SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
WILTEL COMMUNICATIONS, INC.
(SUCCESSOR TO WILLIAMS COMMUNICATIONS GROUP, INC.)
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of class of securities)
972487 10 2
(CUSIP number)
JOSEPH A. ORLANDO
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
LEUCADIA NATIONAL CORPORATION
315 PARK AVENUE SOUTH
NEW YORK, NEW YORK 10010
WITH A COPY TO:
ANDREA A. BERNSTEIN, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(Name, address and telephone number of person authorized to receive notices
and communications)
OCTOBER 15, 2002
(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 which 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
[_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. The information required on the
remainder of this cover page shall not be deemed to be "filed" for the purposes
of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or
otherwise subject to the liabilities of that section of the Exchange Act but
shall be subject to all other provisions of the Exchange Act.
(Continued on following pages)
(Page 1 of 16 pages)
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CUSIP No. 972487 10 2 13D
1 NAME OF REPORTING PERSON: LUK Acquisition I, LLC
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: OO (see Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Delaware
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 11,775,000 (see Items 5 and 6)
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER:
11,775,000 (see Items 5 and 6)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON:
11,775,000 (see Items 5 and 6)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [_]
CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 23.55%
14 TYPE OF REPORTING PERSON: OO (Limited Liability Company)
2
CUSIP No. 972487 10 2 13D
1 NAME OF REPORTING PERSON: LUK Acquisition II, LLC
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: OO (see Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Delaware
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 10,225,000 (see Items 5 and 6)
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 10,225,000 (see Items 5 and 6)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON: 10,225,000 (see Items 5 and 6)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [_]
CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 20.45%
14 TYPE OF REPORTING PERSON: OO (Limited Liability Company)
3
CUSIP No. 972487 10 2 13D
1 NAME OF REPORTING PERSON: Leucadia National Corporation
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF New York
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 22,000,000 (see Items 5 and 6)
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 22,000,000 (see Items 5 and 6)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON: 22,000,000 (see Items 5 and 6)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [_]
CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 44%
14 TYPE OF REPORTING PERSON: CO
4
Item 1. Security and Issuer.
This Statement on Schedule 13D relates to the common stock, $0.01
par value per share (the "WilTel Common Stock"), of WilTel Communications Group,
Inc., a Nevada corporation ("WilTel"). The address of the principal executive
office of WilTel is One Technology Center, Tulsa, OK 74103.
Item 2. Identity and Background.
This Statement is being filed by Leucadia National Corporation
("Leucadia") and its subsidiaries, LUK Acquisition I, LLC ("LUK I") and LUK
Acquisition II, LLC ("LUK II" and collectively with Leucadia and LUK I, the
"Beneficial Owners"). As discussed in Items 3, 4, 5 and 6 below, the Beneficial
Owners are members of a group with respect to the WilTel Common Stock.
(a)-(c) LUK I is a Delaware limited liability company with its
principal office at c/o Leucadia National Corporation, 315 Park Avenue South,
New York, NY 10010. LUK I was formed to provide a vehicle for Leucadia to make
investments. The sole member of LUK I is Leucadia.
LUK II is a Delaware limited liability company with its principal
office at c/o Leucadia National Corporation, 315 Park Avenue South, New York, NY
10010. LUK II was formed to provide a vehicle for Leucadia to make investments.
The sole member of LUK II is Leucadia.
Leucadia is a New York corporation with its principal office at 315
Park Avenue South, New York, New York 10010. Leucadia is a holding company
principally engaged in a variety of businesses, including banking and lending,
property and casualty insurance, manufacturing, winery operations, real estate
activities and development of a copper mine. Approximately 34.8% of the common
shares of Leucadia outstanding at April 11, 2002 (including shares issuable
pursuant to currently exercisable warrants) is beneficially owned (directly and
through family members) by Ian M. Cumming, Chairman of the Board of Directors of
Leucadia, and Joseph S. Steinberg, a director and President of Leucadia
(excluding an additional 2.0% of the common shares of Leucadia beneficially
owned by trusts for the benefit of Mr. Steinberg's children, as to which Mr.
Steinberg disclaims beneficial ownership). Private charitable foundations
independently established by each of Messrs. Cumming and Steinberg each
beneficially own less than one percent of the outstanding common shares of
Leucadia. Mr. Cumming and Mr. Steinberg each disclaim beneficial ownership of
the common shares of Leucadia held by their respective private charitable
foundation. Mr. Cumming and Mr. Steinberg have an oral agreement pursuant to
which they will consult with each other as to the election of a mutually
acceptable Board of Directors of Leucadia.
The following information with respect to each executive officer and
director of the Beneficial Owners is set forth in Schedule A hereto: (i) name,
(ii) business address, (iii) citizenship, (iv) present principal occupation or
employment and
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(v) name of any corporation or other organization in which such employment is
conducted.
(d)-(f) During the last five years, none of the Beneficial Owners
and, to their knowledge, none of the other persons identified pursuant to
Paragraphs (a) through (c) of this Item 2, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or was a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a judgment,
decree or final order 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. To the knowledge of the Beneficial Owners,
each of the individuals identified pursuant to Paragraphs (a) through (c) of
this Item 2 is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to the Second Amended and Restated Joint Plan of
Reorganization of Williams Communications Group, Inc. ("WCG") and CG Austria
Inc., dated August 12, 2002 (as amended and supplemented, the "Plan") filed by
WCG with the U.S. Bankruptcy Court for the Southern District of New York (the
"Court"), on October 15, 2002, which was the effective date of the Plan (the
"Effective Date"), an aggregate of 22,000,000 shares of WilTel Common Stock (the
"Shares") were issued to the Beneficial Owners (as more fully described below).
Pursuant to a Purchase and Sale Agreement, dated as of July 26, 2002
between Leucadia and The Williams Companies, Inc. ("TWC") (as amended on October
15, 2002, the "Purchase Agreement"), the Beneficial Owners acquired certain
claims against WCG (the "TWC Assigned Claims") for a purchase price of
$180,000,000 by delivering into escrow pursuant to the Escrow Agreement, dated
as of October 15, 2002, among WilTel, Leucadia, TWC and the Bank of New York, as
Escrow Agent (the "Escrow Agreement"), a letter of credit issued by Fleet Bank
(the "TWC Letter of Credit"). A total of 11,775,000 Shares were received by LUK
I in satisfaction of the TWC Assigned Claims in accordance with the Plan.
Pursuant to an Investment Agreement, dated as of July 26, 2002 by
and among Leucadia, WCG and Williams Communications, LLC (as amended on
September 16, 2002 and October 15, 2002, the "Investment Agreement"), the
Beneficial Owners purchased 10,225,000 Shares for a purchase price of
approximately $150,000,000 by paying WilTel $1,000 and delivering into escrow
pursuant to the Escrow Agreement, a letter of credit issued by JPMorgan Chase
Bank (the "WilTel Letter of Credit"). A total of 10,225,000 Shares were received
by LUK II in accordance with the Plan.
Leucadia used its working capital to fund LUK I and LUK II, which in
turn used the capital contributed by Leucadia to collateralize their respective
reimbursement obligations with respect to the TWC Letter of Credit and the
WilTel Letter of Credit. In connection with the issuance of the TWC Letter of
Credit, LUK I entered into a pledge agreement with Fleet Bank pursuant to which
LUK I granted a
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security interest in, and pledged certain assets to, Fleet Bank. In connection
with the issuance of the WilTel Letter of Credit, LUK II entered into a
collateral agreement with JPMorgan Chase Bank pursuant to which LUK II granted
JPMorgan Chase Bank a security interest in a custody account maintained at
JPMorgan Chase Bank in the name of LUK II.
The Plan, Purchase Agreement, Investment Agreement and Escrow
Agreement, which are filed as Exhibits to this Schedule 13D, are incorporated
herein by reference.
The information contained in Item 6 of this Schedule 13D is
incorporated herein by reference.
Item 4. Purpose of the Transaction.
Leucadia's purpose in entering into these transactions was to obtain
the opportunity to profit from investing in WilTel and to have significant
influence on the direction of WilTel's business and affairs. The following
description of certain portions of the Plan and the documents implementing the
Plan is qualified in its entirety by reference to (i) the Plan, (ii) the
Investment Agreement, (iii) the Purchase Agreement and (iv) the Escrow
Agreement, each of which is incorporated herein by reference.
Pursuant to the Plan, on October 15, 2002, Leucadia consummated the
transactions contemplated by the Investment Agreement and the Purchase Agreement
and WilTel issued the Shares.
Pursuant to the Plan and a Stockholders Agreement dated October 15,
2002 between Leucadia and WilTel (the "Stockholders Agreement"), which is filed
as Exhibit 9 hereto and incorporated herein by reference, Leucadia designated
four (4) members of WilTel's nine (9) member Board of Directors and four (4)
members of the initial reorganized Board of Directors of WilTel were designated
by the Official Committee of Unsecured Creditors of WCG. As a result of the
resignation of the former chief executive officer of WCG, the ninth seat on the
Board of Directors is vacant. The vacancy on the Board of Directors will be
filled in accordance with the Articles of Incorporation of WilTel. The
Stockholders Agreement provides, among other things, that Leucadia is obligated
until the second anniversary of the Effective Date, to vote, and to cause its
subsidiaries to vote, their securities for Committee Independent Directors (as
defined in the Stockholders Agreement) in accordance with the terms of the
Stockholders Agreement. In addition, the Stockholders Agreement provides that
until the fifth anniversary of the Effective Date, Leucadia cannot acquire in
excess of 49% of the issued and outstanding securities of WilTel without the
prior approval of (i) a majority of the Independent Directors (as defined in the
Stockholders Agreement) of WilTel or (ii) the holders of a majority of WilTel's
voting securities that are not owned by Leucadia and its affiliates. The
Stockholders Agreement also gives Leucadia the right to designate (i) four (4)
members of the Board of Directors for as long as Leucadia owns at least twenty
percent (20%) of the WilTel Common Stock and (ii) at least one (1) member of the
Board of Directors for as long as Leucadia owns at least ten percent (10%) of
the WilTel
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Common Stock. The Stockholders Agreement restricts Leucadia and its affiliates
from (i) commencing any tender or exchange offer for WilTel's voting securities,
(ii) directly or indirectly causing a merger with WilTel following a Permitted
Investor Tender Offer (as defined in the Stockholders Agreement) or (iii)
entering into any transaction between WilTel or its subsidiaries, on the one
hand, and Leucadia or its affiliates, on the other hand. The Stockholders
Agreement is filed as Exhibit 9 hereto, and is incorporated herein by reference.
As contemplated by the Plan, on the Effective Date, WilTel issued
the Shares to the Beneficial Owners, representing 44% of the equity of WilTel
outstanding as of the Effective Date after giving effect to the WilTel Common
Stock issued pursuant to the Plan, resulting in a total of 50,000,000 shares of
WilTel Common Stock being issued and outstanding as of the Effective Date.
Pursuant to the Plan, 1,000,000 shares of WilTel Common Stock were
issued on the Effective Date to a securities holder channeling fund pursuant to
a channeling injunction (the "Channeling Injunction") issued by the Court. The
Channeling Injunction enjoins holders of unsecured claims against WCG from
asserting any claims against TWC and their affiliates and against certain
affiliates of WCG for actions taken with respect to WCG on or prior to the
Effective Date. To the extent that the 1,000,000 shares of WilTel Common Stock
are not issued to satisfy such claims, one-half of such unused shares will be
distributed to Leucadia and the other one-half will be distributed to the
holders of unsecured claims against WCG.
Pursuant to the Plan, the Articles of Incorporation of WilTel
prohibit WilTel from issuing non-voting equity securities. In addition, the
Articles of Incorporation impose certain restrictions on the transfer of
WilTel's equity securities without the prior written approval of WilTel's Board
of Directors. These restrictions are applicable to persons who are or become
(under applicable tax rules) five-percent shareholders of WilTel, without the
prior written approval of WilTel's Board of Directors. However, the Articles of
Incorporation permit Leucadia to acquire up to 49% of the issued and outstanding
shares of WilTel Common Stock without obtaining prior approval from the Board of
Directors. The Articles of Incorporation of WilTel are filed as Exhibit 12
hereto, and are incorporated herein by reference.
Additional information is included in the responses to Items 3 and 6
of this Schedule 13D, which Items are incorporated herein by reference.
Subject to and depending upon availability at prices deemed
favorable by Leucadia, Leucadia, directly or through its subsidiaries, may
purchase additional shares of WilTel Common Stock from time to time in the open
market, in privately negotiated transactions with third parties or otherwise,
subject to compliance with the terms of the Stockholders Agreement and the
transfer restrictions contained in WilTel's Articles of Incorporation described
above.
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Except as set forth above, the Beneficial Owners have no present
plans or intentions which would result in or relate to any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of October 15, 2002, the Beneficial Owners beneficially owned
the following shares of WilTel Common Stock:
(i) LUK I is the direct owner of 11,775,000 Shares
representing approximately 23.55% of the 50,000,000 shares of WilTel Common
Stock outstanding after giving effect to issuances of WilTel Common Stock
pursuant to the Plan (the "Outstanding Shares").
(ii) LUK II is the direct owner of 10,225,000 Shares
representing approximately 20.45% of the Outstanding Shares.
(iii) By virtue of its ownership of all of the outstanding
membership interests of LUK I and LUK II, for purposes of this Schedule 13D,
Leucadia may be deemed to share voting and dispositive power with respect to the
Shares owned of record by LUK I and LUK II, and therefore may be deemed to be a
beneficial owner of all of the Shares beneficially owned by LUK I and LUK II.
(vii) By virtue of their ownership of Leucadia common shares
and their positions with Leucadia, for purposes of this Schedule 13D, Mr.
Cumming and Mr. Steinberg may be deemed to share voting and disposition powers
with respect to the Shares beneficially owned by Leucadia and therefore may be
deemed to be beneficial owners of all of the Shares beneficially owned by
Leucadia.
(viii) Except as set forth in Paragraph (i) through (vii) of
this Item 5(a), to the best knowledge of the Beneficial Owners, none of the
other persons identified pursuant to Item 2 above beneficially owns any shares
of WilTel Common Stock.
(b) Item 5(a) is incorporated herein by reference.
(c) Except as otherwise described herein, none of the persons
identified pursuant to Item 2 above has effected any transactions in WilTel
Common Stock during the past sixty days.
(d) Not applicable.
(e) Not applicable.
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Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Leucadia has entered into a Registration Rights Agreement with
WilTel by which WilTel has granted Leucadia certain rights to obligate WilTel to
register for sale under the Securities Act of 1933, as amended, the shares of
WilTel Common Stock owned by Leucadia or its affiliates, including the Shares
issued in connection with the Plan. The Registration Rights Agreement is filed
as Exhibit 10 hereto, and is incorporated herein by reference.
Leucadia and WilTel have entered into a Stockholders Agreement. The
information set forth in Item 4 and the Stockholders Agreement, which is filed
as Exhibit 9 hereto, are incorporated herein by reference.
Leucadia and WilTel have entered into a Stockholder Rights and
Co-Sale Agreement (the "Co-Sale Agreement") by which, among other things,
certain persons are eligible to participate in proposed issuances or actual
issuances of Rights Securities (as defined in the Co-Sale Agreement) to Leucadia
until the fifth anniversary of the Effective Date. In addition, certain persons
would be eligible to participate in any transfer (other than Exempt Transactions
(as defined in the Co-Sale Agreement) and transfers to affiliates of Leucadia)
by Leucadia of 33% or more of the shares of WilTel Common Stock outstanding
until the fifth anniversary of the Effective Date. The Co-Sale Agreement is
filed as Exhibit 11 hereto, and is incorporated herein by reference.
Leucadia, TWC, WilTel and The Bank of New York, as Escrow Agent,
entered into the Escrow Agreement. If WilTel receives FCC Approval (as defined
in the Escrow Agreement) for the transfer of control of the licenses issued to
WilTel's subsidiary, Williams Communications LLC prior to February 28, 2003, the
proceeds of the WilTel Letter of Credit will be paid to the Escrow Agent for
disbursement to WilTel in accordance with the terms of the Escrow Agreement and
the proceeds of the TWC Letter of Credit will be paid to the Escrow Agent for
disbursement to TWC in accordance with the terms of the Escrow Agreement. If
WilTel does not deliver notice of FCC Approval on or before February 28, 2003 in
accordance with the terms of the Escrow Agreement, the WilTel Letter of Credit
and the TWC Letter of Credit will either expire by its terms on March 14, 2003
or will be returned to Leucadia and the purchase of the (i) 10,225,000 Shares
from WilTel for approximately $150,000,000 and (ii) TWC Assigned Claims from TWC
for $180,000,000 by Leucadia will be unwound. As a result of the unwind, the
10,225,000 Shares will be returned to WilTel and the 11,775,000 Shares will be
returned to the Escrow Agent for distribution to TWC in accordance with the
terms of the Escrow Agreement. The Escrow Agreement is filed as Exhibit 8
hereto, and is incorporated herein by reference.
Other than as set forth above or otherwise described in this
Schedule 13D, there are no contracts, arrangements, understandings or
relationships with respect to any securities of WilTel (i) among the Beneficial
Owners and, to the best of their knowledge, any of the other persons identified
pursuant to Item 2 above and (ii) between (a) the Beneficial Owners and, to the
best of their knowledge, any of the other persons identified
10
pursuant to Item 2 above and (b) any other person, other than the agreements
filed herewith as Exhibits 1-12.
Item 7. Material to be Filed as Exhibits.
1. Agreement among the Beneficial Owners with respect to the filing
of this Schedule 13D.
2. Second Amended and Restated Joint Plan of Reorganization of
Williams Communications Group, Inc. and CG Austria Inc., dated August 12, 2002,
incorporated herein by reference to Exhibit A to Exhibit 99.2 to WCG's Current
Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC")
on August 23, 2002.
3. Investment Agreement, dated as of July 26, 2002 by and among
Leucadia, WCG and Williams Communications, LLC, incorporated herein by reference
to Exhibit 99.4 to WCG's Current Report on Form 8-K filed with the SEC on July
31, 2002.
4. Amendment Number 1, dated September 30, 2002, to the Investment
Agreement, dated as of July 26, 2002 by and among Leucadia, WCG and Williams
Communications, LLC, incorporated herein by reference to Exhibit 99.4 to
WilTel's Current Report on Form 8-K filed with the SEC on October 24, 2002.
5. Amendment Number 2, dated October 15, 2002, to the Investment
Agreement, dated as of July 26, 2002, as amended on September 30, 2002, by and
among Leucadia, WCG and Williams Communications, LLC, incorporated herein by
reference to Exhibit 99.5 to WilTel's Current Report on Form 8-K filed with the
SEC on October 24, 2002.
6. Purchase and Sale Agreement, dated as of July 26, 2002 between
Leucadia and TWC, incorporated herein by reference to Exhibit 99.5 to WCG's
Current Report on Form 8-K filed with the SEC on July 31, 2002.
7. Amendment Number 1, dated October 15, 2002, to the Purchase and
Sale Agreement, dated as of July 26, 2002 by and among Leucadia and TWC,
incorporated herein by reference to Exhibit 99.2 to WilTel's Current Report on
Form 8-K filed with the SEC on October 24, 2002.
8. Escrow Agreement, dated as of October 15, 2002, by and among
Leucadia, TWC, WilTel and The Bank of New York, as Escrow Agent, incorporated
herein by reference to Exhibit 99.3 to WilTel's Current Report on Form 8-K filed
with the SEC on October 24, 2002.
9. Stockholders Agreement, dated as of October 15, 2002, by and
between Leucadia and WilTel, incorporated herein by reference to Exhibit 99.6 to
WilTel's Current Report on Form 8-K filed with the SEC on October 24, 2002.
11
10. Registration Rights Agreement, dated October 15, 2002, by and
between Leucadia and WilTel, incorporated herein by reference to Exhibit 99.10
to WilTel's Current Report on Form 8-K filed with the SEC on October 24, 2002.
11. Stockholder Rights and Co-Sale Agreement, dated October 15,
2002, by and among Leucadia and WilTel, incorporated herein by reference to
Exhibit 99.11 to WilTel's Current Report on Form 8-K filed with the SEC on
October 24, 2002.
12. Articles of Incorporation of WilTel, incorporated herein by
reference to Exhibit 99.7 to WilTel's Current Report on Form 8-K filed with the
SEC on October 24, 2002.
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SIGNATURE
After reasonable 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: October 24, 2002
LUK ACQUISITION I, LLC
BY: /s/ Joseph A. Orlando
-----------------------
Name: Joseph A. Orlando
Title: President
LUK ACQUISITION II, LLC
BY: /s/ Joseph A. Orlando
-----------------------
Name: Joseph A. Orlando
Title: President
LEUCADIA NATIONAL CORPORATION
BY: /s/ Joseph A. Orlando
----------------------
Name: Joseph A. Orlando
Title: Vice President and Chief
Financial Officer
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SCHEDULE A
Directors and Executive Officers of LUK I, LUK II and Leucadia
Set forth below are the name, business address, present principal occupation or
employment of each director and executive officer of LUK I, LUK II, and
Leucadia. To the knowledge of the Beneficial Owner, each person listed below is
a United States citizen.
For purposes of this Schedule A, LUK I is "(a)", LUK II is "(b)",
and Leucadia is "(c)".
Director- Principal Occupation
Name and Business Address ships Offices or Employment
------------------------- ----- ------- -------------
Ian M. Cumming (c) Chairman of the Chairman of the
c/o Leucadia National Board of (c) Board of (c)
Corporation
529 E. South Temple
Salt Lake City, Utah 84102
Joseph S. Steinberg (c) President of (c) President of (c)
c/o Leucadia National
Corporation
315 Park Avenue South
New York, NY 10010
Paul M. Dougan (c) -- President and Chief
c/o Equity Oil Company Executive Officer
10 West 300 South of Equity Oil
Salt Lake City, Utah 84102 Company (a company
engaged in oil and
gas exploration and
production having
an office in Salt
Lake City, Utah)
Lawrence D. Glaubinger (c) -- Private Investor;
c/o Lawrence Economic President of
Consulting, Inc. Lawrence Economic
P.O. Box 3567 Consulting Inc., (a
Hallandale Beach, FL management
33008 consulting firm)
James E. Jordan (c) -- Managing Director
c/o Arnhold and S. of Arnhold and S.
Bleichroeder Advisors, Inc. Bleichroeder
1345 Avenue of the Americas Advisors, Inc. (a
New York, N.Y. 10105 company engaged in
asset management
services)
14
Director- Principal Occupation
Name and Business Address ships Offices or Employment
------------------------- ----- ------- -------------
Jesse Clyde Nichols, III (c) -- Retired Investor
4945 Glendale Road
Westwood Hills, KS 66205
Thomas E. Mara -- Executive Vice Executive Vice
c/o Leucadia National President of (a) President and
Corporation and (b) and Treasurer of (c)
315 Park Avenue South Executive Vice
New York, NY 10010 President and
Treasurer of (c)
Joseph A. Orlando -- President of (a) Vice President and
c/o Leucadia National and (b) and Vice Chief Financial
Corporation President and Officer of (c)
315 Park Avenue South Chief Financial
New York, NY 10010 Officer of (c)
Mark Hornstein -- Vice President of Vice President and
c/o Leucadia National (a), (b) and (c) Asst. Secretary of
Corporation and Asst. (c)
315 Park Avenue South Secretary of (c)
New York, NY 10010
Philip M. Cannella -- Vice President of Asst. Vice
c/o Leucadia National (a) and (b) and President of (c)
Corporation Asst. Vice
315 Park Avenue South President of (c)
New York, NY 10010
Barbara L. Lowenthal -- Treasurer of (a) Vice President and
c/o Leucadia National and (b) and Vice Comptroller of (c)
Corporation President and
315 Park Avenue South Comptroller of (c)
New York, NY 10010
H. E. Scruggs -- Vice President of Vice President of
c/o Leucadia National (c) (c)
Corporation
315 Park Avenue South
New York, NY 10010
Laura E. Ulbrandt -- Secretary of (a), Secretary of (c)
c/o Leucadia National (b) and (c)
Corporation
315 Park Avenue South
New York, NY 10010
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