WORLDPAGES COM INC
424B3, 2000-05-30
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>
PROSPECTUS                                      FILED PURSUANT TO RULE 424(b)(3)
                                            REGISTRATION STATEMENT NO. 333-30102

                              WORLDPAGES.COM, INC.

                       23,851,281 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 $60,000.

    Our stock is traded on the New York Stock Exchange under the symbol "WPZ."
On May 18, 2000, the closing sale price of our common stock as reported by the
New York Stock Exchange was $6.8125 per share.

    YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE 4 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.

<TABLE>
<CAPTION>
                                                            UNDERWRITING DISCOUNTS   PROCEEDS TO SELLING
                                       PRICE TO PUBLIC         AND COMMISSIONS           STOCKHOLDERS
<S>                                 <C>                     <C>                     <C>
Per Share.........................     See text above.         See text above.         See text above.
Total.............................     See text above.         See text above.         See text above.
</TABLE>

                  The date of this prospectus is May 23, 2000.
<PAGE>
                               TABLE OF CONTENTS

<TABLE>
<S>                                                           <C>
WHERE YOU CAN FIND MORE INFORMATION.........................    1
PROSPECTUS SUMMARY..........................................    3
RISK FACTORS................................................    4
USE OF PROCEEDS.............................................   11
SELLING STOCKHOLDERS........................................   11
PLAN OF DISTRIBUTION........................................   13
LEGAL MATTERS...............................................   14
EXPERTS.....................................................   14
</TABLE>

                             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, 1999

    (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

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(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.

    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

                                       2
<PAGE>
                               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.

    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.

SHARES OF WORLDPAGES COMMON STOCK TO BE SOLD BY SELLING STOCKHOLDERS

    The selling stockholders individually identified under the caption "Selling
Stockholders" offer for sale 23,851,281 shares of common stock of WorldPages.
The selling stockholders received their shares either directly or indirectly in
connection with the formation of WorldPages in February 1998, directly or
indirectly in connection with WorldPages' acquisition of YPtel, Web YP and
Big Stuff in February 2000, or will receive shares upon exercise of options.

THE OFFERING

<TABLE>
<S>                                            <C>
Shares Offered by Selling Stockholders:......  23,851,281(1)

Total Shares Outstanding after the
  Offering:..................................  48,056,837(2)

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 3,819,296 shares to be issued upon
    conversion of convertible securities and exercise of options and warrants
    issued or granted in connection with WorldPages' acquisition of YPtel, Web
    YP and Big Stuff in February 2000. These additional securities must be
    converted into WorldPages common stock before the stock may be sold.

(2) Included in these shares are the 23,851,281 shares to be sold by the selling
    stockholders.

                                       3
<PAGE>
                                  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 may need additional capital to implement both its plans to
acquire other yellow pages publishers and to implement its Internet directory
strategy.

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 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 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.

    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.

                                       4
<PAGE>
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 and Big Stuff 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 and Big Stuff;

    - 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 ARRANGEMENTS REQUIRED TO PERMIT THE STOCKHOLDERS OF YPTEL WHO ARE CANADIAN
RESIDENTS TO TRANSFER THEIR YPTEL STOCK TO WORLDPAGES ON A TAX-DEFERRED BASIS
COULD RESULT IN SUBSTANTIAL RESTRICTIONS ON WORLDPAGES' ABILITY TO EXECUTE
TRANSACTIONS THAT MIGHT OTHERWISE BE IN THE BEST INTERESTS OF WORLDPAGES' OTHER
STOCKHOLDERS.

    As described below, the terms of the various agreements and certain
securities issued to stockholders of YPtel contain numerous restrictions.

    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.

    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

                                       5
<PAGE>
      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.

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.

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. As a result,

                                       6
<PAGE>
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.

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.

                                       7
<PAGE>
IF WORLDPAGES FAILS TO ENTER INTO AND MAINTAIN SATISFACTORY ARRANGEMENTS WITH
CONTENT PROVIDERS, WORLDPAGES' BUSINESS WILL SUFFER.

    Web YP typically licenses content under short-term arrangements that do not
require royalties or other fees for the use of the content. However, Web YP may
enter into revenue-sharing arrangements with certain content providers, and it
pays 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, certain of
Web YP's 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.

WORLDPAGES MAY BECOME A TARGET OR 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 and Big Stuff, 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.

                                       8
<PAGE>
    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.

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 interruptions, delays or
cessation

                                       9
<PAGE>
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 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".

                                       10
<PAGE>
                                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
                                                  SHARES OWNED          SHARES TO BE     TO BE OWNED
NAME                                              PRIOR TO SALE             SOLD        AFTER SALE(1)
----                                              -------------         ------------   ----------------
<S>                                               <C>                   <C>            <C>
Richard O'Neal(2)...............................      888,700(3)(4)                         888,700
                                                    1,663,788(5)         1,663,788                0
                                                    2,549,091(6)         2,549,091
Richard Reid(7).................................      145,455(7)           145,455                0
                                                    1,663,787(5)         1,663,787
WPI World Pages, Inc............................      231,813(5)           231,813                0
Lelani Bluner...................................       18,466(5)            18,466                0
Nick Wilson.....................................        6,155(5)             6,155                0
Elise Wilson....................................        1,231(5)             1,231                0
Jack Austin.....................................       64,630(5)            64,630                0
Rick Klein......................................      338,537(5)           338,537                0
Jack Tracht.....................................      107,716(5)           107,716                0
Kent Hinkson....................................       49,242(5)            49,242                0
Rodney Weaver...................................       61,552(5)            61,552                0
Robert Terek....................................       61,552(5)            61,552                0
Timothy Dick....................................      123,104(5)           123,104                0
Adam Ayala......................................       30,776(5)            30,776                0
Bryan Reid......................................       30,776(5)            30,776                0
Scott Reid......................................       30,776(5)            30,776                0
Terry Frink.....................................       30,776(5)            30,776                0
April Watkins...................................       30,776(5)            30,776                0
Larry C. Baldwin................................      710,227(6)           710,227                0
Steve A. Sparks.................................      198,864(6)           198,864                0
Ronald R. Baldwin...............................      198,864(6)           198,864                0
Ronnie Emanuel..................................      142,045(6)           142,045                0
Robert F. Benton................................       30,000(8)            30,000                0
Rod K. Cutsinger................................    3,894,337(9)                          3,894,337(9)
                                                       45,000(9)                             45,000(9)
                                                       30,000(8)            30,000                0
Marvin C. Moses.................................       30,000(8)            30,000                0
George Anderson(10).............................       10,000(11)           10,000                0
Robert Flynn(10)................................        5,000(11)            5,000                0
Wilmot Matthews(10).............................       30,000(11)           30,000                0
Nicholas Ross(12)...............................       10,000(11)           10,000                0
Max Gotlieb(13).................................       20,000(11)           20,000                0
ACG 1 Limited Partnership.......................       99,863(14)           99,863                0
ACG 2 Limited Partnership.......................       36,925(14)           36,925                0
ACG 3 Limited Partnership.......................      145,884(14)          145,884                0
ACG 4 Limited Partnership.......................      211,996(14)          211,996                0
ACG 5 Limited Partnership.......................      114,155(14)          114,155                0
ACG 6 Limited Partnership.......................      101,910(14)          101,910                0
ACG 7 Limited Partnership.......................       25,793(14)           25,793                0
</TABLE>

                                       11
<PAGE>

<TABLE>
<CAPTION>
                                                    NUMBER OF            NUMBER OF     NUMBER OF SHARES
                                                  SHARES OWNED          SHARES TO BE     TO BE OWNED
NAME                                              PRIOR TO SALE             SOLD        AFTER SALE(1)
----                                              -------------         ------------   ----------------
<S>                                               <C>                   <C>            <C>
ACG 8 Limited Partnership.......................      552,374(14)          552,374                0
ACG 9 Limited Partnership.......................       36,925(14)           36,925                0
ACG 10 Limited Partnership......................      181,587(14)          181,587                0
ACG 11 Limited Partnership......................      144,484(14)          144,484                0
ACG 12 Limited Partnership......................       69,955(14)           69,955                0
ACG 13 Limited Partnership......................      124,894(14)          124,894                0
ACG 14 Limited Partnership......................       36,925(14)           36,925                0
ACG 15 Limited Partnership......................      218,512(14)          218,512                0
ACG 16 Limited Partnership......................       93,671(14)           93,671                0
ACG 17 Limited Partnership......................       51,169(14)           51,169                0
ACG 18 Limited Partnership......................      461,220(14)          461,220                0
ACG 19 Limited Partnership......................       93,671(14)           93,671                0
ACG 20 Limited Partnership......................       23,705(14)           23,705                0
ACG 21 Limited Partnership......................      499,493(14)          499,493                0
ACG 22 Limited Partnership......................       25,793(14)           25,793                0
ACG 23 Limited Partnership......................       36,925(14)           36,925                0
ACG 24 Limited Partnership......................       76,545(14)           76,545                0
ACG 25 Limited Partnership......................      239,345(14)          239,395                0
ACG 26 Limited Partnership......................      101,482(14)          101,482                0
ACG 27 Limited Partnership......................      101,910(14)          101,910                0
ACG 28 Limited Partnership......................      109,554(14)          109,554                0
ACG 29 Limited Partnership......................       93,671(14)           93,671                0
ACG 30 Limited Partnership......................      154,781(14)          154,781                0
ACG 31 Limited Partnership......................      164,012(14)          164,012                0
ACG 32 Limited Partnership......................       97,474(14)           97,474                0
ACG 33 Limited Partnership......................       69,955(14)           69,955                0
ACG 34 Limited Partnership......................       69,955(14)           69,955                0
ACG 35 Limited Partnership......................      339,699(14)          339,699                0
ACG 36 Limited Partnership......................      101,482(14)          101,482                0
ACG 37 Limited Partnership......................       69,955(14)           69,955                0
ACG 38 Limited Partnership......................       69,955(14)           69,955                0
ACG 39 Limited Partnership......................      275,148(14)          275,148                0
ACG 40 Limited Partnership......................      481,964(14)          481,964                0
ACG 41 Limited Partnership......................    1,278,132(14)        1,278,132                0
ACG 42 Limited Partnership......................    1,280,132(14)        1,280,132                0
BAR 1 Holdings Inc..............................      892,585(14)          892,585                0
BAR 2 Holdings Inc..............................      720,344(14)          720,344                0
BAR 3 Holdings Inc..............................      785,569(14)          785,569                0
BAR 4 Holdings Inc..............................      984,606(14)          984,606                0
BAR 5 Holdings Inc..............................      912,165(14)          912,165                0
BAR 6 Holdings Inc..............................      903,759(14)          903,759                0
BAR 7 Holdings Inc..............................       18,971(14)           18,971                0
BAR 8 Holdings Inc..............................       18,971(14)           18,971                0
BAR 9 Holdings Inc..............................    1,200,000(14)        1,200,000                0
</TABLE>

------------------------

 (1) After the offering, Mr. O'Neal, who is WorldPages' chairman of the board
     and chief executive officer, will own 2.0% of WorldPages common stock. All
     other selling stockholders will own less than 1% of WorldPages common
     stock.

                                       12
<PAGE>
 (2) Chairman and acting chief executive officer of WorldPages since
     November 9, 1998 and director and President-Directory Services Group of
     WorldPages, since February 18, 1998. Founder of WorldPages' subsidiary,
     Great Western. Director and president of Great Western from 1984 to
     present.

 (3) Acquired in connection with the acquisition of the operating companies in
     February 1998.

 (4) Includes warrants of purchase 469,020 shares of WorldPages common stock. A
     trustee for Mr. O'Neal's children owns 189,020 of these warrants. Also
     includes 18,758 shares of common stock subject to stock options that are
     immediately exercisable.

 (5) Acquired in connection with WorldPages' acquisition of Web YP and Big
     Stuff. WPI has advised WorldPages that it intends to distribute its
     WorldPages shares set forth on this table to its stockholders as a
     dividend. Accordingly, this prospectus also covers the resale of such
     WorldPages shares by those stockholders.

 (6) Acquired in exchange for certain indebtedness of Big Stuff and Web YP and
     the redemption of the 5% subordinated notes, issued by WorldPages.

 (7) Former shareholder of Web YP. Mr. Reid's shares were acquired in exchange
     for certain indebtedness of Big Stuff and Web YP.

 (8) Warrants to purchase WorldPages common stock acquired in connection with
     the acquisition of YPtel, Web YP and Big Stuff.

 (9) These shares are the subject of a separate registration statement on
     Form S-3 which WorldPages filed with the SEC on April 21, 2000, but which
     has not yet been declared effective. The Form S-3 was filed to register the
     resale of WorldPages common stock including the resale of the
     3,894,337 shares of WorldPages common stock directly or indirectly owned by
     Mr. Cutsinger, as well as the resale of the 45,000 shares of common stock
     issuable upon the exercise by Mr. Cutsinger of options granted to him by
     WorldPages.

 (10) Former director of YPtel: Director of WorldPages pursuant to the
      acquisition of YPtel by WorldPages.

 (11) To be issued upon exercise of warrants to be issued to replace warrants to
      purchase common shares of YPtel.

 (12) Former director of YPtel.

 (13) Former officer of YPtel.

 (14) Acquired Class A Special Shares of ACG Exchange Company, an indirect
      wholly-owned Nova Scotia subsidiary of WorldPages, in connection with the
      February 2000 acquisitions. The Class A Special Shares are exchangeable on
      a one-for-one basis for the shares of WorldPages common stock indicated.

                              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 any brokerage commissions, discounts or other 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 option swaps or
derivatives, in negotiated transactions, through put or call options
transactions

                                       13
<PAGE>
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. The selling stockholders have advised WorldPages that they have not
entered into any agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of the shares, nor is there an
underwriter or coordinating broker acting in connection with the proposed sale
of shares by the selling stockholders.

    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 Blackwell Sanders Peper Martin 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.

    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.

                                       14



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