<PAGE> 1
Filed Pursuant to Rule 424b(3)
Registration No. 333-51472
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JANUARY 9, 2001)
WILLIAMS COMMUNICATIONS GROUP, INC.
5,000,000 SHARES OF 6.75%
REDEEMABLE CUMULATIVE CONVERTIBLE PREFERRED STOCK
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This prospectus supplement relates to the resale by the holders of our
6.75% Redeemable Cumulative Convertible Preferred Stock and our Class A common
stock issued upon conversion of the preferred stock. This prospectus supplement
should be read in conjunction with the prospectus dated January 9, 2001, which
is to be delivered with this prospectus supplement.
The information in the table appearing under the heading "Selling
Stockholders" in the prospectus is hereby amended by the addition or
substitution, as applicable, of the following:
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF SHARES
SHARES OF OF CLASS A
SELLING STOCKHOLDER PREFERRED STOCK COMMON STOCK(1)
------------------- --------------- ----------------
<S> <C> <C>
Wilmington Trust Co. as Owner Trustee for
the Forrestal Funding Master Trust........ 65,000 114,465
Argent Classic Convertible Arbitrage Fund
(Bermuda) L.P. ........................... 120,000 211,320
Bank Austria Cayman Islands, Ltd. .......... 12,000 21,132
Ramius Capital Group Holdings, Ltd.......... 4,000 7,044
RCG Latitude Master Fund, Ltd. ............. 4,000 7,044
CFFX, LLC................................... 10,000 17,610
Any other holder of shares of preferred
stock or shares of Class A common stock
received upon conversion of shares of
preferred stock, or future transferee,
pledgee, donee or other successor of
such holder(2)............................ 2,506,392 4,413,748
</TABLE>
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(1) Assumes a conversion price of $28.39 per share and that, upon conversion, we
will round the applicable number of shares up or down to the nearest whole
number of shares in lieu of issuing fractional shares.
(2) Assumes that any other holder of shares of preferred stock or Class A common
stock or any future transferee from any such holder does not beneficially
own any Class A common stock other than Class A common stock into which the
preferred stock is convertible at the conversion price of $28.39 per share.
AN INVESTMENT IN OUR PREFERRED STOCK AND OUR CLASS A COMMON STOCK
INVOLVES RISKS. PLEASE REFER TO THE SECTION "RISK FACTORS" ON PAGE 7 OF THE
ACCOMPANYING PROSPECTUS FOR A DISCUSSION OF THESE RISKS.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS WHICH
ACCOMPANIES THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this prospectus supplement is January 18, 2001.
