================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO 13d-2(a)
LCC International, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
501810 10 5
- --------------------------------------------------------------------------------
(CUSIP Number)
Scott D. Sullivan
Chief Financial Officer and Secretary
MCI WORLDCOM, Inc.
500 Clinton Center Drive
Clinton, Mississippi 39056
(601) 460-5600
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
with copies to:
P. Bruce Borghardt
MCI WORLDCOM, Inc.
10777 Sunset Office Drive
Suite 330
St. Louis, Missouri 63127
(314) 909-4100
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box:
(Continued on following pages)
(Page 1 of 13 Pages)
<PAGE>
- --------------------------- -------------------------
CUSIP No. 501810 10 5 Schedule 13D Page 2 of 13 Pages
- --------------------------- -------------------------
- -------------- -----------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MCI WORLDCOM, Inc. 58-1521612
- -------------- -----------------------------------------------------------------
- -------------- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- -------------- -----------------------------------------------------------------
- -------------- -----------------------------------------------------------------
3 SEC USE ONLY
- -------------- -----------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (See Item 3)
- -------------- -----------------------------------------------------------------
- -------------- -----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
- -------------- -----------------------------------------------------------------
- -------------- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
- -------------- -----------------------------------------------------------------
NUMBER
OF SHARES 7 SOLE VOTING POWER
2,841,099 (See Item 5)
- -------------- -----------------------------------------------------------------
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
0
- -------------- -----------------------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
2,841,099 (See Item 5)
- -------------- -----------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
- -------------- -----------------------------------------------------------------
- -------------- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,841,099 shares of Class A Common Stock (See Item 5)
- -------------- -----------------------------------------------------------------
- -------------- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -------------- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.3%
- -------------- -----------------------------------------------------------------
- -------------- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -------------- -----------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- --------------------------- -------------------------
CUSIP No. 501810 10 5 Schedule 13D Page 3 of 13 Pages
- --------------------------- -------------------------
- -------------- -----------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MCI WORLDCOM Network Services, Inc. 13-2745892
- -------------- -----------------------------------------------------------------
- -------------- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- -------------- -----------------------------------------------------------------
- -------------- -----------------------------------------------------------------
3 SEC USE ONLY
- -------------- -----------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (See Item 3)
- -------------- -----------------------------------------------------------------
- -------------- -----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
- -------------- -----------------------------------------------------------------
- -------------- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------- -----------------------------------------------------------------
NUMBER
OF SHARES 7 SOLE VOTING POWER
2,841,099 (See Item 5)
- -------------- -----------------------------------------------------------------
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
0
- -------------- -----------------------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
2,841,099 (See Item 5)
- -------------- -----------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
- -------------- -----------------------------------------------------------------
- -------------- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,841,099 shares of Class A Common Stock (See Item 5)
- -------------- -----------------------------------------------------------------
- -------------- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -------------- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.3%
- -------------- -----------------------------------------------------------------
- -------------- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -------------- -----------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- --------------------------- -------------------------
CUSIP No. 501810 10 5 Schedule 13D Page 4 of 13 Pages
- --------------------------- -------------------------
Item 1. Security and Issuer
This Statement on Schedule 13D (the "Schedule 13D") relates to shares
of Class A Common Stock, par value $0.01 per share (the "Shares"), of LCC
International, Inc. ("LCCI" or the "Company"), a Delaware corporation. The
principal executive offices of LCCI are located at 7925 Jones Branch Drive,
McLean, VA 22102.
Item 2. Identity and Background
(a)-(c), (f) The name, state of incorporation and business address of
the persons filing this statement (together, the "Reporting Persons")
are:
(1) MCI WORLDCOM, Inc., a Georgia corporation
500 Clinton Center Drive, Clinton, MS 39056, U.S.A.; and
(2) MCI WORLDCOM Network Services, Inc. (formerly known as MCI
Telecommunications Corporation), a Delaware corporation
1801 Pennsylvania Avenue, N.W., Washington, D.C. 20549, U.S.A.
MCI WORLDCOM Network Services, Inc., a Delaware corporation ("MCI" or
the "Purchaser"), is a wholly owned subsidiary of MCI WORLDCOM, Inc., a Georgia
corporation ("MCI WorldCom"). Together with its subsidiaries, MCI WorldCom is
one of the largest telecommunications companies in the United States, serving
local, long distance and Internet customers domestically and internationally.
MCI WorldCom provides telecommunications services to business, government,
telecommunications companies and consumer customers through its networks of
primarily fiber optic cables, digital microwave, and fixed and transportable
satellite earth stations.
MCI WorldCom is one of the first major facilities-based
telecommunications companies with the capability to provide consumers and
businesses with high quality local, long distance, Internet, data and
international communications services over its global networks. With service to
points throughout the nation and the world, MCI WorldCom provides
telecommunications products and services including: switched and dedicated long
distance and local products, dedicated and dial-up Internet access, wireless
services, 800 services, calling cards, private lines, broadband data services,
debit cards, conference calling, messaging and mobility services, advanced
billing systems, enhanced fax and data connections, high speed data
communications, facilities management, local access to long distance companies,
local access to asynchronous transfer mode-based backbone service, Web server
hosting and integration services, dial-up networking services and
interconnection via Network Access Points to Internet service providers.
Information relating to the directors and executive officers of the
Reporting Persons is contained in Appendix A attached hereto and is incorporated
herein by reference.
(d) and (e) Neither MCI WorldCom nor the Purchaser nor, to the best
of their knowledge, any of the persons listed in Appendix A has, during the last
five years, (i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction which has
resulted in a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or State securities laws
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
On July 27, 1999, the Purchaser acquired the Shares of LCCI described
herein pursuant to the conversion of the Telcom Ventures, L.L.C. Subordinated
Note due 2000, as amended ("Telcom Ventures Subordinated Note"), and the LCC,
L.L.C. Subordinated Note due 2000, as amended ("LLC Subordinated Note"). Copies
of the Telcom Ventures Subordinated Note and its amendments, and the LCC
<PAGE>
- --------------------------- -------------------------
CUSIP No. 501810 10 5 Schedule 13D Page 5 of 13 Pages
- --------------------------- -------------------------
Subordinated Note and its amendments, are attached hereto as Exhibits 1.1
through 1.5 and 2.1 through 2.3 respectively to this Schedule 13D and are
incorporated herein by reference. A description of the terms and conditions of
those notes is contained in Item 6 hereof, which description is incorporated
herein by reference.
Item 4. Purpose of Transaction
The Reporting Persons acquired the Shares for investment purposes.
Depending upon market conditions and other factors that the Reporting Persons
may deem material to their respective investment decisions, the Reporting
Persons may purchase additional securities of LCCI in the open market or in
private transactions, or may dispose of all or a portion of the securities of
LCCI that the Reporting Persons own or hereafter may acquire. The Reporting
Persons reserve the right to exercise any and all of their respective rights and
privileges as securityholders of LCCI. The Reporting Persons, however, have no
present plans or proposals that would relate to or result in an extraordinary
corporate transaction such as a merger, reorganization or liquidation involving
LCCI or any or its subsidiaries or a sale or other transfer of a material amount
of assets of LCCI or any of its subsidiaries, any material change in the
capitalization or dividend policy of LCCI or any other material change in LCCI's
corporate structure or business or the composition of LCCI's Board of Directors
or management.
Item 5. Interest in Securities of the Issuer.
(a) and (b). Under the definition of "beneficial ownership" as set
forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the
Reporting Persons currently have beneficial ownership of 2,841,099 Shares of
LCCI. This amount constitutes approximately 28.3% of the outstanding Shares,
based upon a total of 7,205,574 outstanding Shares as of May 11, 1999, as
represented by LCCI in LCCI's Form 10-Q for the Quarterly Period Ended March 31,
1999, as adjusted to give effect to the issuance of the shares.
The Reporting Persons have the sole power to vote and the sole power to
dispose such Shares. The filing of this Schedule 13D shall not be construed as
an admission that the Reporting Persons are the beneficial owner of any Shares
other than those discussed in this paragraph.
(c) Except as set forth in this Item 5 or Items 4 and 6, to the
best knowledge of the Reporting Persons, neither the Reporting Persons nor any
directors or executive officers of any of the Reporting Persons and no other
person described in Item 2 hereof have, beneficial ownership of, or has engaged
in any transaction during the past 60 days in, any Shares.
(d) No one else will have the right to receive or the power to direct
the receipt of dividends from the Shares owned by the Purchaser.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
The Reporting Persons do not have any contract, arrangement,
understanding, or relationship (legal or otherwise) with any person with respect
to any securities of the Company other than as indicated below and elsewhere
herein.
Convertible Subordinated Notes
In June 1994, LCC, L.L.C. ("LCC") issued to the Purchaser the $20.0
million LCC Subordinated Note in return for cash in that amount. The LCC
Subordinated Note bore interest at a rate equal to 6.8%, payable semiannually.
The entire principal amount of the LCC Subordinated Note was due in June 2000.
<PAGE>
- --------------------------- -------------------------
CUSIP No. 501810 10 5 Schedule 13D Page 6 of 13 Pages
- --------------------------- -------------------------
Upon the occurrence of certain specified events (including, but not limited to,
any merger of LCCI with another company or any sale of substantially all of
LCCI's assets), the LCC Subordinated Note provided that it would automatically
be exchanged for 1,136,440 shares of LCCI's Shares. Additionally, the Purchaser
had the right to exchange the LCC Subordinated Note for 1,136,440 Shares: (i) at
any time during the 45-day period commencing on each of June 27, 1997, June 27,
1998, and June 27, 1999; and (ii) upon the occurrence of certain other specified
events. LCCI had the right to exchange the LCC Subordinated Note for 1,136,440
Shares during the following specified periods: (i) if the Purchaser did not
exchange the LCC Subordinate Note during the 45-day period commencing on each of
June 27, 1997, June 27, 1998, and June 27, 1999; and (ii) upon the occurrence of
certain other specified events.
In June 1994, Telcom Ventures, L.L.C. issued the $30.0 million Telcom
Ventures Subordinated Note to the Purchaser in return for cash in that amount.
The Telcom Ventures Subordinated Note bore interest at a rate equal to 6.8%,
payable semiannually. The entire principal amount of the Telcom Ventures
Subordinated Note was due in June 2000. Upon the occurrence of certain specified
events (including, but not limited to, any merger of LCCI with another company
or any sale of substantially all of LCCI's assets), the Telcom Ventures
Subordinated Note provided that it would automatically be exchanged for
1,704,659 shares of LCCI's Shares. Additionally, the Purchaser had the right to
exchange the Telcom Ventures Subordinated Note for 1,704,659 Shares: (i) at any
time during the 45-day period commencing on each of June 27, 1997, June 27,
1998, and June 27, 1999; and (ii) upon the occurrence of certain other specified
events. Telcom Ventures had the right to exchange the Telcom Ventures
Subordinated Note for 1,704,659 Shares during the following periods: (i) if the
Purchaser did not exchange the Telcom Ventures Subordinated Note during the
45-day period commencing on each of June 27, 1997, June 27, 1998, and June 27,
1999; and (ii) upon the occurrence of certain other specified events. LCCI fully
and unconditionally guaranteed the obligations of Telcom Ventures under the
Telcom Ventures Subordinated Note.
Effective September 27, 1996, in connection with LCCI's initial public
offering of Shares, LCCI assumed the $20.0 million LCC Subordinated Note from
LCC and the $30.0 million Telcom Ventures Subordinated Note from Telcom
Ventures. Due to these assumptions, LCCI had the exclusive right to exercise all
LCC's and Telcom Ventures' rights under the LCC Subordinated Note and Telcom
Ventures Subordinated Note and became solely responsible for the payment of
interest and principal thereunder.
On October 23, 1997, LCCI contracted with the Purchaser to defer LCCI's
option to convert the notes in 1997. As part of the arrangement, interest
payable under the notes was reduced from 6.8% to 4.4% per annum.
On July 27, 1999, the Purchaser exercised its right to exchange the LCC
Subordinate Note and the Telcom Ventures Subordinated Note for an aggregate of
2,841,099 Shares.
Registration Rights
On July 25, 1996, LCCI and the Purchaser entered into a registration
rights agreement, attached hereto as Exhibit 3.1 and incorporated herein by
reference, which relates to the Shares issuable upon conversion of the LCC
Subordinated Note and the Telcom Ventures Subordinated Note. The Purchaser has
certain "demand" rights to require LCCI to register its Shares for sale and may
register shares on a "piggyback" basis in connection with most registered public
offerings of securities of LCCI. The Purchaser is entitled to registration
rights that would, among other things, permit it to submit three demand
registration requests to LCCI. Generally, LCCI is required to use "best efforts"
to file a registration statement with the Securities and Exchange Commission
within 90 days of receiving such a request. Once a year, however, LCCI may defer
a registration request from the Purchaser for a period of up to 90 days if the
<PAGE>
- --------------------------- -------------------------
CUSIP No. 501810 10 5 Schedule 13D Page 7 of 13 Pages
- --------------------------- -------------------------
Board of Directors makes a good faith determination that it would be "seriously
detrimental" to LCCI to file a registration statement within the time period
otherwise required. LCCI will pay all expensies (other than underwriters'
discounts and commissions) in connection with such registrations.
* * * * *
The summary contained in this Schedule 13D of certain provisions
of the LCC Subordinated Note, the Telcom Ventures Subordinated Note and the
Registration Rights Agreement are not intended to be complete and are qualified
in their entirety by reference to the full text of such agreements, copies of
which are incorporated by reference as exhibits thereto and incorporated by
refernce herein.
Item 7. Material To Be Filed As Exhibits
Exhibit 1.1 Subordinated Note Due 2000 by Telcom Ventures, L.L.C. payable to
MCI Telecommunication Corporation dated June 28, 1994
(incorporated by reference to the Exhibit No. 10.9 on LCCI's
Registration Statement on Form S-1 (Registration Number
333-6067)).
Exhibit 1.2 Amendment dated July 25, 1996, to Subordinated Note Due 2000
by Telcom Ventures, L.L.C. (incorporated by reference to the
Exhibit No. 10.37 on LCCI's Registration Statement on Form S-1
(Registration Number 333-6067)).
Exhibit 1.3 Second Amendment dated September 27, 1996 to Subordinated Note
Due 2000 by Telcom Ventures, L.L.C. (incorporated by reference
to the Exhibit No. 10.52 on LCCI's Registration Statement on
Form S-1 (Registration Number 333-6067)).
Exhibit 1.4 Third Amendment to Subordinated Note Due 2000 by Telcom
Ventures, L.L.C. (incorporated by reference to the Exhibit No.
10.53 on LCCI's Registration Statement on Form S-1 (Registration
Number 333-6067)).
Exhibit 1.5 Fourth Amendment dated October 23, 1997 of Subordinated Note Due
2000 by Telcom Ventures, L.L.C.(incorporated by reference to the
Exhibit No. 2.2 to LCCI's Current Report on Form 8-K which was
filed with the Securities and Exchange Commission on October 27,
1997 (File No. 0-21213)).
Exhibit 2.1 Subordinated Note Due 2000 by LCC, L.L.C. payable to MCI
Telecommunications Corporation dated June 28, 1994 (incorporated
by reference to the Exhibit No. 10.10 on LCCI's Registration
Statement on Form S-1 (Registration Number 333-6067)).
Exhibit 2.2 Amendment dated July 25, 1996, to Subordinated Note Due 2000 by
LCC, L.L.C. (incorporated by reference to the Exhibit No. 10.38
on LCCI's Registration Statement on Form S-1 (Registration
Number 333-6067)).
Exhibit 2.3 Second Amendment dated October 23, 1997, to Subordinated Note
Due 2000 by LCC International, Inc. (formerly LCC, L.L.C.) and
Amendment to Registration Rights Agreement (incorporated by
reference to the Exhibit No. 2.1 to LCCI's Current Report on
Form 8-K which was filed with the Securities and Exchange
Commission on October 27, 1997 (File No. 0-21213)).
Exhibit 3.1 Registration Rights Agreement dated July 25, 1996 among LCC
International, Inc., RF Investors, L.L.C. and MCI
Telecommunications Corporation (incorporated by reference to the
Exhibit No. 10.31 on LCCI's Registration Statement on Form S-1
(Registration Number 333-6067)).
<PAGE>
- --------------------------- -------------------------
CUSIP No. 501810 10 5 Schedule 13D Page 8 of 13 Pages
- --------------------------- -------------------------
Exhibit 4.1 Amended and Restated Securityholders Agreement among Telcom
Ventures, L.L.C., LCC, Incorporated, TC Group, L.L.C., LCC,
L.L.C. and MCI Telecommunications Corporation dated July 25,
1996 (incorporated by reference to the Exhibit No. 10.36 on
LCCI's Registration Statement on Form S-1 (Registration Number
333-6067)).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 30, 1999
MCI WORLDCOM, Inc.
By: /s/ Scott D. Sullivan
-------------------------------------------------
Name: Scott D. Sullivan
Title: Chief Financial Officer and Secretary
MCI WORLDCOM Network
Services, Inc.
By: /s/ Scott D. Sullivan
------------------------------------------------
Name: Scott D. Sullivan
Title: Chief Financial Officer, Treasurer and
Assistant Secretary
<PAGE>
- --------------------------- -------------------------
CUSIP No. 501810 10 5 Schedule 13D Page 9 of 13 Pages
- --------------------------- -------------------------
Appendix A
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE
OFFICERS OF THE REPORTING PERSONS
Directors and Executive Officers of MCI WorldCom. Set forth
below are the name, current business address, citizenship and the present
principal occupation or employment and material occupations, positions, offices
or employments for the past five years of each director and executive officer of
MCI WORLDCOM, Inc. The principal address of MCI WORLDCOM, Inc. and, unless
otherwise indicated below, the current business address for each individual
listed below is 500 Clinton Center Drive, Clinton, Mississippi 39056, U.S.A.
Unless otherwise indicated, each such person is a citizen of the United States.
Unless otherwise indicated, each occupation set forth opposite the individual's
name refers to employment with MCI WORLDCOM, Inc. References to service with MCI
WorldCom prior to September 1993 include service with LDDS Communications, Inc.,
a Tennessee corporation, which was the accounting, but not the legal, survivor
of a three-way merger with Metromedia Communications Corporation and Resurgens
Communications Group, Inc.
Name and Current Present Principal Occupation or Employment;
Business Address Material Positions Held During the Past Five Years
CLIFFORD L. ALEXANDER, JR. Mr. Alexander has been a director of MCI Worldcom
Alexander & Assocites, Inc. since its merger with MCI Communications
400 C. Street, N.E. Corporation ("MCI") in September 1998 (the "MCI"
Washington, D.C. 20002 Merger"). He has been President of Alexander &
U.S.A. Inc., management consultants, since 1981. Mr.
Alexander is also a director of Dreyfus 3rd
Century Fund, Dreyfus General Family of Funds,
Mutual of America Life Insurance Company, Dun
& Bradstreet Corporation, American Home Products
Corporation and IMS Health Incorporated.
JAMES C. ALLEN Mr. Allen has been a director of MCI WorldCom
3023 Club Drive since March 1998. Mr. Allen is currently an
Destin, FL 32541 investment director and member of the general
U.S.A. partnership of Meritage Private Equity Fund,
a venture capital fund specializing in the
telecommunications industry. He is the former
Vice Chairman and Chief Executive Officer and a
former director of Brooks Fiber Properties, Inc.
("BFP", where he served in such capacities from
1993 under its merger with MCI WorldCom in
January 1998. Mr. Allen served as President and
Chief Operating Officer of Brooks
Telecommunications Corporation, a founder of BFP,
from April 1993 until it was merged with BFP in
January 1996. Mr. Allen serves as a director of
Metronet Communications Corp., Verio Inc.,
Completel LLC, and David Lipscomb University.
JUDITH AREEN Ms. Areen has been a director of MCI WorldCom
Georgetown University since the MCI Merger. She was a director of MCI
Law Center until the MCI Merger. She has been Executive
600 New Jersey Avenue, N.W. Vice President for Law Center Affairs and Dean of
Washington, D.C. 20001 the Law Center, Georgetown University since 1989.
U.S.A. She has been a Professor of Law, Georgetown
University, since 1976.
<PAGE>
- --------------------------- -------------------------
CUSIP No. 501810 10 5 Schedule 13D Page 10 of 13 Pages
- --------------------------- -------------------------
CARL J. AYCOCK Mr. Aycock has been a director of MCI WorldCom
123 South Railroad Avenue since 1983. Mr. Aycock served as Secretary of MCI
Brookhaven, MS 39601 WorldCom from 1987 to 1995 and was the Secretary
U.S.A. and Chief Financial Officer of Master
Corporation, a motel management and ownership
company, from 1989 until 1992. Subsequent to
1992, Mr. Aycock has been self employed as a
financial administrator.
MAX E. BOBBITT Mr. Bobbitt has been a director of MCI WorldCom
62 Carmel Drive since 1992. Mr. Bobbitt was a director of
Little Rock, AR 72112 Advanced Telecommunications Corporation ("ATC")
U.S.A. until its merger with MCI WorldCom in December
1992 (the "ATC Merger"). He is currently a
director of Metromedia China Corporation, a
telecommunications company. From March 1997
until June 1998, Mr. Bobbitt served as President
and Chief Executive Officer of Metromedia China
Corporation. From 1996 until February 1997,
Mr. Bobbitt was President and Chief Executive
Officer of Asian American Telecommunications
Corporation. Prior to 1996, Mr. Bobbitt
held various positions including President and
Chief Operating Officer and director of ALLTEL
Corporation, a telecommunications company, from
1970 until January 1995.
BERNARD J. EBBERS Mr. Ebbers has been President and Chief
Executive Officer of MCI WorldCom since April
1985. Mr. Ebbers has served as a director of
MCI WorldCom since 1983.
FRANCESCO GALESI Mr. Galesi has been a director of MCI WorldCom
The Galesi Group since 1992. Mr. Galesi was a director of ATC
435 East 52nd Street until the ATC Merger. Mr. Galesi is the Chairman
New York, NY 10022 and Chief Executive Officer of the Galesi Group,
U.S.A. which includes companies engaged in
distribution, manufacturing, real estate and
telecommunications. Mr. Galesi serves as a
director of Amnex, Inc., Walden Residential
Properties, Inc. and American Real Estate
Investment Corporation.
STILES A. KELLETT, JR. Mr. Kellett has served as a director of MCI
Kellett Investment WorldCom since 1981. Mr. Kellett has been
Corporation Chairman of Kellett Investment Corporation
200 Galleria Parkway, since 1995. From 1978 to 1995, Mr. Kellett
Suite 1800 served as Chairman of the Board of Directors of
Atlanta, GA 30339 Convalescent Services, Inc., a long-term health
U.S.A. care company in Atlanta, Georgia.
<PAGE>
- --------------------------- -------------------------
CUSIP No. 501810 10 5 Schedule 13D Page 11 of 13 Pages
- --------------------------- -------------------------
GORDON S. MACKLIN Mr. Macklin has been a director of MCI WorldCom
8212 Burning Tree Road since the MCI Merger. He was a director of MCI
Bethesda, MD 20817 until the MCI Merger. Mr. Macklin is currently
U.S.A. a corporate financial advisor. From 1993 until
1998, Mr. Macklin served as Chairman, White
River Corporation, an information services
company. Mr. Macklin is also a director of
Fund American Enterprises Holdings, Inc.; Martek
Biosciences Corporation; MedImmune, Inc.;
Spacehab, Inc.; Real 3-D; and director, trustee
or managing general partner, as the case may
be, of 49 of the investment companies in the
Franklin Templeton Group of Fund. Mr. Macklin
was formerly Chairman, Hambrecht and Quist Group
director, H&Q Healthcare Investors; and
President, National Association of Securities
Dealers, Inc.
JOHN A. PORTER Mr. Porter has been a director of MCI
Integra Funding WorldCom since 1988. Mr. Porter served as
295 Bay Street, Suite 2 Vice Chairman of the Board of MCI WorldCom from
Easton, MD 21601 September 1993 until MCI WorldCom's merger with
U.S.A. MFS Communications Company, Inc. ("MFS") in
December 1996 (the "MFS Merger") and served as
Chairman of the Board of Directors of MCI
WorldCom from 1988 until September 1993. From
May 1995 to the present, Mr. Porter has served
as Chairman of the Board of Directors and Chief
Executive Officer of Industrial Electric
Manufacturing, Inc., a manufacturer of
electrical power distribution products. Mr.
Porter also serves as Chairman of Phillips &
Brooks/Gladwin, Inc., a manufacturer of pay
telephone enclosures and equipment. Mr. Porter
was previously President and sole shareholder of
P.M. Restaurant Group, Inc. which filed for
protection under Chapter 11 of the United
States Bankruptcy Code in March 1995. Subsequent
to March 1995, Mr. Porter sold all of his shares
in P.M. Restaurant Group, Inc. Mr. Porter is
also a director of Uniroyal Technology
Corporation, XL Connect, Inc. and Inktomi, Inc.
TIMOTHY F. PRICE Mr. Price serves as President and Chief
MCI WORLDCOM, Inc. Executive Officer of MCI WorldCom
1801 Pennsylvania Avenue, N.W. Communications, a business unit of MCI WorldCom.
Washington, D.C. 20006 He has served as a director since the MCI
U.S.A. Merger. Mr. Price served as a director of MCI
until the MCI Merger. Mr. Price served as
President and Chief Operating Officer of MCI
from November 1996 until the MCI Merger. He has
been President and Chief Operating officer of
MCI Telecommunications Corporation, a subsidiary
of MCI, ("MCIT"), since July 1995. He was an
Executive Vice President and Group President of
MCIT, serving as Group President, Communication
Services, from December 1994 to July 1995.
He was an Executive Vice President of MCIT,
serving as President, Business Markets, from
June 1993 to December 994. He was a Senior Vice
President of MCIT from November 1990 to June
1993, serving as President, Business Services,
from July 1992 to June 1993 and as Senior Vice
President, Consumer Markets, from November 1990
to July 1992.
<PAGE>
- --------------------------- -------------------------
CUSIP No. 501810 10 5 Schedule 13D Page 12 of 13 Pages
- --------------------------- -------------------------
BERT C. ROBERTS, JR. Mr. Roberts serves as Chairman of the Board
MCI WORLDCOM, Inc. of MCI WorldCom. Mr. Roberts served as a
1801 Pennsylvania director of MCI WorldCom since the MCI Merger.
Washington, D.C. 20006 He was a director of MCI until the MCI Merger.
U.S.A. From 1992 until the MCI Merger, Mr. Roberts
served as Chairman of the Board of MCI. Mr.
Roberts was Chief Executive Officer of MCI from
December 1991 to November 1996. He was President
and Chief Operating Officer of MCI from October
1985 to June 1992 and President of MCIT from
May 1982 to June 1998. Mr. Roberts is a director
of The News Corporation Limited, Telefonica de
Espana, S.A. ("Telefonica") and Valence
Technology, Inc.
JOHN W. SIDGMORE Mr. Sidgmore serves as Vice Chairman of the
MCI WORLDCOM, Inc. Board of MCI WorldCom. Mr. Sidgmore has been a
3060 Williams Drive director of MCI WorldCom since the MFS Merger
Fairfax, VA 22301 and has served as a director of MFS since August
U.S.A. 1996. From the MFS Merger until the MCI Merger,
Mr. Sidgmore served as Vice Chairman of the
Board and Chief Operations Officer of MCI
WorldCom. Mr. Sidgmore was President and Chief
Operating Officer of MFS from August 1996 until
the MFS Merger. He was Chief Executive Officer
of UUNET Technologies, Inc. ("UUNET") from June
1994 to October 1998, and President of UUNET
from June 1994 to August 1996 and from January
1997 to September 1997. Mr. Sidgmore has been
a director of UUNET since June 1994. From 1989
to 1994, he was President and Chief Executive
Officer of CSC Intelicom, a telecommunications
software company. Mr. Sidgmore is a director of
Saville Systems PLC.
SCOTT D. SULLIVAN Mr. Sullivan has been a director of MCI
WorldCom since 1996. Mr. Sullivan serves as
Chief Financial Officer and Secretary of MCI
From the ATC Merger until December 1994, Mr.
Sullivan served as Vice President and Assistant
Treasurer of MCI WorldCom. From 1989 until 1992,
Mr. Sullivan served as an executive officer of
two long-distance companies, including ATC.
From 1983 to 1989, Mr. Sullivan served in
various capacities with KPMG LLP.
LAWRENCE C. TUCKER Mr. Tucker has been a general partner of Brown
Brown Brothers Harriman & Co. Brothers Harriman & Co., a private banking
59 Wall Street firm, since 1979. Mr. Taylor is also a director
New York, NY 10005 of Riverwood International Corporation, National
U.S.A. Healthcare Corporation, World Access, Inc. and
VAALCO Energy, Inc. Mr. Taylor has served as
a director of MCI WorldCom since May 1995,
and previously served as a director of MCI
WorldCom from May 28, 1992 until the ATC Merger.
JUAN VILLALONGA Mr. Villalonga has served as the Chairman and
(citizen of Spain) Chief Executive Officer of Telefonica, a provider
Telefonica de Espana, S.A of telecommunications services in Spain, since
Gran Via 28, 9th floor 1996. He has been a director of MCI WorldCom
28013 Madrid since November 1998 pursuant to a Strategic
Spain Alliance Agreement among Telefonica, MCI and MCI
WorldCom. Mr. Villalonga was previously the CEO
of Bankers Trust Spain and Portugal, the Chief
Executive Officer of CS First Boston in Spain and
a partner at Kinsey & Co., a consulting firm,
for nine years.
<PAGE>
- --------------------------- -------------------------
CUSIP No. 501810 10 5 Schedule 13D Page 13 of 13 Pages
- --------------------------- -------------------------
Directors and Executive Officers of the Purchaser. Set forth below are
the name, current business address, citizenship and the present principal
occupation or employment and material occupations, positions, offices or
employments for the past five years of each director and executive officer of
the Purchaser. The principal address of the Purchaser and, unless otherwise
indicated below, the current business address for each individual listed below
is 1801 Pennsylvania Avenue, N.W., Washington, D.C. 20549, U.S.A. Unless
otherwise indicated, each such person is a citizen of the United States. Unless
otherwise indicated, each occupation set forth opposite the individual's name
refers to employment with the Purchaser.
CHARLES T. CANNADA Assistant Secretary and Director. Mr. Cannada
MCI WORLDCOM, Inc. serves as Senior Vice President, Corporate
500 Clinton Center Drive Development of MCI WorldCom. Prior to assuming
Clinton, Mississippi 39056 this position in January 1995, Mr. Cannada
U.S.A. served as Treasurer and Chief Financial Officer
of MCI WorldCom. He joined MCI WorldCom in 1989.
He is also a director of Nova Corporation, since
May 1998, and of WAM!NET, Inc., since September
1998.
BERNARD J. EBBERS Director. See description above.
MCI WORLDCOM, Inc.
500 Clinton Center Drive
Clinton, Mississippi 39056
U.S.A.
TIMOTHY F. PRICE President. See description above.
BERT C. ROBERTS, JR. Chairman and Director. See description above.
MICHAEL H. SALSBURY Executive Vice President, Secretary, General
Counsel and Director. Mr. Salsbury has been
General Counsel of MCI WorldCom since the MCI
Merger. Previously, he was Executive Vice
President, Secretary and General Counsel of MCI.
SCOTT D. SULLIVAN Chief Financial Officer, Treasurer and Assistant
MCI WORLDCOM, Inc. Secretary. See description above.
500 Clinton Center Drive
Clinton, Mississippi 39056
U.S.A.
