WORLDPAGES COM INC
424B3, 2000-08-04
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>

                                              Filed Pursuant to Rule 424(b)(3)
                                              Registration No. 333-42124


                                   PROSPECTUS

                              WORLDPAGES.COM, INC.

                        2,083,311 SHARES OF COMMON STOCK

                               ($.0001 PAR VALUE)

                                   ----------

     These shares of our common stock are being offered by the selling
stockholders identified in this prospectus. The selling stockholders may sell
these shares from time to time in brokers' transactions, negotiated
transactions, or otherwise at prices current at the time of sale. We will not
receive any proceeds from these sales.

     All expenses of the registration of these shares (other than brokerage
commissions and transfer taxes, which will be paid by the selling stockholders)
will be paid by us. We estimate that the expenses will be $26,000.

     Our stock is traded on the New York Stock Exchange under the symbol "WPZ."
On July 31, 2000, the closing sale price of our common stock as reported
by the New York Stock Exchange was $5-1/2 per share.

     YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE 3 OF THIS
PROSPECTUS BEFORE PURCHASING ANY OF THE SECURITIES OFFERED BY THIS PROSPECTUS.

                                   ----------

     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. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                  The date of this prospectus is August 1, 2000

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                              <C>
WHERE YOU CAN FIND MORE INFORMATION.............................  1

PROSPECTUS SUMMARY..............................................  2

RISK FACTORS....................................................  3

USE OF PROCEEDS................................................. 13

SELLING STOCKHOLDERS............................................ 13

PLAN OF DISTRIBUTION............................................ 15

LEGAL MATTERS................................................... 16

EXPERTS......................................................... 16
</TABLE>


<PAGE>

                              ABOUT THIS PROSPECTUS

     WorldPages was formerly incorporated under the name Advanced Communications
Group, Inc. and its stock was traded on the New York Stock Exchange under the
symbol "ADG." Shortly after Advanced acquired YPtel Corporation, Web YP, Inc.
and Big Stuff, Inc., in February 2000 it changed the name under the which it was
incorporated to WorldPages.com, Inc. On the date hereof, the symbol under which
its common stock is traded on the New York Stock Exchange is "WPZ."

                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any reports, statements and
other information we file at the SEC's public reference room at 450 Fifth
Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference room. Our SEC filings are also
available to the public from commercial document retrieval services and over the
Internet at the SEC's website at HTTP://WWW.SEC.GOV.

     The SEC allows us to incorporate by reference the information we file with
it, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is any
important part of this prospectus, and information that we file later with the
SEC will automatically update and supercede this information. We incorporate by
reference the documents listed below and any future filings we make with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, until the selling stockholders have sold all the shares:

(1)  WorldPages' Annual Report on Form 10-K for the year ended December 31, 1999

(2)  (a)  WorldPages' Quarterly Report on Form 10-Q for the quarter ended March
     31, 2000

     (b)  WorldPages' Current Report on Form 8-K/A filed January 6, 2000,
     amending WorldPages' Current Report on Form 8-K filed December 6, 1999

     (c)  WorldPages' Current Report on Form 8-K filed March 9, 2000, as amended
     by WorldPages' Current Report on Form 8-K/A filed April 21, 2000

     (d)  WorldPages' Current Report on Form 8-K filed May 18, 2000

(3)  The description of WorldPages' common stock, $.0001 par value per share, as
contained in WorldPages' registration statement on Form 8-A dated February 11,
1998 and filed with the SEC on that date pursuant to Section 12 of the Exchange
Act, including any amendment to the report filed for the purpose of updating
such description.

<PAGE>

     If you are a stockholder, we may have sent you some of the documents
incorporated by reference, but you can obtain any of them through us or the SEC.
Documents incorporated by reference are available from WorldPages without
charge, excluding all exhibits unless we have specifically incorporated an
exhibit by reference. Stockholders may obtain documents incorporated by
reference in this prospectus by requesting them in writing or by telephone from
WorldPages at the following address or telephone number:

                    WorldPages.com, Inc.--Investor Relations
                      390 South Woods Mill Road, Suite 260
                            St. Louis, Missouri 63017
                                 (314) 205-8668

                               PROSPECTUS SUMMARY

     This summary highlights information contained elsewhere in this prospectus.
This summary is not complete and does not contain all of the information you
should consider before investing in WorldPages. You should read this entire
prospectus carefully.

WORLDPAGES

     Beginning with its initial public offering in February 1998, WorldPages was
a yellow pages publisher and a telecommunications service provider operating a
local exchange carrier providing integrated telecommunications services. In
April 1999, as a result of its inability to adequately fund its
telecommunications operations, WorldPages determined to change its business
strategy to focus on its profitable yellow pages advertising segment and to
expand into internet directory services. WorldPages pursued this new strategy by
selling its telecommunications operations in November 1999 and acquiring YPtel
Corporation, Web YP, Inc. and Big Stuff, Inc. in February 2000. This February
acquisition increased WorldPages' yellow pages publishing business as well as
expanded its operations to include providing Internet directory services. In
April 2000, WorldPages acquired all of the outstanding common stock of
Interactive Media Services, Inc., including its operating subsidiary
Choicecontent.com. Interactive Media is a multimedia content provider located in
Wichita, Kansas.

     WorldPages is one of the largest independent yellow pages publishers in the
United States. It publishes and distributes approximately 6.6 million yellow
pages directories annually in 42 markets in Texas, Oklahoma, California,
Washington, Oregon, Utah and Arizona. WorldPages also designs and produces
websites for businesses and operates a website designed to bring buyers and
sellers together.

     WorldPages' headquarters are located at 390 South Woods Mill Road, Suite
260, St. Louis, Missouri. Its telephone number is (314) 205-8668.


                                       2
<PAGE>

SHARES OF WORLDPAGES COMMON STOCK TO BE SOLD BY SELLING STOCKHOLDERS

     The selling stockholders individually identified under the caption "Selling
Stockholders" offer for sale 2,083,311 shares of common stock of WorldPages. The
selling stockholders obtained the shares they are selling pursuant to the
Agreement and Plan of Merger by and among WorldPages, WorldPages.com Acquisition
Corporation, a Delaware corporation and wholly-owned subsidiary of WorldPages,
Interactive Media Services, Inc., a Kansas corporation, Michael D. Shell, Thomas
F. Patten and David V. Martin.

THE OFFERING

<TABLE>
<S>                                                               <C>
Shares Offered by Selling Stockholders:......................     2,083,311
Total Shares Outstanding after the Offering:.................     48,403,432(1)
Use of Proceeds:.............................................     WorldPages will not receive any of the proceeds
                                                                  from the sale of shares of WorldPages common
                                                                  stock by the selling stockholders.
</TABLE>

(1)  Included in these shares are the 2,083,311 shares to be sold by the selling
     stockholders, and 3,819,296 shares to be issued upon conversion of
     convertible securities, options and warrants issued in connection with
     WorldPages' acquisition of YPtel, Web YP and Big Stuff in February 2000.
     These securities must be converted into WorldPages common stock before the
     stock may be sold.

                                  RISK FACTORS

     You should carefully consider the risks and uncertainties described below
in conjunction with the other information contained in this prospectus before
purchasing shares of our common stock.

IF WORLDPAGES IS UNABLE TO FIND ADDITIONAL SOURCES OF FINANCING, IT MAY BE
UNABLE TO IMPLEMENT ITS STRATEGIC PLAN.

     WorldPages' management believes that its cash flows from its print yellow
page operations and the remaining cash available under its revolving line of
credit, as amended, will be sufficient to fund its current operations.
WorldPages may need additional capital to implement both its plans to acquire
other yellow pages publishers and to implement its Internet directory strategy.
The inability to obtain such capital, if needed, would adversely affect
WorldPages' ability to implement its plans.

WORLDPAGES MAY NOT BE ABLE TO ACHIEVE OR SUSTAIN PROFITABILITY.

     Although WorldPages' print yellow pages businesses are profitable,
WorldPages expects to generate losses in its Internet operations while it
further develops that business. There can be no assurance that WorldPages will
be able to sufficiently increase its revenue base or achieve and sustain
profitability and generate sufficient cash flow to meet its working capital,
capital expenditure


                                       3
<PAGE>

and debt service requirements. The inability to increase revenue and generate
sufficient cash flow may have a material adverse effect on WorldPages.

WORLDPAGES' LARGE DEBT BALANCE COULD SIGNIFICANTLY AND MATERIALLY AFFECT
WORLDPAGES' PLANS TO IMPLEMENT ITS NEW BUSINESS FOCUS, STRATEGY AND DIRECTIONS.

This large debt balance could:

-    limit the ability of WorldPages to obtain additional financing for its
     working capital, capital expenditure and debt service requirements or other
     purposes;

-    require that a substantial portion of WorldPages' cash flow from
     operations, if any, be dedicated to the payment of principal and interest
     on its indebtedness;

-    limit its flexibility in planning, or reacting to, changes in its business;

-    make WorldPages' debt load higher than some of its competitors, which may
     place it at a competitive disadvantage;

-    make it more difficult for WorldPages to meet its obligations; and

-    make WorldPages more vulnerable to a downturn in its business or in the
     markets in which it operates.

WORLDPAGES' STOCK PRICE HAS BEEN AND MAY CONTINUE TO BE VOLATILE AND INVESTORS
MAY LOSE A SIGNIFICANT PORTION OF THEIR VALUE IN THEIR INVESTMENT IN WORLDPAGES'
COMMON STOCK.

     WorldPages' stock price could be subject to wide fluctuations in response
to factors such as the following:

-    the impact on the marketplace of an aggregate of more than 25,000,000
     shares of our common stock offered for resale by the selling stockholders
     under this Prospectus and the Prospectus filed earlier this year for the
     benefit of stockholders who received shares of WorldPages' common stock in
     connection with the acquisition of YPtel, Web YP, Big Stuff and Interactive
     Media;

-    the addition or loss of affiliates or content providers;

-    conditions or trends in the Internet and e-commerce industries; and

-    changes in the market valuations of other Internet, online service or
     software companies.


                                       4
<PAGE>

     In addition, the market for Internet and technology company stocks has
experienced extreme price and volume fluctuations that have often been unrelated
or disproportionate to the operating performance of these companies. These broad
market and industry factors may materially and adversely affect WorldPages'
stock price, regardless of its operating performance. The trading prices of the
stocks of many technology companies are at or near historical highs and reflect
price-earnings ratios substantially above historical levels. These trading
prices and price-earnings ratios may not be sustained.

EXPECTED BENEFITS OF THE ACQUISITIONS MAY NOT BE REALIZED WHICH MAY ADVERSELY
AFFECT EXPECTED EARNINGS AND THE MARKET PRICE OF WORLDPAGES' COMMON STOCK.

     If WorldPages is not able to effectively integrate its technology,
operations and personnel in a timely and efficient manner, then the benefits of
acquiring YPtel, Web YP, Big Stuff and Interactive Media will not be realized.
In particular, if the integration is not successful:

-    WorldPages may not achieve the expected results from the acquisition of
     YPtel, Web YP, Big Stuff and Interactive Media;

-    WorldPages may lose key personnel; and

-    WorldPages may not be able to retain key business relationships.

     The expected benefits of the February 2000 acquisitions may not be realized
to the extent and within the time frame expected by investors or financial
analysts and thus may adversely affect expected earnings and the market price of
WorldPages' common stock.

THE EXCHANGEABLE SHARE STRUCTURE REPRESENTS A SIGNIFICANT RESTRICTION ON
WORLDPAGES' FUTURE ABILITY TO PAY CASH OR STOCK DIVIDENDS ON WORLDPAGES COMMON
STOCK.

     Shareholders of YPtel were issued Class A special shares by ACG Exchange
Company, a wholly-owned Nova Scotia subsidiary of WorldPages, which are
exchangeable on a one-for-one basis for WorldPages' common stock. Under the
acquisition terms and the share provisions by which the Class A Special Shares
were created, if WorldPages wishes to issue either a cash dividend or a stock
dividend on shares of WorldPages common stock, it is required to cause ACG
Exchange Company to issue an economically equivalent dividend to the holders of
the Class A Special Shares. The negative Canadian tax consequences of that
dividend could have the effect of making the whole dividend transaction cost
prohibitive to WorldPages.


                                       5
<PAGE>

THE EXCHANGEABLE SHARE STRUCTURE REPRESENTS A SIGNIFICANT RESTRICTION ON
WORLDPAGES' FUTURE ABILITY TO ENGAGE IN A TRANSACTION INVOLVING THE SALE OF ITS
SHARES AND ASSETS. EVEN IF WORLDPAGES IS ABLE TO ENGAGE IN THE TRANSACTIONS, THE
COMPLICATED STRUCTURE OF THE CLASS A SPECIAL SHARES COULD RESULT IN A POTENTIAL
PURCHASER DECREASING THE AMOUNT PER WORLDPAGES SHARE IT WOULD BE WILLING TO PAY
FOR WORLDPAGES.

     MERGERS. The terms of the acquisition of YPtel also restrict the ability of
WorldPages to engage in merger transactions with other companies unless the
WorldPages board of directors has used its best efforts to provide comparable
treatment between the holders of WorldPages common stock and the holders of
Class A Special Shares, taking into account the general tax effect of such
merger upon such holders, respectively, and economic equivalency.

     A merger partner or acquirer willing to agree to continue the tax deferral
arrangement of the Class A Special Shares for the balance of the 5-year period
may offer a lower price or value for that reason. WorldPages believes that
potential acquirors or merger partners will be reluctant to agree to the
restrictions referenced above and the other restrictions contained in the
Exchange and Voting Trust Agreement, the Support Agreement and the Class A
Special Shares provisions.

-    In a merger involving the exchange of other stock for WorldPages common
     stock, if the merger partner or acquirer is unwilling to continue the tax
     deferral arrangement provided by the ACG Exchange Company/Class A Special
     Share structure, this could result in holders of Class A Special Shares
     being allocated a higher per share consideration than holders of WorldPages
     common stock in the merger.

-    If the merger consideration is all cash to both holders of WorldPages
     common stock and holders of Class A Special Shares, however, the same per
     share cash consideration will be applicable to both groups.

     SPINOFFS. It may be impossible to structure a stock spin-off to
stockholders of WorldPages during the time the Class A Special Shares are
outstanding.

THE EXCHANGEABLE SHARE STRUCTURE COULD RESULT IN A SIGNIFICANT COST IN OBTAINING
CONSENTS FROM THE HOLDERS OF CLASS A SPECIAL SHARES.

     Most of the restrictions noted above are not applicable if WorldPages is
able to obtain the consent of the requisite majority of holders of the Class A
Special Shares to the actions WorldPages desires to take, but in many cases
obtaining such consent may not be easy or itself may require costly payments and
the need for significant tax and legal advice to determine how or if the
transaction can be structured and the applicable tax consequences to the various
parties.



                                       6
<PAGE>

WEB YP HAS A LIMITED OPERATING HISTORY.

     Web YP, WorldPages' Internet services subsidiary, has had a very limited
operating history, and has incurred net losses since inception of operations in
January 1998. At December 31, 1999, Web YP had an accumulated deficit of
approximately $6.2 million. WorldPages expects Web YP to incur significant
operating losses on a quarterly basis in the future. Therefore, WorldPages'
Internet services business may never be profitable. WorldPages' prospects must
be considered in light of the risks, expenses and difficulties frequently
encountered by companies in their early stage of development, particularly
companies in new and rapidly evolving markets such as Internet services.

INTERACTIVE MEDIA HAS A LIMITED OPERATING HISTORY.

     Interactive Media, WorldPages' Internet services subsidiary, has had a very
limited operating history. Its prospects must be considered in light of the
risks, expenses and difficulties frequently encountered by companies in their
early stage of development, particularly companies in new and rapidly evolving
markets such as Internet services.

THE INTERNET BUSINESS MODEL IS EVOLVING AND UNPROVEN AND MAY NOT BE SUCCESSFUL,
IN WHICH CASE WORLDPAGES' STOCK PRICE MAY BECOME DEPRESSED.

     WorldPages' Internet business strategy is to facilitate transactions
through advertising, website production and design, and e-commerce between
buyers and sellers worldwide by establishing a premier Internet yellow pages
network that is integrated with local print yellow pages directories.
WorldPages' business model is relatively new to the Internet, is unproven and is
likely to continue to evolve. Accordingly, WorldPages' business model may not be
successful and WorldPages may need to change it. WorldPages' ability to generate
significant advertising and e-commerce revenues by promoting its advertisers'
business through its yellow pages website will depend, in part, on its ability
to attract site traffic and provide its advertisers with the necessary tools to
transact commerce on the Internet. WorldPages intends to continue to develop its
business model as it explores opportunities internationally and in new and
unproven areas such as e-commerce and to provide content and e-commerce
solutions for emerging Internet applications. If WorldPages does not effectively
execute its strategy, WorldPages' business will suffer and may never achieve or
sustain profitability.

IF THE COMMERCIAL USE OF THE INTERNET DOES NOT DEVELOP, OR IF THE INTERNET DOES
NOT DEVELOP AS AN EFFECTIVE AND MEASURABLE MEDIUM FOR ADVERTISING, WORLDPAGES'
BUSINESS WILL SUFFER.

     Most advertising agencies and potential advertisers, particularly local
advertisers, have only limited experience advertising on the Internet and have
not devoted a significant portion of their advertising expenditures to Internet
advertising. As the Internet evolves, advertisers may find Internet advertising
to be a less effective means of promoting their products and services relative
to traditional methods of advertising and may not continue to allocate funds for
Internet advertising. Fluid and intense competition in the sale of advertising
on the Internet has led different vendors to quote a wide range of rates and to
offer a variety of pricing models for various advertising services.


                                       7
<PAGE>

As a result, WorldPages may have difficulty projecting future advertising
revenues and predicting which pricing models advertisers will adopt. In
addition, if a large number of consumers use "filter" software programs that
limit or remove advertising from the Internet, advertisers may choose not to
advertise on the Internet.

TO THE EXTENT THAT THE PRINT YELLOW PAGES BUSINESS MAY NOT BE AS PROFITABLE AS
IT HAS BEEN HISTORICALLY, NET INCOME MAY BE ADVERSELY AFFECTED.

     The print yellow pages business will be the platform for growth for
WorldPages. The expansion of business will depend upon the ability of management
to successfully implement its strategy. A substantial portion of historical
growth has resulted from the introduction of new directories. Although one of
the strategies for achieving its financial objectives is increasing the number
of its directories and the local markets which they serve, there can be no
assurance that historical success in establishing new directories will continue.
Management intends to continue to seek out opportunities for future expansion
through the acquisition of yellow pages businesses, but there can be no
assurance that WorldPages will be able to identify, negotiate and consummate
acquisitions on satisfactory terms, if at all. There is no assurance that new
acquisitions or new directories can be operated profitably or integrated
successfully into WorldPages' operations. Furthermore, start-ups and
acquisitions require substantial attention from and place substantial demands
upon senior management, which may divert attention from and adversely impact
their ability to manage existing businesses.

CHANGING TECHNOLOGY AND NEW PRODUCT DEVELOPMENT MAY CAUSE A REDUCTION IN THE USE
OF WORLDPAGES' PRODUCTS AND SERVICES. THIS WOULD NEGATIVELY IMPACT NET PROFITS
OR MAY RESULT IN LOSSES.

     The yellow pages directory business is subject to changes arising from
developments in technology, including information distribution methods, and
users' technological preferences. As a result of these factors, WorldPages'
growth and future financial performance may depend upon its ability to develop
and market new products and services and create new distribution channels, while
enhancing existing products, services and distribution channels, in order to
accommodate the latest technological advances and user preferences. WorldPages
intends to use the Internet as a distribution channel for its products and
services and expects that, over the long-term, the use of the Internet will be
at least as important to the combined companies as print directories. The
increasing use of the Internet by consumers as a means to transact commerce may
result in new technologies being developed and services provided that could
compete with WorldPages' products and services. There can be no assurance that
WorldPages will be successful in any attempt to provide its services over the
Internet. A failure by WorldPages to anticipate or respond adequately to changes
in technology and user preferences, or an inability to finance the necessary
capital expenditures, could have a material adverse effect on WorldPages'
business, operating results and financial condition.


                                       8
<PAGE>

MANY OF WORLDPAGES' COMPETITORS HAVE GREATER FINANCIAL RESOURCES THAN
WORLDPAGES, WHICH MAY LIMIT WORLDPAGES' ABILITY TO COMPETE EFFECTIVELY FOR
ADVERTISING AND FUTURE ACQUISITIONS AND ADVERSELY AFFECT ITS NET INCOME.

     The yellow pages directory industry is competitive. WorldPages competes
with large telephone utilities and to a lesser extent with independent yellow
pages publishers. There are over 225 independent yellow pages publishers
operating in competition with telephone utilities throughout the United States.
Telephone utility competitors are larger and have greater financial resources
than WorldPages. Other media in competition with yellow pages for local business
and professional advertising include newspapers, radio, television, billboards
and direct mail. There can be no assurance that WorldPages will be able to
compete effectively with these other firms for advertising or acquisitions in
the future.

IF WORLDPAGES FAILS TO ENTER INTO AND MAINTAIN SATISFACTORY ARRANGEMENTS WITH
CONTENT PROVIDERS, WORLDPAGES' BUSINESS WILL SUFFER.

     Certain WorldPages subsidiaries typically license content under short-term
arrangements that do not require royalties or other fees for the use of the
content. However, they may enter into revenue-sharing arrangements with certain
content providers, and they pay certain content providers and web portals a
one-time fee and/or a fee for each query from Web users. WorldPages expects
that, in the future, such content providers and web portals will likely demand a
greater portion of advertising revenues or will increase the fees that they
charge for their content.

THE PRINT AND INTERNET YELLOW PAGES INDUSTRIES ARE EXPERIENCING CONSOLIDATION,
WHICH COULD LIMIT ACCESS TO CONTENT, REDUCE ADVERTISING, REDUCE THE CUSTOMER
BASE OR HARM THE BUSINESS.

     The print and Internet yellow pages industries have recently experienced
consolidation. This consolidation is expected to continue. Industry
consolidation could affect the combined companies in a number of ways,
including:

-    companies from whom WorldPages intends to acquire content could be acquired
     by one of their competitors and stop selling content to the combined
     companies;

-    WorldPages' customers could be acquired by one or more of their competitors
     and stop buying advertising from the combined companies; and

-    WorldPages' customers could merge with other customers, which could reduce
     the size of the combined companies' customer base.

     This consolidation in both the print and Internet industries could harm the
combined companies' business.


                                       9
<PAGE>

WORLDPAGES MAY BECOME A TARGET OF AN ACQUIROR THAT COULD RESULT IN YOUR
INVESTMENT IN WORLDPAGES BEING CONVERTED INTO AN INVESTMENT IN ANOTHER COMPANY.

     From time to time, WorldPages has held discussions with potential strategic
investors who have expressed an interest in making an investment in, or in
acquiring WorldPages. WorldPages has no current agreements understandings or
commitments to be acquired by another company. However, given the dynamic nature
of the print and internet yellow pages industry, and the strategic alliances
which have occurred to date, WorldPages believes that with the acquisitions of
YPtel, Web YP, Big Stuff and Interactive Media, it may be viewed as an
attractive acquisition candidate. Because of the way such acquisitions are often
structured, stockholders of WorldPages could find themselves being offered and
potentially having to accept stock of the acquiror in exchange for their shares
of WorldPages. Even in a strategic joint venture arrangement, stockholders of
WorldPages could find that the value of their investment in WorldPages may
depend on the operational ability of WorldPages' venture partner.

WORLDPAGES' SUCCESSFUL IMPLEMENTATION OF ITS NEW BUSINESS FOCUS, STRATEGY AND
DIRECTION MAY BE NEGATIVELY AFFECTED AS NEW MANAGEMENT DEVOTES TIME AND
ATTENTION TO LEARNING ABOUT WORLDPAGES AND AS IT ATTEMPTS TO INTEGRATE THE
COMBINED COMPANIES.

     Much of the management of WorldPages is new to the company. Although this
new management personnel are experienced executives in the yellow pages
publishing and Internet directory industries, they have little employment
experience with and only a limited background knowledge of WorldPages. This
limited experience with the company could divert their attention from
implementing WorldPages' new business focus, strategy and direction as they
spend time learning about the company, and becoming acquainted with and learning
to work with the other new members of the management team as well as with
existing management. Also many of the employees are new to WorldPages and the
management team will have to become acquainted with and integrate the new
employees into the company.

     In addition to personnel changes, the attention of the new management team
may be diverted as it learns and tries to integrate the policies, procedures and
processes of the companies acquired in the February 2000 acquisitions. Each
company has its own accounting systems, information systems, credit policies,
billing policies, collection policies and other policies that management will
have to integrate to make the combined companies operate smoothly and
efficiently.

     A less tangible, but not less important, issue will be integrating the
cultures of the combining companies, including the expectations and desires of
management and employees alike. Human resources policies and other policies
affecting the employees will have to be melded to help create a productive
working environment. The integration described in this paragraph and in the
immediately preceding one, if not implemented properly, could seriously and
adversely impact WorldPages' operations and its ability to realize the profit
potential from the February acquisition.


                                       10
<PAGE>

WORLDPAGES WILL BECOME INCREASINGLY RELIANT UPON INTERNALLY DEVELOPED SOFTWARE
AND SYSTEMS WHICH MAY CONTAIN ERRORS AND WHICH MUST BE EXPANDED AND UPGRADED.
WORLDPAGES' INABILITY TO CORRECT ANY ERRORS OR TO EXPAND OR UPGRADE ITS SOFTWARE
AND SYSTEMS COULD AFFECT ITS ABILITY TO COMPETE.

     WorldPages must expand and upgrade its technology, transaction-processing
systems and network infrastructure if the volume of traffic on its website or
its affiliates' websites increases substantially. In addition, as WorldPages
expands into e-commerce, it may have to significantly modify its systems.
WorldPages could experience periodic temporary capacity constraints, which may
cause unanticipated systems disruptions, slower response times and lower levels
of customer service. WorldPages may be unable to accurately project the rate or
timing of increases, if any, in the use of its content services or to expand and
upgrade its systems and infrastructure to accommodate these increases in a
timely manner. Any inability to do so could harm WorldPages' business.

IF THE PERFORMANCE AND RELIABILITY OF THE INTERNET DIMINISH, WORLDPAGES COULD
LOSE ADVERTISING AND E-COMMERCE REVENUES.

     WorldPages' success in its internet business will depend, in large part, on
other companies maintaining the Internet infrastructure. In particular, it will
rely on the ability of other companies to maintain a reliable network backbone
that provides adequate speed, data capacity and security and to develop products
that enable reliable Internet access and services. If the Internet continues to
experience significant growth in the number of users, frequency of use and
amount of data transmitted, the Internet infrastructure may be unable to support
the demands placed on it, and the Internet's performance or reliability may
suffer as a result of this continued growth. In addition, the Internet could
lose its commercial viability as a form of media due to delays in the
development or adoption of new standards and protocols to process increased
levels of Internet activity. Any such degradation of Internet performance or
reliability could cause advertisers to reduce their Internet expenditures. If
other companies do not develop the infrastructure or complementary products and
services necessary to establish and maintain the Internet as a viable commercial
medium, or if the Internet does not become a viable commercial medium or
platform for advertising, promotions and electronic commerce, the business of
WorldPages would suffer.

BREACHES IN THE SECURITY OF WORLDPAGES' NETWORK COULD DAMAGE ITS REPUTATION AND
SUBJECT IT TO LIABILITY AND BUSINESS LOSSES.

     WorldPages' networks may be vulnerable to unauthorized access by hackers or
others, computer viruses and other disruptive problems. Someone who is able to
circumvent security measures could misappropriate WorldPages' proprietary
information or cause interruptions in its Internet operations which could harm
its business. WorldPages may need to expend significant capital or other
resources protecting against the threat of security breaches or alleviating
problems caused by breaches. Persons may be able to circumvent the measures that
WorldPages implements in the future. Eliminating computer viruses and
alleviating other security problems may require


                                       11
<PAGE>

interruptions, delays or cessation of service to users accessing web pages that
deliver WorldPages' content services, any of which would harm its business.

     Users of online commerce services are highly concerned about the security
of transmissions over public networks. Concerns over security and the privacy of
users may inhibit the growth of the Internet and other online services
generally, and the web in particular, especially as a means of conducting
commercial transactions. Users could possibly circumvent the measures that
WorldPages takes to protect customer transaction data. To the extent that
WorldPages' activities involve the storage and transmission of proprietary
information, such as credit card numbers, security breaches could damage
WorldPages' reputation and expose it to a risk of loss or litigation and
possible liability. Any compromise of WorldPages' security could harm its
business.

WORLDPAGES MAY BE SUBJECT TO LIABILITY FOR INFORMATION CONTAINED IN ITS PRINT
AND INTERNET DIRECTORIES.

     WorldPages obtains content from third parties. When it aggregates,
syndicates and distributes this content over the Internet, WorldPages may be
held liable for the information that is contained in that content. This could
subject WorldPages to legal claims for such things as defamation, negligence,
intellectual property infringement and product or service liability. Many of the
agreements by which WorldPages obtains content do not contain indemnity
provisions in its favor. Even if a given contract does contain indemnity
provisions, these provisions may not cover a particular claim. While WorldPages
carries general business insurance, this coverage may be inadequate in amount or
may not cover asserted claims. Even if an asserted claim is defeated, WorldPages
may incur substantial legal fees and expenses and diversion of management time
and attention.

     In addition, individuals whose names appear in the WorldPages' yellow pages
and white pages directories have occasionally contacted WorldPages. These
individuals believed that their phone numbers and addresses were unlisted, and
WorldPages directories are not always updated to delete phone numbers or
addresses when they are changed from listed to unlisted. While WorldPages has
not received any claims from these individuals, it may receive claims in the
future. Any liability that WorldPages incurs as a result of content that it
receives from third parties could harm its financial results.

THIS PROSPECTUS STATEMENT CONTAINS FORWARD-LOOKING INFORMATION; ACTUAL RESULTS
MAY BE MATERIALLY AND ADVERSELY DIFFERENT THAN THE FORWARD-LOOKING INFORMATION.

     Forward-looking statements in this prospectus include "forward-looking
statements" within the meaning of Section 27a of the Securities Act of 1933, as
amended, and Section 21e of the Securities Exchange Act of 1934, as amended. All
statements other than statements of historical facts included in this prospectus
may constitute forward-looking statements. In addition, forward-looking
terminology such as "may," "will," "expect," "intend," "estimate," "anticipate,"
"believe," or "continue" or the negative thereof or variations thereon or
similar terminology are


                                       12
<PAGE>

intended to identify forward-looking statements. Although WorldPages believes
that the expectations reflected in such forward-looking statements are
reasonable, it can give no assurance that such expectations will prove to have
been correct. Important factors that could cause actual results to differ
materially from WorldPages' expectations are disclosed in this prospectus,
including without limitation in conjunction with the forward-looking statements
included in this prospectus under "Risk Factors".

                                 USE OF PROCEEDS

     WorldPages will not receive any of the proceeds from the sale of the shares
by the selling stockholders pursuant to this prospectus.

                              SELLING STOCKHOLDERS

     The following table sets forth certain information with respect to the
selling stockholders:

<TABLE>
<CAPTION>
                                                                                                        NUMBER OF
                                                                    NUMBER OF           NUMBER OF      SHARES TO BE
                                                                  SHARES OWNED         SHARES TO BE    OWNED AFTER
NAME                                                             PRIOR TO SALE(2)          SOLD         SALE(1)(2)
-----------------------------------------------------------      ----------------    --------------   --------------
<S>                                                                 <C>                <C>             <C>
Michael D. Shell & Sandra D. Shell, Co-Trustees of the                376,499            376,499                --
Michael D. Shell Revocable Trust

Sandra D. Shell & Michael D. Shell, Co-Trustees of the                376,499            376,499                --
Sandra D. Shell Revocable Trust

Larry P. Shell, Jr., Trustee of the Michael D. Shell                   84,844             81,344             3,500
Grantor Retained Annuity Trust

Larry P. Shell, Jr., Trustee of the Sandra D. Shell                    84,844             81,344             3,500
Grantor Retained Annuity Trust

David V. Martin & Nancy B. Martin, Co-Trustees of the                 102,168            102,168                --
David V. Martin Revocable Trust

Nancy B. Martin & David V. Martin, Co-Trustees of the                 102,168            102,168                --
Nancy B. Martin Revocable Trust

Michael L. Martin, Trustee of the David V. Martin Grantor              23,380             23,380                --
Retained Annuity Trust

Michael L. Martin, Trustee of the Nancy B. Martin Grantor              23,380             23,380                --
Retained Annuity Trust

Thomas F. Patten                                                      206,965            206,965                --
</TABLE>


                                       13
<PAGE>

<TABLE>
<CAPTION>
                                                                                                        NUMBER OF
                                                                    NUMBER OF           NUMBER OF      SHARES TO BE
                                                                  SHARES OWNED         SHARES TO BE    OWNED AFTER
NAME                                                             PRIOR TO SALE(2)          SOLD         SALE(1)(2)
-----------------------------------------------------------      ----------------    --------------   --------------
<S>                                                                 <C>                <C>             <C>
HV-IMS, L.P.                                                           81,719             81,719                --

Stanley G. Brannan                                                     77,462             77,462                --

Christopher J. Brannan                                                 19,367             19,367                --

Ronald S. Atteberry                                                    79,526             79,526                --

John R. Pfister                                                        80,863             72,863             8,000

David A. Raehpour                                                      63,375             63,375                --

Daniel Michael O'Neal Exempt Trust #1997                               20,395(3)          20,395                --

Gail Victoria Scott Exempt Trust #1997                                 20,395(3)          20,395                --

Kathleen Ann O'Neal Exempt Trust #1997                                 20,395(3)          20,395                --

Norvel C. Holeman                                                      55,411             54,321             1,090

William A. Pickens                                                     23,177             23,177                --

Geneva H. Pickens                                                      23,177             23,177                --

Robert A. Pickens                                                       5,471              3,621             1,850

Klenda, Mitchell, Austerman & Zuercher, L.L.C.                         33,896             33,896

Larry P. Shell                                                         19,324             19,324                --

Carole B. Garretson                                                     9,683              9,683                --

Danny P. Creed                                                          7,242              7,242                --

Terry D. Allred                                                        22,280             20,280             2,000

Burton J. Tims                                                          2,725(4)           1,955               770(4)

Deborah K. Ingrim                                                       8,691              8,691                --

Michael B. Tims                                                        14,925(4)          14,485               440(4)

Dianna K. Ramsey                                                        7,242              7,242                --

Tammy B. Koch-Williams                                                  3,721              3,621               100

Brian T. Yourdan                                                        3,621              3,621                --

Brian C. Fabian                                                         3,621              3,621                --

Kevin L. Nikkel                                                         1,810              1,810                --

Michele E. McCammon                                                     1,810              1,810                --

Anthony A. Grandle                                                      1,810              1,810                --

Andrea L. Knighton                                                      1,810              1,810                --

Lorie K. Wagner                                                         1,810              1,810                --

John A. Snarenberger                                                    1,810              1,810                --

Troy E. Tabor II                                                        1,810              1,810                --
</TABLE>


                                       14
<PAGE>

<TABLE>
<CAPTION>
                                                                                                        NUMBER OF
                                                                    NUMBER OF           NUMBER OF      SHARES TO BE
                                                                  SHARES OWNED         SHARES TO BE    OWNED AFTER
NAME                                                             PRIOR TO SALE(2)          SOLD         SALE(1)(2)
-----------------------------------------------------------      ----------------    --------------   --------------
<S>                                                                 <C>                <C>             <C>
Michael D. Shell                                                       53,440(5)           3,440          50,000(5)

TOTAL.......................................................        2,154,561          2,083,311          71,250
</TABLE>


(1)  Assuming all shares are sold in the offering.

(2)  Excludes shares acquired pursuant to the Advanced Communications Group,
     Inc. Employee Stock Purchase Plan (WorldPages was formerly known as
     Advanced Communications Group, Inc.).

(3)  Trusts for the benefit of the children of Richard O'Neal, Chairman and CEO
     of WorldPages. Mr. O'Neal disclaims beneficial ownership of these shares
     and accordingly, none of the shares beneficially owned by Mr. O'Neal are
     included in the table above.

(4)  Includes 440 shares owned by Burton J. Tims and Michael B. Tims as joint
     tenants with rights of survivorship.

(5)  Includes options to purchase 50,000 shares granted pursuant to an
     employment agreement.

                              PLAN OF DISTRIBUTION

     WorldPages is registering the common stock covered by this prospectus for
selling stockholders. As used in this prospectus, "selling stockholders"
includes the donees, pledgees, transferees or others who may later hold the
selling stockholders' interest. WorldPages will pay the costs, expenses and fees
in connection with registering the common stock, but the selling stockholders
will pay legal fees for counsel to the selling stockholders, any brokerage
commissions, discounts or other selling expenses attributable to the sale of
common stock.

     The selling stockholders may sell the common stock from time to time in one
or more types of transactions (which may include block transactions), on the New
York Stock Exchange, or other exchange on which the common stock may be listed
for trading, in the over-the-counter market, through options, swaps or
derivatives, in negotiated transactions, through put or call options
transactions relating to the shares, through short sales of shares, or a
combination of such methods of sale, or in accordance with Rule 144 under the
Securities Act of 1933, as amended, rather than pursuant to this prospectus, or
any other manner permitted by law, at market prices prevailing at the time of
sale, at prices related to those prevailing market prices, fixed prices, which
may be changed, or at negotiated prices. Such transactions may or may not
involve brokers or dealers. WorldPages has no knowledge that any of the selling
stockholders have entered into any agreements, understandings or arrangements
with any underwriters or broker-dealers regarding the sale of the shares, nor
does WorldPages have any knowledge of any underwriter or coordinating broker
acting in connection with the proposed sale of shares by the selling
stockholders.


                                       15
<PAGE>

     The selling stockholders may effect such transactions by selling shares
directly to purchasers or to or through broker-dealers, which may act as agents
or principals. Such broker-dealers may receive compensation in the form of
discounts, concessions, or commissions from the selling stockholders and/or the
purchasers of shares for whom such broker-dealers may act as agents or to whom
they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions).

     The selling stockholders and any broker-dealers that act in connection with
the sale of shares might be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act, and any commissions received by such
broker-dealers and any profit on the resale of the shares sold by them while
acting as principals might be deemed to be underwriting discounts or commissions
under the Securities Act. The selling stockholders may agree to indemnify any
agent, dealer or broker-dealer that participates in transactions involving sales
of the shares against certain liabilities, including liabilities arising under
the Securities Act.

     Because selling stockholders may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, the selling stockholders will be
subject to the prospectus delivery requirements of the Securities Act.
WorldPages has informed the selling stockholders that the anti-manipulative
provisions of Regulation M promulgated under the Exchange Act may apply to their
sales in the market.

     The selling stockholders also may resell all or a portion of the shares in
open market transactions in reliance upon Rule 144 under the Securities Act,
provided they meet the criteria and conform to the requirements of such Rule.

                                  LEGAL MATTERS

     The validity of the shares of WorldPages common stock offered hereby has
been passed upon for WorldPages by Swidler Berlin Shereff Friedman, LLP, counsel
to WorldPages.

                                     EXPERTS

     The consolidated financial statements and schedule of WorldPages as of
December 31, 1999 and 1998, and for each of the years in the three-year period
ended December 31, 1999, have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing; and, with respect
to the financial statements of Web YP as of December 31, 1999 and 1998, and for
each of the years then ended, have been incorporated by reference herein and in
the registration statement in reliance upon the report of KPMG LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.


                                       16
<PAGE>

     The financial statements of Pacific Coast Publishing, Inc. as of October
31, 1998 and 1997, and for each of the three years in the period ended October
31, 1998, and the consolidated financial statements of YPtel Corporation as of
October 31, 1999, and for the year then ended, which are incorporated by
reference herein from our Current Report on Form 8-K/A dated April 21, 2000,
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their reports incorporated by reference herein. Such financial statements are
incorporated herein by reference in reliance upon such reports given on the
authority of Ernst & Young LLP as experts in accounting and auditing.


                                       17



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