotted to us respectively.


<PAGE>

       2.

<TABLE>
<CAPTION>

             NAME/ADDRESS          BERMUDIAN      NATIONALITY      NUMBER OF
                                    STATUS                         SHARES
                                   (Yes/No)                        SUBSCRIBED

<S>                                   <C>          <C>                <C>

             Peter Bubenzer
             Cedar House,
             41 Cedar Avenue,
             Hamilton HM 12,
             Bermuda                  Yes          British             1


             Ruby L. Rawlins
             Cedar House,
             41 Cedar Avenue,
             Hamilton HM 12,
             Bermuda                  Yes          British             1

             Marcia De Couto
             Cedar House,
             41 Cedar Avenue,
             Hamilton HM 12,
             Bermuda                  Yes          British             1

             Rosalind Johnson
             Cedar House,
             41 Cedar Avenue,
             Hamilton HM 12,
             Bermuda                  Yes          British             1
</TABLE>



<PAGE>




      3.    The Company is to be an exempted Company as defined by the Companies
            Act 1981.

      4.    The Company has power to hold land situate in Bermuda not exceeding
            in all, including the following parcels--




            Not Applicable












      5.    The authorised share capital of the Company is $12,000.00 divided
            into shares of U. S. one dollar each. The minimum subscribed share
            capital of the Company is $12,000.00 in United States Currency.

      6.    The objects for which the Company is formed and incorporated are--






            See Attached







* Delete as applicable.



<PAGE>



      6.

      (i)         To carry on the business of the construction, owning,
                  operating and maintaining fibre-optic cable networks, undersea
                  and overland, in all parts of the world, to sell, lease and
                  otherwise deal in capacity in such networks, to provide
                  telecommunications services and services for the laying,
                  maintenance and repair of telecommunications cables and to
                  construct, own, operate and maintain all structures,
                  buildings, cableships and other plant and equipment associated
                  with any of the foregoing;

      (ii)        To carry on business as a holding company and to acquire and
                  hold shares, stocks, debenture stock, bonds, mortgages,
                  obligations and securities of any kind issued or guaranteed by
                  any company, corporation or undertaking of whatever nature and
                  wherever constituted or carrying on business, and shares,
                  stock, debentures, debenture stock, bonds, obligations and
                  other securities issued or guaranteed by any government,
                  sovereign ruler, commissioners, trust, local authority or
                  other public body, whether in Bermuda or elsewhere, and to
                  vary, transpose, dispose of or otherwise deal with from time
                  to time as may be considered expedient any of the Company's
                  investments for the time being;

      (iii)       To acquire any such shares and other securities as are
                  mentioned in the preceding paragraph by subscription,
                  syndicate participation, tender, purchase, exchange or
                  otherwise and to subscribe for the same, either conditionally
                  or otherwise, and to guarantee the subscription thereof and to
                  exercise and enforce all rights and powers conferred by or
                  incident to the ownership thereof;

      (iv)        To co-ordinate the administration, policies, management,
                  supervision, control, research, planning, trading and any and
                  all other activities of, and to act as financial advisers and
                  consultants to, any company or companies now or hereafter
                  incorporated or acquired which may be or may become a Group
                  Company (which expression, in this and the next following
                  paragraph, means a company, wherever incorporated, which is or
                  becomes a holding company or a subsidiary of, or affiliated
                  with, the Company within the meanings respectively assigned to
                  those terms in The Companies Act 1981) or, with the prior
                  written approval of the Minister of Finance, to any company or
                  companies now or hereafter incorporated or acquired with which
                  the Company may be or may become associated;

      (v)         To provide financing and financial investment, management and
                  advisory services to any Group Company, which shall include
                  but not be limited to granting or providing

<PAGE>

                  credit and financial accommodation, lending and making
                  advances with or without interest to any Group Company and
                  lending to or depositing with any bank funds or other assets
                  to provide security (by way of mortgage, charge, pledge, lien
                  or otherwise) for loans or other forms of financing granted to
                  such Group Company by such bank;

                  Provided that the Company shall not be deemed to have the
                  power to act as executor or administrator, or as trustee,
                  except in connection with the issue of bonds and debentures by
                  the Company or any Group Company or in connection with a
                  pension scheme for the benefit of employees or former
                  employees of the Company or a Group Company or their
                  respective predecessors, or the dependents or connections of
                  such employees or former employees; and

      (vi)        As set forth in paragraphs (b) to (n) and (p) to (u) inclusive
                  of the Second Schedule to The Companies Act 1981.

<PAGE>


                             THE COMPANIES ACT 1981

                                 SECOND SCHEDULE


                                                                 (Section 11(2))


      A company may by reference include in its memorandum any of the following
objects that is to say the business of--

      (a)   insurance and re-insurance of all kinds;

      (b)   packaging of goods of all kinds;

      (c)   buying, selling and dealing in goods of all kinds;

      (d)   designing and manufacturing of goods of all kinds;

      (e)   mining and quarrying and exploration for metals, minerals, fossil
            fuels and precious stones of all kinds and their preparation for
            sale or use;

      (f)   exploring for, the drilling for, the moving, transporting and
            refining petroleum and hydro carbon products including oil and oil
            products;

      (g)   scientific research including the improvement, discovery and
            development of processes, inventions, patents and designs and the
            construction, maintenance and operation of laboratories and research
            centers;

      (h)   land, sea and air undertakings including the land, ship and air
            carriage of passengers, mails and goods of all kinds;

      (i)   ships and aircraft owners, managers, operators, agents, builders and
            repairers;

      (j)   acquiring, owning, selling, chartering, repairing or dealing in
            ships and aircraft;

      (k)   travel agents, freight contractors and forwarding agents;

      (l)   dock owners, wharfingers, warehousemen;

      (m)   ship chandlers and dealing in rope, canvas oil and ship stores of
            all kinds;

      (n)   all forms of engineering;

      (o)   developing, operating, advising or acting as technical consultants
            to any other enterprise or business;

      (p)   farmers, livestock breeders and keepers, graziers, butchers, tanners
            and processors of and dealers in all



<PAGE>

                                      - 2-

            kinds of live and dead stock, wool, hides, tallow, grain, vegetables
            and other produce;

      (q)   acquiring by purchase or otherwise and holding as an investment
            inventions, patents, trade marks, trade names, trade secrets,
            designs and the like;

      (r)   buying, selling, hiring, letting and dealing in conveyances of any
            sort;

      (s)   employing, providing, hiring out and acting as agent for artists,
            actors, entertainers of all sorts, authors, composers, producers,
            directors, engineers and experts or specialists of any kind;

      (t)   to acquire by purchase or otherwise hold, sell, dispose of and deal
            in real property situated outside Bermuda and in personal property
            of all kinds wheresoever situated; and

      (u)   to enter into any guarantee, contract of indemnity or suretyship
            and to assure, support or secure with or without consideration or
            benefit the performance of any obligations of any person or persons
            and to guarantee the fidelity of individuals filling or about to
            fill situations of trust or confidence.



<PAGE>


      7.    The Company has the powers set out in the Schedule annexed hereto.





































      Signed by each subscriber in the presence of at least one witness
      attesting the signature thereof -

       /s/ Peter Bubenzer                         /s/ Stacy Robinson
      --------------------------------           -------------------------------

       /s/ Ruby Rawlins                           /s/ Stacy Robinson
      --------------------------------           -------------------------------

       /s/ Marcia De Couto                        /s/ Stacy Robinson
      --------------------------------           -------------------------------

       /s/ Rosalind Johnson                       /s/ Stacy Robinson
      --------------------------------           -------------------------------

            (Subscribers)                                   (Witnesses)





SUBSCRIBED this 21st day of December 1992


<PAGE>


                                  The Schedule


           (REFERRED TO IN CLAUSE 7 OF THE MEMORANDUM OF ASSOCIATION)

      (a)   To borrow and raise money in any currency or currencies and to
            secure or discharge any debt or obligation in any matter and in
            particular (without prejudice to the generality of the foregoing) by
            mortgages of or charges upon all or any part of the undertaking,
            property and assets (present and future) and uncalled capital of the
            Company or by the creation and issue of securities.

      (b)   To enter into any guarantee, contract of indemnity or suretyship
            and in particular (without prejudice to the generality of the
            foregoing) to guarantee, support or secure, with or without
            consideration, whether by personal obligation or by mortgaging or
            charging all or any part of the undertaking, property and assets
            (present and future) and uncalled capital of the Company or both
            such methods or in any other manner, the performance of any
            obligations or commitments, of, and the repayment or payment of
            the principal amounts of and any premiums, interest, dividends
            and other moneys payable on or in respect of any securities or
            liabilities of, any person including (without prejudice to the
            generality of the foregoing) any company which is for the time
            being a subsidiary or a holding company of the Company or another
            subsidiary or a holding company of the Company or otherwise
            associated with the Company.

      (c)   To accept, draw, make, create, issue, execute, discount, endorse,
            negotiate bills of exchange, promissory notes, and other instruments
            and securities, whether negotiable or otherwise.

      (d)   To sell, exchange, mortgage, charge, let on rent, share of profit,
            royalty or otherwise, grant licences, easements, options, servitudes
            and other rights over, and in any other manner deal with or dispose
            of, all or any part of the undertaking, property and assets (present
            and future) of the Company for any consideration and in particular
            (without prejudice to the generality of the foregoing) for any
            securities.

      (e)   To issue and allot securities of the Company for cash or in payment
            or part payment for any real or personal property purchased or
            otherwise acquired by the Company or any services rendered to the
            Company or as security for any obligation or amount (even if less
            than the nominal amount of such securities) or for any other
            purpose.


<PAGE>

      (f)   To grant pensions, annuities, or other allowances, including
            allowances on death, to any directors, officers or employees or
            former directors, officers or employees of the Company or any
            Company which at any time is or was a subsidiary or a holding
            company or another subsidiary of a holding company of the Company or
            otherwise associated with the Company or of any predecessor in
            business of any of them, and to the relations, connections or
            dependants of any such persons, and to other persons whose service
            or services have directly or indirectly been of benefit to the
            Company or whom the Company considers have any moral claim on the
            Company or to their relations, connections or dependants, and to
            establish or support any associations, institutions, clubs, schools,
            building and housing schemes, funds and trusts, and to make payments
            toward insurance or another arrangements likely to benefit any such
            persons or otherwise advance the interests of the Company or of its
            Members, and to subscribe, guarantee or pay money for any purpose
            likely, directly or indirectly to further the interests of the
            Company or of its Members of for any national, charitable ,
            benevolent, educational, social, public, general or useful object.

      (g)   The Company shall have the power to purchase its own shares in
            accordance with the provisions of Section 42A of the Companies Act
            1981.

      (h)   To issue preference shares redeemable at the option of the holder,
            subject to the provisions of the Companies Act 1981.



<PAGE>

                                 (Section A(1))



      Subject to any provision of the law a company limited by shares shall
without reference in its memorandum have the powers set out in the First
Schedule unless any of such powers are excluded by its memorandum.

                                 FIRST SCHEDULE

      A company limited by shares may exercise all or any of the following
powers subject to any provision of the law or its memorandum--

      1.    to carry on any other business capable of being conveniently carried
            on in connection with its business or likely to enhance the value of
            or making profitable any of its property or rights;

      2.    to acquire or undertake the whole or any part of the business,
            property and liabilities of any person carrying on any business that
            the company is authorized to carry on;

      3.    to apply for register, purchase, lease, acquire, hold, use, control,
            licence, sell, assign or dispose of patents, patent rights,
            copyrights, trademarks, formulae, licences, inventions, processes,
            distinctive marks and similar rights;

      4.    to enter into partnership or into any arrangement for sharing of
            profits, union of interest, co-operation, joint venture, reciprocal
            concession or otherwise with any person carrying on or engaged in or
            about to carry on or engage in any business or transaction that the
            company is authorized to carry on or engage in or any business or
            transaction capable of being conducted so as to benefit the company;

      5.    to take or otherwise acquire and hold securities in any other body
            corporate having objects altogether or in part similar to those of
            the company or carrying on any business capable of being conducted
            so as to benefit the company;

      6.    subject to section 96 to lend money to any employee or to any person
            having dealings with the company or with whom the company proposes
            to have dealings or to any other body corporate any of whose shares
            are held by the company;

      7.    to apply for, secure or acquire by grant, legislative enactment,
            assignment, transfer, purchase or otherwise and to exercise, carry
            out and enjoy any charter, licence, power, authority, franchise,
            concession, right or privilege, that any government or authority or
            any body corporate or other public body may be empowered to grant,
            and to pay for, aid in and contribute toward carrying it into effect
            and to assume any liabilities or obligations incidental thereto;

      8.    to establish and support or aid in the establishment and support of
            associations, institutions funds or trusts for the benefit of
            employees or former employees of the company or its predecessors, or
            the dependants or connections of such employees or former
            employees, and grant

<PAGE>

            pensions and allowances, and make payments towards insurance or for
            any object similar to those set forth in this paragraph, and to
            subscribe or guarantee money for charitable, benevolent, educational
            or religious objects or for any exhibition or for any public,
            general or useful objects;

      9.    to promote any company for the purpose of acquiring or taking over
            any of the property and liabilities of the company or for any other
            purpose that may benefit the company;

      10.   to purchase, lease, take in exchange, hire or otherwise acquire any
            personal property and any rights or privileges that the company
            considers necessary or convenient for the purposes of its business;

      11.   to construct, maintain, alter, renovate and demolish any buildings
            or works necessary or convenient for its objects;

      12.   to take land in Bermuda by way of lease or letting agreement for a
            term not exceeding twenty-one years, being land "BONA FIDE" required
            for the purposes of the business of the company and with the consent
            of the Minister granted in his discretion to take land in Bermuda by
            way of lease or letting agreement for a similar period in order to
            provide accommodation or recreational facilities for its officers
            and employees and when no longer necessary for any of the above
            purposes to terminate or transfer the lease or letting agreement;

      13.   except to the extent, if any, as may be otherwise expressly provided
            in its incorporating Act or memorandum and subject to the provisions
            of this Act every company shall have power to invest the moneys of
            the Company by way of mortgage of real or personal property of every
            description in Bermuda or elsewhere and to sell exchange, vary, or
            dispose of such mortgage as the company shall from time to time
            determine;

      14.   to construct, improve, maintain, work, manage, carry out or control
            any roads, ways, tramways, branches or sidings, bridges, reservoirs,
            watercourses, wharves, factories, warehouses, electric works, shops,
            stores and other works and conveniences that may advance the
            interests of the company and contribute to, subsidize or otherwise
            assist or take part in the construction, improvement, maintenance,
            working, management, carrying out or control thereof;

      15.   to raise and assist in raising money for, and aid by way of bonus,
            loan, promise, endorsement, guarantee or otherwise, any person and
            guarantees the performance or fulfilment of any contracts or
            obligations of any person, and in particular guarantee the payment
            of the principal of and interest on the debt obligations of any such
            person;

      16.   to borrow or raise or secure the payment of money in such manner as
            the company may think fit;

      17.   to draw, make, accept, endorse, discount, execute and issue bills of
            exchange, promissory notes, bills of lading, warrants and other
            negotiable or transferable instruments;

<PAGE>

      18.   when properly authorized to do so, to sell, lease, exchange or
            otherwise dispose of the undertaking of the company or any part
            thereof as an entirely or substantially as an entirety for such
            consideration as the company thinks fit;

      19.   to sell, improve, manage, develop, exchange, lease, dispose of, turn
            to account or otherwise deal with the property of the company in the
            ordinary course of its business;

      20.   to adopt such means of making known the products of the company as
            may seem expedient, and in particular by advertising, by purchase
            and exhibition of works of art or interest, by publication of books
            and periodicals and by granting prizes and rewards and making
            donations;

      21.   to cause the company to be registered and recognized in any foreign
            jurisdiction, and designate persons therein according to the laws of
            that foreign jurisdiction or to represent the company and to accept
            service for and on behalf of the company of any process or suit;

      22.   to allot and issue fully-paid shares of the company in payment or
            part payment of any property purchased or otherwise acquired by the
            company or for any past services performed for the company;

      23.   to distribute among the members of the company in cash, kind, specie
            or otherwise as may be resolved by way of dividend, bonus or in any
            other manner considered advisable, any property of the company, but
            not so as to decrease the capital of the company unless the
            distribution is made for the purpose of enabling the company to be
            dissolved or the distribution, apart from this paragraph, would be
            otherwise lawful;

      24.   to establish agencies and branches;

      25.   to take or hold mortgages, hypotheses, liens and charges to secure
            payment of the purchase price, or of any unpaid balance of the
            purchase price, of any part of the property of the company of
            whatsoever kind sold by the company, or for any money due to the
            company from purchasers and others and to sell or otherwise dispose
            of any such mortgage, hypothec, lien or charges;

      26.   to pay all costs and expenses of or incidental to the incorporation
            and organization of the company;

      27.   to invest and deal with the moneys of the company not immediately
            required for the objects of the company in such manner as may be
            determined;

      28.   to do any of the things, authorized by this subsection and all
            things authorized by its memorandum as principals, agents,
            contractors, trustees or otherwise, and either alone or in
            conjunction with others;

<PAGE>

      29.   to do all such other things as are incidental or conducive to the
            attainment of the objects and the exercise of the powers of the
            company.

            Every company may exercise its powers beyond the boundaries of
      Bermuda to the extent to which the laws in force where the powers are
      sought to be exercised permit.






<PAGE>



      FORM NO. 7a



                                [SEAL OF BERMUDA]

                             THE COMPANIES ACT 1981
                            CERTIFICATE OF DEPOSIT OF
                     MEMORANDUM OF INCREASE OF SHARE CAPITAL


        THIS IS TO CERTIFY that a Memorandum of Increase of Share Capital

                                       of



                                  FLAG LIMITED
           ----------------------------------------------------------
           was deposited in the Office of the Registrar of Companies

                                     on the

                              18th day of May, 1994
           ----------------------------------------------------------



                                                    IN WITNESS WHEREOF I have
                                                    hereto set my hand this



                                                    18th day of May, 1994
                                                    ----------------------------

                                                     /s/ Pamela Adams
                                                    ----------------------------
                                                    FOR REGISTRAR OF COMPANIES


           Capital prior to increase US$ 12,000.00
                                     -------------

                  Amount of increase US$101,200.00
                                     -------------


                     Present capital US$113,200.00
                                     -------------



<PAGE>



 FORM 7a




                                [SEAL OF BERMUDA]

                             THE COMPANIES ACT 1981
                            CERTIFICATE OF DEPOSIT OF
                     MEMORANDUM OF INCREASE OF SHARE CAPITAL



        THIS IS TO CERTIFY that a Memorandum of Increase of Share Capital
                                       of

                                  FLAG LIMITED
                                  ------------

            was deposited in the Office of the Registrar of Companies
                                     on the

                            22nd day of August, 1995
                            ------------------------


                                               IN WITNESS WHEREOF I have
                                               hereto set my hand this
                                               22nd day of August, 1995


                                                /s/ Beverly Jones
                                               ------------------------------
                                               FOR REGISTRAR OF COMPANIES


           Capital prior to increase US$113,200.00
                                     -------------

                  Amount of increase US$    700.00
                                     -------------


                     Present Capital US$113,900.00
                                     -------------