-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VgR6rLOhgfn8iJz1H7pc7iTttD6vSf3JXdah2rq/hQRKfPLkiEu6snSgcMsqRNT3 mBJgQJmanEzLEQDc6+5WNw== /in/edgar/work/20000531/0000950138-00-000107/0000950138-00-000107.txt : 20000919 0000950138-00-000107.hdr.sgml : 20000919 ACCESSION NUMBER: 0000950138-00-000107 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000531 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WORLD ACCESS INC /NEW/ CENTRAL INDEX KEY: 0001071645 STANDARD INDUSTRIAL CLASSIFICATION: [3669 ] IRS NUMBER: 582398004 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-54963 FILM NUMBER: 647134 BUSINESS ADDRESS: STREET 1: 945 EAST PACES FERRY ROAD STREET 2: SUITE 2200 CITY: ATLANTA STATE: GA ZIP: 30326 BUSINESS PHONE: 4042312025 MAIL ADDRESS: STREET 1: 945 EAST PACES FERRY ROAD STREET 2: SUITE 2200 CITY: ATLANTA STATE: GA ZIP: 30326 FORMER COMPANY: FORMER CONFORMED NAME: WAXS INC DATE OF NAME CHANGE: 19981006 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WORLDCOM INC/GA// CENTRAL INDEX KEY: 0000723527 STANDARD INDUSTRIAL CLASSIFICATION: [4813 ] IRS NUMBER: 581521612 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 500 CLINTON CENTER DRIVE CITY: CLINTON STATE: MS ZIP: 39056 BUSINESS PHONE: 6014605600 FORMER COMPANY: FORMER CONFORMED NAME: MCI WORLDCOM INC DATE OF NAME CHANGE: 19980914 FORMER COMPANY: FORMER CONFORMED NAME: WORLDCOM INC /GA/ DATE OF NAME CHANGE: 19970127 FORMER COMPANY: FORMER CONFORMED NAME: LDDS COMMUNICATIONS INC /GA/ DATE OF NAME CHANGE: 19930916 SC 13D/A 1 0001.txt AMENDMENT NO 3 TO SCHEDULE 13D ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (Amendment No. 3) World Access, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - $0.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 98141A 10 1 - -------------------------------------------------------------------------------- (CUSIP Number) Scott D. Sullivan Chief Financial Officer WorldCom, Inc. 500 Clinton Center Drive Clinton, Mississippi 39056 (601) 460-5600 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: [ ] (Continued on following pages) (Page 1 of 13 Pages) ================================================================================ - --------------------- ------------------ CUSIP No. 98141A 10 1 Schedule 13D Page 2 of 13 Pages - --------------------- ------------------ 1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) WorldCom, Inc. 58-1521612 MCI WORLDCOM Network Services, Inc. (successor to WorldCom Network Services, Inc.) 13-2745892 MFS Telecom, Inc. 36-3547776 Brooks Fiber Communications of Texas, Inc. 43-1714867 - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS* 00. - -------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION WorldCom, Inc. Georgia MCI WORLDCOM Network Services, Inc. (successor to WorldCom Network Services, Inc.) Delaware MFS Telecom, Inc. Delaware Brooks Fiber Communications of Texas, Inc. Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 7,087,313* NUMBER OF SHARES ------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER None OWNED BY EACH ------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER 7,087,313* PERSON WITH ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER None - -------------------------------------------------------------------------------- - --------------------- ------------------ CUSIP No. 98141A 10 1 Schedule 13D Page 3 of 13 Pages - --------------------- ------------------ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,087,313* - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS BEFORE FILLING OUT) |_| - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.6%* - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- * Share ownership numbers and percentages are approximations for the reasons stated in Item 5 of this Schedule 13D. Each reporting person is the beneficial owner of all of the reported shares although record ownership varies. - --------------------- ------------------ CUSIP No. 98141A 10 1 Schedule 13D Page 4 of 13 Pages - --------------------- ------------------ Preliminary Statement: This Amendment No. 3 amends in its entirety the Schedule 13D (the "Schedule 13D") dated December 14, 1998, as amended by Amendment No. 1 dated January 13, 1999 and Amendment No. 2 dated May 26, 1999. The cover page and all items therein shall be amended and restated in their entirety as follows: Item 1 Security and Issuer. Common stock, $0.01 par value per share, of World Access, Inc., a Delaware corporation ("World Access"), with its principal executive offices located at 945 East Paces Ferry Road, Suite 2240, Atlanta, Georgia 30326. Item 2 Identity and Background. (a) WorldCom, Inc. ("WorldCom") is a Georgia corporation (formerly known as MCI WORLDCOM, Inc.). The principal business of it and its subsidiaries is telecommunications. MCI WORLDCOM Network Services, Inc., a Delaware corporation and the successor to WorldCom Network Services, Inc., is an indirect, wholly-owned subsidiary of WorldCom. MFS Telecom, Inc., a Delaware corporation, is an indirect, wholly-owned subsidiary of WorldCom. Brooks Fiber Communications of Texas, Inc., a Delaware corporation, is an indirect, wholly-owned subsidiary of WorldCom. The principal business and principal office of each reporting person are located at 500 Clinton Center Drive, Clinton, Mississippi 39056, except that the principal business and principal office of MCI WORLDCOM Network Services, Inc. is located at 1801 Pennsylvania Avenue, N.W., Washington, D.C. 20006. During the past five years, none of the reporting persons nor, to the best of their knowledge, any of the directors or executive officers of any of the reporting persons, has had any criminal convictions, and none has been subject to a judgment, decree or final order of a judicial or administrative body of competent jurisdiction enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (b) Certain information pertaining to executive officers and directors of each reporting person is set forth on Appendix A attached hereto and incorporated herein by reference. Item 3 Source and Amount of Funds or Other Consideration. The reporting persons were issued 5,893,321 shares in connection with a merger transaction closing on December 14, 1998 in which World Access acquired Cherry Communications Incorporated (d/b/a Resurgens Communications Group) ("RCG") (see Item 5 below). The reporting persons were creditors of RCG and received shares of World Access in the Merger pursuant to RCG's Second Amended Plan of Reorganization dated September 2, 1998. In addition, the reporting persons, pursuant to an agreement dated December 6, 1999, also received 439,892 shares of World Access common stock in connection with World Access' acquisition of FaciliCom International, Inc. ("FaciliCom") in satisfaction of obligations owed by FaciliCom to the reporting persons in the approximate amount of $4.1 million. Similarly, in satisfaction of obligations owed by Long Distance International, - --------------------- ------------------ CUSIP No. 98141A 10 1 Schedule 13D Page 5 of 13 Pages - --------------------- ------------------ Inc. ("LDI") to the reporting persons in the approximate amount of $7.0 million, the reporting persons, pursuant to an agreement dated October 22, 1999, will receive 754,100 shares of World Access common stock in connection with World Access' acquisition of substantially all of the assets of LDI. Item 4 Purpose of Transaction. While the reporting persons have no present intentions of acquiring or influencing control of World Access, they intend to monitor their investment in World Access and take actions consistent with their perceived best interest. In April 1999, Lawrence C. Tucker, a Director of WorldCom, Inc., joined the Board of Directors of World Access. Information regarding Mr. Tucker is provided in Appendix A hereto. Item 5 Interest in Securities of the Issuer. The reporting persons presently own beneficially 6,333,213 shares of World Access common stock as of May 15, 2000, all of which shares were acquired in connection with the closing of the Merger or the FaciliCom acquisition. In addition, the reporting persons are entitled to receive 754,100 additional shares of World Access common stock in connection with the LDI transaction for an aggregate of 7,087,313 shares beneficially owned or approximately 11.6% of the presently outstanding shares of World Access common stock. Other than shares acquired in the Merger or the FaciliCom or LDI transactions, the reporting persons have acquired no shares of World Access during the sixty-day period preceding the filing of this Schedule 13D. Under the terms of the Merger, creditors of RCG as a group were eligible to receive up to a total of 9,375,000 shares of World Access common stock over a two and one-half year period following closing of the Merger. Of these shares, a total of 3,125,000 shares (the "Closing Shares") were issued at the closing of the Merger to the RCG creditors as a group and 6,250,000 shares (the "Contingent Shares") were placed in escrow to be issued over the two and one-half year period subject to attainment of certain earnings levels by RCG and Cherry Communications U.K. Limited ("Cherry U.K."). The exact amount to be issued to any RCG creditor, including the reporting persons, will depend upon the resolution of claims in the RCG bankruptcy proceedings. Included in the 7,087,313 shares held by the reporting persons is 1,746,500 shares of World Access common stock which the reporting persons estimate will be issued to them upon the final resolution of all creditor claims in the RCG bankruptcy proceedings. On December 7, 1999, a change of control provision in RCG's Agreement and Plan of Merger and Reorganization, as amended by the First and Second Amendments thereto, was triggered as a result of World Access' acquisition of FaciliCom and caused the accelerated vesting of the Contingent Shares. The 1818 Fund III, L.P., a Delaware limited partnership (the "1818 Fund"), may be deemed to be the beneficial owner of 6,086,956 shares of World Access common stock issuable upon (i) the conversion of 50,000 shares of preferred stock of World Access and (ii) exercise of an option to acquire up to an additional 20,000 shares of preferred stock and conversion thereof into World - --------------------- ------------------ CUSIP No. 98141A 10 1 Schedule 13D Page 6 of 13 Pages - --------------------- ------------------ Access common stock. The general partner of the 1818 Fund is Brown Brothers Harriman & Co. ("BBH"). Mr. Lawrence Tucker, a partner at BBH who is also a director of WorldCom, Inc., may be deemed to be the beneficial owner of these shares due to his role as co-manager of the 1818 Fund. In connection with Mr. Tucker's service on the World Access Board of Directors, Mr. Tucker was granted warrants to purchase 100,000 shares of World Access common stock at an exercise price of $11.69 per share. These warrants, which were fully vested upon issuance, expire on June 15, 2004. Item 6 Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The terms of the arrangement with respect to the Contingent Shares are set forth in the Agreement and Plan of Merger and Reorganization dated as of May 12, 1998, and the First and Second Amendments thereto, incorporated herein as an exhibit. Item 7 Material to be Filed as Exhibits. Attached hereto or incorporated herein as exhibits are the following documents: (1) Written agreement related to filing of joint acquisition statement; (2) Agreement and Plan of Merger and Reorganization dated as of May 12, 1998, as amended by the First and Second Amendments thereto, by and among World Access, WA Telecom Products Co. (formerly known as "World Access, Inc."), RCG and WA Merger Corp. (incorporated by reference to Appendix A to the definitive proxy statement of World Access as filed with the Securities and Exchange Commission on November 12, 1998 (the "Proxy Statement") (SEC File No. 000-29782); (3) Share Exchange Agreement and Plan of Reorganization dated as of May 12, 1998, by and among World Access, WA Telecom Products Co., Cherry U.K., and Renaissance Partners II (incorporated by reference to Appendix B to the Proxy Statement); and (4) Debtor's Second Amended Plan of Reorganization dated as of September 2, 1998 (incorporated by reference to Appendix D to the Proxy Statement). - --------------------- ------------------ CUSIP No. 98141A 10 1 Schedule 13D Page 7 of 13 Pages - --------------------- ------------------ SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 31, 2000 WorldCom, Inc. By: /S/ SCOTT D. SULLIVAN ------------------------------------ Name: Scott D. Sullivan Title: Chief Financial Officer MCI WORLDCOM Network Services, Inc. By: /S/ SCOTT D. SULLIVAN ------------------------------------ Name: Scott D. Sullivan Title: Chief Financial Officer MFS Telecom, Inc. By: /S/ SCOTT D. SULLIVAN ------------------------------------ Name: Scott D. Sullivan Title: Chief Financial Officer Brooks Fiber Communications of Texas, Inc. By: /S/ SCOTT D. SULLIVAN ------------------------------------ Name: Scott D. Sullivan Title: Chief Financial Officer - --------------------- ------------------ CUSIP No. 98141A 10 1 Schedule 13D Page 8 of 13 Pages - --------------------- ------------------ EXHIBIT 1 AGREEMENT REGARDING JOINT FILING The undersigned, for good and valuable consideration, hereby agree that they shall jointly file an acquisition statement under Section 13(d) of the Securities Exchange Act of 1934, as amended, with respect to the acquisition by the undersigned of shares of common stock of World Access, Inc., a Delaware corporation, and that they shall cooperate with each other regarding the filing, and when appropriate, amending of such acquisition statement. Dated as of May 31, 2000. WorldCom, Inc. MCI WORLDCOM Network Services, Inc. By: /S/ SCOTT D. SULLIVAN By: /S/ SCOTT D. SULLIVAN --------------------------- -------------------------------------- Name: Scott D. Sullivan Name: Scott D. Sullivan Title: Chief Financial Officer Title: Chief Financial Officer MFS Telecom, Inc. Brooks Fiber Communications of Texas, Inc. By: /S/ SCOTT D. SULLIVAN By: /S/ SCOTT D. SULLIVAN --------------------------- -------------------------------------- Name: Scott D. Sullivan Name: Scott D. Sullivan Title: Chief Financial Officer Title: Chief Financial Officer - --------------------- ------------------ CUSIP No. 98141A 10 1 Schedule 13D Page 9 of 13 Pages - --------------------- ------------------ Appendix A INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF WORLDCOM, INC., MCI WORLDCOM NETWORK SERVICES, INC., MFS TELECOM, INC. AND BROOKS FIBER COMMUNICATIONS OF TEXAS, INC. Part I. Directors and Executive Officers of WorldCom, Inc. ("WorldCom"). Set forth below are the name, current business address, citizenship and the present principal occupation or employment and material occupations, positions, offices or employments for the past five years of each director and executive officer of WorldCom. The principal address of WorldCom and, unless otherwise indicated below, the current business address for each individual listed below is 500 Clinton Center Drive, Clinton, Mississippi 39056, U.S.A. Unless otherwise indicated, each such person is a citizen of the United States. Unless otherwise indicated, each occupation set forth opposite the individual's name refers to employment with WorldCom. Present Principal Occupation or Employment; Name and Current Material Positions Held During the Past Five Business Address Years - ---------------- -------------------------------------------- CLIFFORD l. ALEXANDER, JR. Mr. Alexander has been a director of Alexander & Associates, Inc. WorldCom since its merger with MCI 400 C. Street, N.E. Communications Corporation ("MCI") in Washington, D.C. 20002 September 1998 (the "MCI Merger"). Mr. U.S.A. Alexander was a director of MCI until the MCI Merger. He has been President of Alexander & Associates, Inc., management consultants, since 1981 and has been Chairman and Chief Executive Officer of The Dun & Bradstreet Corporation, a provider of business-to-business credit, marketing and purchasing information and commercial receivables management services, since October 1999. Mr. Alexander is also a director of Dreyfus 3rd Century Fund, Dreyfus General Family of Funds, Mutual of America Life Insurance Company, American Home Products Corporation and IMS Health Incorporated. JAMES C. ALLEN Mr. Allen has been a director of WorldCom 3023 Club Drive since March 1998. Mr. Allen is currently an Destin, FL 32541 investment director and member of the U.S.A. general partner of Meritage Private Equity Fund, a venture capital fund specializing in the telecommunications industry. Mr. Allen is the former Vice Chairman and Chief Executive Officer and a former director of Brooks Fiber Properties, Inc. ("BFP"), where he served in such capacities from 1993 until January 1998. Mr. Allen served as President and Chief Operating Officer of Brooks Telecommunications Corporation, a founder of BFP, from April 1993 until it was merged with BFP in January 1996. Mr. Allen serves as a director of Verio Inc., Completel LLC and David Lipscomb University and is Chairman of Open Access Broadband Networks, Inc. JUDITH AREEN Ms. Areen has been a director of WorldCom Georgetown University Law Center since its merger with MCI in September 1998. 600 New Jersey Avenue, N.W. Ms. Areen was a director of MCI until the Washington, D.C. 20001 MCI Merger. She has been Executive Vice U.S.A. President for Law Center Affairs and Dean of the Law Center, Georgetown University since 1989. She has been a Professor of Law, Georgetown University, since 1976. - --------------------- ------------------- CUSIP No. 98141A 10 1 Schedule 13D Page 10 of 13 Pages - --------------------- ------------------- Present Principal Occupation or Employment; Name and Current Material Positions Held During the Past Five Business Address Years - ---------------- -------------------------------------------- CARL J. AYCOCK Mr. Aycock has been a director of WorldCom 123 South Railroad Avenue since 1983. Mr. Aycock served as Secretary Brookhaven, MS 39601 of WorldCom from 1987 to 1995 and was the U.S.A. Secretary and Chief Financial Officer of Master Corporation, a motel management and ownership company, from 1989 until 1992. Subsequent to 1992, Mr. Aycock has been self employed as a financial administrator. MAX E. BOBBITT Mr. Bobbitt has been a director of WorldCom 70 Beachside Drive since 1992. Mr. Bobbitt was a director of Apt. D203 Advanced Telecommunications Corporation Vero Beach, FL 32963 ("ATC") until its merger with WorldCom in U.S.A. December 1992 (the "ATC Merger"). He is currently a director of Cereus Technology Partners, Inc., a provider of Internet-based technology services, and Metromedia China Corporation ("MCC"), a telecom-munications company. From July 1998 to the present, Mr. Bobbitt has been a telecommunications consultant. From March 1997 until July 1998, Mr. Bobbitt served as President and Chief Executive Officer of MCC. From January 1996 until March 1997, Mr. Bobbitt was President and Chief Executive Officer of Asian American Telecommunications Corporation, which was acquired by MCC in February 1997. From January 1995 until January 1996, Mr. Bobbitt was a telecommunications consultant. BERNARD J. EBBERS Mr. Ebbers has been President and Chief Executive Officer of WorldCom since April 1985. Mr. Ebbers has served as a director of WorldCom since 1983. FRANCESCO GALESI Mr. Galesi has been a director of WorldCom The Galesi Group since 1992. Mr. Galesi was a director of ATC 435 East 52nd Street until the ATC Merger. Mr. Galesi is the New York, NY 10022 Chairman and Chief Executive Officer of the U.S.A. Galesi Group, which includes companies engaged in distribution, manufacturing, real estate and telecommunications. Mr. Galesi serves as a director of Walden Residential Properties, Inc., and Keystone Property Trust. STILES A. KELLETT, JR. Mr. Kellett has served as a director of Kellett Investment Corporation WorldCom since 1981. Mr. Kellett has been 200 Galleria Parkway, Suite 1800 Chairman of Kellett Investment Corporation Atlanta, GA 30339 U.S.A. since 1995. Mr. Kellett serves as a director of Netzee, Inc. - --------------------- ------------------- CUSIP No. 98141A 10 1 Schedule 13D Page 11 of 13 Pages - --------------------- ------------------- Present Principal Occupation or Employment; Name and Current Material Positions Held During the Past Five Business Address Years - ---------------- -------------------------------------------- GORDON S. MACKLIN Mr. Macklin been a director of the WorldCom 8212 Burning Tree Road since its merger with MCI in September 1998. Bethesda, MD 20817 Mr. Macklin was a director of MCI until the U.S.A. MCI Merger. Mr. Macklin is currently a corporate financial advisor. From 1993 until 1998, Mr. Macklin served as Chairman, White River Corporation, an information services company. Mr. Macklin is also a director of White Mountains Insurance Group, Ltd., Overstock.com, Martek Biosciences Corporation, MedImmune, Inc., Spacehab, Inc., and director, trustee or managing general partner, as the case may be, of 47 of the investment companies in the Franklin Templeton Group of Funds. Mr. Macklin was formerly chairman, Hambrecht and Quist Group; and President, National Association of Securities Dealers, Inc. JOHN A. PORTER Mr. Porter has been a director of WorldCom Integra Funding since 1988. Mr. Porter served as Vice 295 Bay Street, Suite 2 Chairman of the Board of WorldCom from Easton, MD 21601 September 1993 until WorldCom's merger with U.S.A. MFS Communications Company, Inc. ("MFS") in December 1996 (the "MFS Merger") and served as Chairman of the Board of Directors of WorldCom from 1988 until September 1993. Mr. Porter also serves as the Chairman of the Board of Directors of TelTek, Inc., a holding company which currently holds all of the stock of Industrial Electric Manufacturing, Inc., and Phillips & Brooks/Gladwin, Inc., equipment manufacturers for deregulated electrical and telecommunications markets. Mr. Porter was previously President and sole shareholder of P.M. Restaurant Group, Inc. which filed for protection under Chapter 11 of the United States Bankruptcy Code in March 1995. Subsequent to March 1995, Mr. Porter sold all of his shares in P.M. Restaurant Group, Inc. Mr. Porter is also a director of Uniroyal Technology Corporation and Inktomi, Inc. BERT C. ROBERTS, JR. Mr. Roberts has been a director and Chairman WorldCom, Inc. of the Board of WorldCom since its merger 1801 Pennsylvania Avenue, N.W. with MCI in September 1998. He was Chairman Washington, D.C. 20006 of the Board of MCI from June 1992 to U.S.A. September 1998, when it merged with WorldCom. He was Chief Executive Officer of MCI from December 1991 to November 1996. He was President and Chief Operating Officer of MCI from October 1985 to June 1992 and President of MCI WORLDCOM Network Services, Inc. from May 1983 to June 1992. Mr. Roberts is a director of The News Corporation Limited, Telefonica de Espana, S.A. ("Telefonica"), Valence Technology, Inc. and CAPCure. - --------------------- ------------------- CUSIP No. 98141A 10 1 Schedule 13D Page 12 of 13 Pages - --------------------- ------------------- Present Principal Occupation or Employment; Name and Current Material Positions Held During the Past Five Business Address Years - ---------------- -------------------------------------------- JOHN W. SIDGMORE Mr. Sidgmore serves as Vice Chairman of the WorldCom, Inc. Board of WorldCom. Mr. Sidgmore has been a 22001 Loudoun County Parkway director of WorldCom since the MFS Merger Ashburn, VA 20147 and has served as a director of MFS since U.S.A. August 1996. From the MFS Merger until the MCI Merger, Mr. Sidgmore served as Vice Chairman of the Board and Chief Operations Officer of WorldCom. Mr. Sidgmore was President and Chief Operating Officer of MFS from August 1996 until the MFS Merger. He was Chief Executive Officer of UUNET Technologies, Inc. ("UUNET") from June 1994 until October 1998, and President of UUNET from June 1994 to August 1996 and from January 1997 to September 1997. Mr. Sidgmore has been a director of UUNET since June 1994. From 1989 to 1994, he was President and Chief Executive Officer of CSC Intelicom, a telecommunications software company. Mr. Sidgmore is a director of ADC Telecommunications, Inc., and MicroStrategy Incorporated. SCOTT D. SULLIVAN Mr. Sullivan has been a director of WorldCom since 1996. Mr. Sullivan serves as Chief Financial Officer and Secretary of WorldCom. From the ATC Merger until December 1994, Mr. Sullivan served as Vice President and Assistant Treasurer of WorldCom. From 1989 until 1992, Mr. Sullivan served as an executive officer of two long-distance companies, including ATC. From 1983 to 1989, Mr. Sullivan served in various capacities with KPMG LLP. LAWRENCE C. TUCKER Mr. Tucker is a general partner of Brown Brown Brothers Harriman & Co. Brothers Harriman & Co., a private banking 59 Wall Street firm, since 1979 and currently serves as a New York, NY 10005 member of the Steering Committee of the U.S.A. firm's partnership. He is also a director of Riverwood Holdings, Inc., National Healthcare Corporation, VAALCO Energy, Inc., World Access, Inc., National Equipment Services, Inc., and US Unwired, Inc. Mr. Tucker has served as a director of WorldCom since May 1995, and previously served as a director of WorldCom from May 28, 1992 until the ATC Merger. JUAN VILLALONGA Mr. Villalonga has served as the Chairman (citizen of Spain) and Chief Executive Officer of Telefonica, a Telefonica de Espana, S.A provider of telecommunications services in Gran Via 28, 9th floor Spain, since 1996. He has been a director of 28013 Madrid WorldCom since November 1998 pursuant to a Spain Strategic Alliance Agreement among Telefonica, MCI and WorldCom. Mr. Villalonga was previously the Chief Executive Officer of Bankers Trust in Spain and Portugal, the Chief Executive Officer of CS First Boston in Spain and a partner at Kinsey & Co., a consulting firm, for nine years. Part II. Directors and Executive Officers of MCI WORLDCOM Network Services, Inc. ("MCI WNS"). Set forth below are the name, current business address, citizenship and the present principal occupation or employment and material occupations, positions, offices or employments for the past five years of each director and executive officer of MCI WNS. The principal address of MCI WNS is 1801 Pennsylvania Avenue, N.W., Washington, D.C. 20006, U.S.A. The current business address for each individual listed below is 500 Clinton Center Drive, Clinton, Mississippi 39056. Each person listed below is a citizen of the United States. The position set forth opposite the individual's name refers to a position with MCI WNS. - --------------------- ------------------- CUSIP No. 98141A 10 1 Schedule 13D Page 13 of 13 Pages - --------------------- ------------------- Present Principal Occupation or Employment; Name and Current Material Positions Held During the Past Five Business Address Years - ---------------- -------------------------------------------- BERNARD J. EBBERS Director, President and Chief Executive Officer. (See Part I Above) Secretary, SCOTT D. SULLIVAN Treasurer and Chief Financial Officer. (See Part I Above) Part III. Directors and Executive Officers of MFS Telecom, Inc. ("MFS"). Set forth below are the name, current business address, citizenship and the present principal occupation or employment and material occupations, positions, offices or employments for the past five years of each director and executive officer of MFS. The principal address of MFS and the current business address for each individual listed below is 500 Clinton Center Drive, Clinton, MS 39056, U.S.A. Each person listed below is a citizen of the United States. The position set forth opposite the individual's name refers to a position with MFS. Present Principal Occupation or Employment; Name and Current Material Positions Held During the Past Five Business Address Years - ---------------- -------------------------------------------- BERNARD J. EBBERS Director, President and Chief Executive Officer. (See Part I Above) Secretary, SCOTT D. SULLIVAN Treasurer and Chief Financial Officer. (See Part I Above) Part IV. Directors and Executive Officers of Brooks Fiber Communications of Texas, Inc. ("Brooks"). Set forth below are the name, current business address, citizenship and the present principal occupation or employment and material occupations, positions, offices or employments for the past five years of each director and executive officer of Brooks. The principal address of Brooks and the current business address for each individual listed below is 500 Clinton Center Drive, Clinton, Mississippi 39056, U.S.A. Each person listed below is a citizen of the United States. The position set forth opposite the individual's name refers to a position with Brooks. Present Principal Occupation or Employment; Name and Current Material Positions Held During the Past Five Business Address Years - ---------------- -------------------------------------------- BERNARD J. EBBERS Director, President and Chief Executive Officer. (See Part I Above) SCOTT D. SULLIVAN Secretary, Treasurer and Chief Financial Officer. (See Part I Above) -----END PRIVACY-ENHANCED MESSAGE-----