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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
(Amendment No. 3)
World Access, Inc.
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(Name of Issuer)
Common Stock - $0.01 par value
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(Title of Class of Securities)
98141A 10 1
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(CUSIP Number)
Scott D. Sullivan
Chief Financial Officer
WorldCom, Inc.
500 Clinton Center Drive
Clinton, Mississippi 39056
(601) 460-5600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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(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)
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CUSIP No. 98141A 10 1 Schedule 13D Page 2 of 13 Pages
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1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WorldCom, Inc. 58-1521612
MCI WORLDCOM Network Services, Inc. (successor
to WorldCom Network Services, Inc.) 13-2745892
MFS Telecom, Inc. 36-3547776
Brooks Fiber Communications of Texas, Inc. 43-1714867
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3) SEC USE ONLY
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4) SOURCE OF FUNDS*
00.
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
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6) CITIZENSHIP OR PLACE OF ORGANIZATION
WorldCom, Inc. Georgia
MCI WORLDCOM Network Services, Inc. (successor
to WorldCom Network Services, Inc.) Delaware
MFS Telecom, Inc. Delaware
Brooks Fiber Communications of Texas, Inc. Delaware
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7 SOLE VOTING POWER 7,087,313*
NUMBER OF SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER None
OWNED BY EACH -------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 7,087,313*
PERSON WITH -------------------------------------------------------
10 SHARED DISPOSITIVE POWER None
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CUSIP No. 98141A 10 1 Schedule 13D Page 3 of 13 Pages
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,087,313*
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12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS BEFORE FILLING OUT)
|_|
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.6%*
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14) TYPE OF REPORTING PERSON*
CO
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* Share ownership numbers and percentages are approximations for the reasons
stated in Item 5 of this Schedule 13D. Each reporting person is the beneficial
owner of all of the reported shares although record ownership varies.
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CUSIP No. 98141A 10 1 Schedule 13D Page 4 of 13 Pages
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Preliminary Statement:
This Amendment No. 3 amends in its entirety the Schedule 13D (the "Schedule
13D") dated December 14, 1998, as amended by Amendment No. 1 dated January 13,
1999 and Amendment No. 2 dated May 26, 1999. The cover page and all items
therein shall be amended and restated in their entirety as follows:
Item 1 Security and Issuer.
Common stock, $0.01 par value per share, of World Access, Inc., a Delaware
corporation ("World Access"), with its principal executive offices located at
945 East Paces Ferry Road, Suite 2240, Atlanta, Georgia 30326.
Item 2 Identity and Background.
(a) WorldCom, Inc. ("WorldCom") is a Georgia corporation (formerly known as MCI
WORLDCOM, Inc.). The principal business of it and its subsidiaries is
telecommunications. MCI WORLDCOM Network Services, Inc., a Delaware corporation
and the successor to WorldCom Network Services, Inc., is an indirect,
wholly-owned subsidiary of WorldCom. MFS Telecom, Inc., a Delaware corporation,
is an indirect, wholly-owned subsidiary of WorldCom. Brooks Fiber Communications
of Texas, Inc., a Delaware corporation, is an indirect, wholly-owned subsidiary
of WorldCom. The principal business and principal office of each reporting
person are located at 500 Clinton Center Drive, Clinton, Mississippi 39056,
except that the principal business and principal office of MCI WORLDCOM Network
Services, Inc. is located at 1801 Pennsylvania Avenue, N.W., Washington, D.C.
20006. During the past five years, none of the reporting persons nor, to the
best of their knowledge, any of the directors or executive officers of any of
the reporting persons, has had any criminal convictions, and none has been
subject to a judgment, decree or final order of a judicial or administrative
body of competent jurisdiction 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.
(b) Certain information pertaining to executive officers and directors of each
reporting person is set forth on Appendix A attached hereto and incorporated
herein by reference.
Item 3 Source and Amount of Funds or Other Consideration.
The reporting persons were issued 5,893,321 shares in connection with a
merger transaction closing on December 14, 1998 in which World Access acquired
Cherry Communications Incorporated (d/b/a Resurgens Communications Group)
("RCG") (see Item 5 below). The reporting persons were creditors of RCG and
received shares of World Access in the Merger pursuant to RCG's Second Amended
Plan of Reorganization dated September 2, 1998.
In addition, the reporting persons, pursuant to an agreement dated December
6, 1999, also received 439,892 shares of World Access common stock in connection
with World Access' acquisition of FaciliCom International, Inc. ("FaciliCom") in
satisfaction of obligations owed by FaciliCom to the reporting persons in the
approximate amount of $4.1 million. Similarly, in satisfaction of obligations
owed by Long Distance International,
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CUSIP No. 98141A 10 1 Schedule 13D Page 5 of 13 Pages
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Inc. ("LDI") to the reporting persons in the approximate amount of $7.0 million,
the reporting persons, pursuant to an agreement dated October 22, 1999, will
receive 754,100 shares of World Access common stock in connection with World
Access' acquisition of substantially all of the assets of LDI.
Item 4 Purpose of Transaction.
While the reporting persons have no present intentions of acquiring or
influencing control of World Access, they intend to monitor their investment in
World Access and take actions consistent with their perceived best interest.
In April 1999, Lawrence C. Tucker, a Director of WorldCom, Inc., joined the
Board of Directors of World Access. Information regarding Mr. Tucker is provided
in Appendix A hereto.
Item 5 Interest in Securities of the Issuer.
The reporting persons presently own beneficially 6,333,213 shares of World
Access common stock as of May 15, 2000, all of which shares were acquired in
connection with the closing of the Merger or the FaciliCom acquisition. In
addition, the reporting persons are entitled to receive 754,100 additional
shares of World Access common stock in connection with the LDI transaction for
an aggregate of 7,087,313 shares beneficially owned or approximately 11.6% of
the presently outstanding shares of World Access common stock. Other than shares
acquired in the Merger or the FaciliCom or LDI transactions, the reporting
persons have acquired no shares of World Access during the sixty-day period
preceding the filing of this Schedule 13D.
Under the terms of the Merger, creditors of RCG as a group were eligible to
receive up to a total of 9,375,000 shares of World Access common stock over a
two and one-half year period following closing of the Merger. Of these shares, a
total of 3,125,000 shares (the "Closing Shares") were issued at the closing of
the Merger to the RCG creditors as a group and 6,250,000 shares (the "Contingent
Shares") were placed in escrow to be issued over the two and one-half year
period subject to attainment of certain earnings levels by RCG and Cherry
Communications U.K. Limited ("Cherry U.K."). The exact amount to be issued to
any RCG creditor, including the reporting persons, will depend upon the
resolution of claims in the RCG bankruptcy proceedings. Included in the
7,087,313 shares held by the reporting persons is 1,746,500 shares of World
Access common stock which the reporting persons estimate will be issued to them
upon the final resolution of all creditor claims in the RCG bankruptcy
proceedings.
On December 7, 1999, a change of control provision in RCG's Agreement and
Plan of Merger and Reorganization, as amended by the First and Second Amendments
thereto, was triggered as a result of World Access' acquisition of FaciliCom and
caused the accelerated vesting of the Contingent Shares.
The 1818 Fund III, L.P., a Delaware limited partnership (the "1818 Fund"),
may be deemed to be the beneficial owner of 6,086,956 shares of World Access
common stock issuable upon (i) the conversion of 50,000 shares of preferred
stock of World Access and (ii) exercise of an option to acquire up to an
additional 20,000 shares of preferred stock and conversion thereof into World
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CUSIP No. 98141A 10 1 Schedule 13D Page 6 of 13 Pages
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Access common stock. The general partner of the 1818 Fund is Brown Brothers
Harriman & Co. ("BBH"). Mr. Lawrence Tucker, a partner at BBH who is also a
director of WorldCom, Inc., may be deemed to be the beneficial owner of these
shares due to his role as co-manager of the 1818 Fund. In connection with Mr.
Tucker's service on the World Access Board of Directors, Mr. Tucker was granted
warrants to purchase 100,000 shares of World Access common stock at an exercise
price of $11.69 per share. These warrants, which were fully vested upon
issuance, expire on June 15, 2004.
Item 6 Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
The terms of the arrangement with respect to the Contingent Shares are set
forth in the Agreement and Plan of Merger and Reorganization dated as of May 12,
1998, and the First and Second Amendments thereto, incorporated herein as an
exhibit.
Item 7 Material to be Filed as Exhibits.
Attached hereto or incorporated herein as exhibits are the following
documents:
(1) Written agreement related to filing of joint acquisition statement;
(2) Agreement and Plan of Merger and Reorganization dated as of May 12,
1998, as amended by the First and Second Amendments thereto, by and among World
Access, WA Telecom Products Co. (formerly known as "World Access, Inc."), RCG
and WA Merger Corp. (incorporated by reference to Appendix A to the definitive
proxy statement of World Access as filed with the Securities and Exchange
Commission on November 12, 1998 (the "Proxy Statement") (SEC File No.
000-29782);
(3) Share Exchange Agreement and Plan of Reorganization dated as of May 12,
1998, by and among World Access, WA Telecom Products Co., Cherry U.K., and
Renaissance Partners II (incorporated by reference to Appendix B to the Proxy
Statement); and
(4) Debtor's Second Amended Plan of Reorganization dated as of September 2,
1998 (incorporated by reference to Appendix D to the Proxy Statement).
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CUSIP No. 98141A 10 1 Schedule 13D Page 7 of 13 Pages
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SIGNATURE
After due 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: May 31, 2000
WorldCom, Inc.
By: /S/ SCOTT D. SULLIVAN
------------------------------------
Name: Scott D. Sullivan
Title: Chief Financial Officer
MCI WORLDCOM Network
Services, Inc.
By: /S/ SCOTT D. SULLIVAN
------------------------------------
Name: Scott D. Sullivan
Title: Chief Financial Officer
MFS Telecom, Inc.
By: /S/ SCOTT D. SULLIVAN
------------------------------------
Name: Scott D. Sullivan
Title: Chief Financial Officer
Brooks Fiber Communications
of Texas, Inc.
By: /S/ SCOTT D. SULLIVAN
------------------------------------
Name: Scott D. Sullivan
Title: Chief Financial Officer
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CUSIP No. 98141A 10 1 Schedule 13D Page 8 of 13 Pages
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EXHIBIT 1
AGREEMENT REGARDING JOINT FILING
The undersigned, for good and valuable consideration, hereby agree that
they shall jointly file an acquisition statement under Section 13(d) of the
Securities Exchange Act of 1934, as amended, with respect to the acquisition by
the undersigned of shares of common stock of World Access, Inc., a Delaware
corporation, and that they shall cooperate with each other regarding the filing,
and when appropriate, amending of such acquisition statement.
Dated as of May 31, 2000.
WorldCom, Inc. MCI WORLDCOM Network Services, Inc.
By: /S/ SCOTT D. SULLIVAN By: /S/ SCOTT D. SULLIVAN
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Name: Scott D. Sullivan Name: Scott D. Sullivan
Title: Chief Financial Officer Title: Chief Financial Officer
MFS Telecom, Inc. Brooks Fiber Communications of Texas, Inc.
By: /S/ SCOTT D. SULLIVAN By: /S/ SCOTT D. SULLIVAN
--------------------------- --------------------------------------
Name: Scott D. Sullivan Name: Scott D. Sullivan
Title: Chief Financial Officer Title: Chief Financial Officer
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CUSIP No. 98141A 10 1 Schedule 13D Page 9 of 13 Pages
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Appendix A
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE
OFFICERS OF WORLDCOM, INC., MCI WORLDCOM NETWORK SERVICES, INC.,
MFS TELECOM, INC. AND BROOKS FIBER COMMUNICATIONS OF TEXAS, INC.
Part I. Directors and Executive Officers of WorldCom, Inc. ("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 WorldCom. The principal address of WorldCom 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 WorldCom.
Present Principal Occupation or Employment;
Name and Current Material Positions Held During the Past Five
Business Address Years
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CLIFFORD l. ALEXANDER, JR. Mr. Alexander has been a director of
Alexander & Associates, Inc. WorldCom since its merger with MCI
400 C. Street, N.E. Communications Corporation ("MCI") in
Washington, D.C. 20002 September 1998 (the "MCI Merger"). Mr.
U.S.A. Alexander was a director of MCI until the
MCI Merger. He has been President of
Alexander & Associates, Inc., management
consultants, since 1981 and has been
Chairman and Chief Executive Officer of The
Dun & Bradstreet Corporation, a provider of
business-to-business credit, marketing and
purchasing information and commercial
receivables management services, since
October 1999. Mr. Alexander is also a
director of Dreyfus 3rd Century Fund,
Dreyfus General Family of Funds, Mutual of
America Life Insurance Company, American
Home Products Corporation and IMS Health
Incorporated.
JAMES C. ALLEN Mr. Allen has been a director of WorldCom
3023 Club Drive since March 1998. Mr. Allen is currently an
Destin, FL 32541 investment director and member of the
U.S.A. general partner of Meritage Private Equity
Fund, a venture capital fund specializing in
the telecommunications industry. Mr. Allen
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 until
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 Verio Inc., Completel LLC
and David Lipscomb University and is
Chairman of Open Access Broadband Networks,
Inc.
JUDITH AREEN Ms. Areen has been a director of WorldCom
Georgetown University Law Center since its merger with MCI in September 1998.
600 New Jersey Avenue, N.W. Ms. Areen was a director of MCI until the
Washington, D.C. 20001 MCI Merger. She has been Executive Vice
U.S.A. President for Law Center Affairs and Dean of
the Law Center, Georgetown University since
1989. She has been a Professor of Law,
Georgetown University, since 1976.
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CUSIP No. 98141A 10 1 Schedule 13D Page 10 of 13 Pages
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Present Principal Occupation or Employment;
Name and Current Material Positions Held During the Past Five
Business Address Years
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CARL J. AYCOCK Mr. Aycock has been a director of WorldCom
123 South Railroad Avenue since 1983. Mr. Aycock served as Secretary
Brookhaven, MS 39601 of WorldCom from 1987 to 1995 and was the
U.S.A. Secretary 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 WorldCom
70 Beachside Drive since 1992. Mr. Bobbitt was a director of
Apt. D203 Advanced Telecommunications Corporation
Vero Beach, FL 32963 ("ATC") until its merger with WorldCom in
U.S.A. December 1992 (the "ATC Merger"). He is
currently a director of Cereus Technology
Partners, Inc., a provider of Internet-based
technology services, and Metromedia China
Corporation ("MCC"), a telecom-munications
company. From July 1998 to the present, Mr.
Bobbitt has been a telecommunications
consultant. From March 1997 until July 1998,
Mr. Bobbitt served as President and Chief
Executive Officer of MCC. From January 1996
until March 1997, Mr. Bobbitt was President
and Chief Executive Officer of Asian
American Telecommunications Corporation,
which was acquired by MCC in February 1997.
From January 1995 until January 1996, Mr.
Bobbitt was a telecommunications consultant.
BERNARD J. EBBERS Mr. Ebbers has been President and Chief
Executive Officer of WorldCom since April
1985. Mr. Ebbers has served as a director of
WorldCom since 1983.
FRANCESCO GALESI Mr. Galesi has been a director of 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
New York, NY 10022 Chairman and Chief Executive Officer of the
U.S.A. Galesi Group, which includes companies
engaged in distribution, manufacturing, real
estate and telecommunications. Mr. Galesi
serves as a director of Walden Residential
Properties, Inc., and Keystone Property
Trust.
STILES A. KELLETT, JR. Mr. Kellett has served as a director of
Kellett Investment Corporation WorldCom since 1981. Mr. Kellett has been
200 Galleria Parkway, Suite 1800 Chairman of Kellett Investment Corporation
Atlanta, GA 30339 U.S.A. since 1995. Mr. Kellett serves as a director
of Netzee, Inc.
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CUSIP No. 98141A 10 1 Schedule 13D Page 11 of 13 Pages
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Present Principal Occupation or Employment;
Name and Current Material Positions Held During the Past Five
Business Address Years
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GORDON S. MACKLIN Mr. Macklin been a director of the WorldCom
8212 Burning Tree Road since its merger with MCI in September 1998.
Bethesda, MD 20817 Mr. Macklin was a director of MCI until the
U.S.A. MCI Merger. Mr. Macklin is currently 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
White Mountains Insurance Group, Ltd.,
Overstock.com, Martek Biosciences
Corporation, MedImmune, Inc., Spacehab,
Inc., and director, trustee or managing
general partner, as the case may be, of 47
of the investment companies in the Franklin
Templeton Group of Funds. Mr. Macklin was
formerly chairman, Hambrecht and Quist
Group; and President, National Association
of Securities Dealers, Inc.
JOHN A. PORTER Mr. Porter has been a director of WorldCom
Integra Funding since 1988. Mr. Porter served as Vice
295 Bay Street, Suite 2 Chairman of the Board of WorldCom from
Easton, MD 21601 September 1993 until 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
WorldCom from 1988 until September 1993. Mr.
Porter also serves as the Chairman of the
Board of Directors of TelTek, Inc., a
holding company which currently holds all of
the stock of Industrial Electric
Manufacturing, Inc., and Phillips &
Brooks/Gladwin, Inc., equipment
manufacturers for deregulated electrical and
telecommunications markets. 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 and Inktomi,
Inc.
BERT C. ROBERTS, JR. Mr. Roberts has been a director and Chairman
WorldCom, Inc. of the Board of WorldCom since its merger
1801 Pennsylvania Avenue, N.W. with MCI in September 1998. He was Chairman
Washington, D.C. 20006 of the Board of MCI from June 1992 to
U.S.A. September 1998, when it merged with
WorldCom. He 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 MCI WORLDCOM Network Services,
Inc. from May 1983 to June 1992. Mr. Roberts
is a director of The News Corporation
Limited, Telefonica de Espana, S.A.
("Telefonica"), Valence Technology, Inc. and
CAPCure.
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CUSIP No. 98141A 10 1 Schedule 13D Page 12 of 13 Pages
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Present Principal Occupation or Employment;
Name and Current Material Positions Held During the Past Five
Business Address Years
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JOHN W. SIDGMORE Mr. Sidgmore serves as Vice Chairman of the
WorldCom, Inc. Board of WorldCom. Mr. Sidgmore has been a
22001 Loudoun County Parkway director of WorldCom since the MFS Merger
Ashburn, VA 20147 and has served as a director of MFS since
U.S.A. August 1996. From the MFS Merger until the
MCI Merger, Mr. Sidgmore served as Vice
Chairman of the Board and Chief Operations
Officer of 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
until 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 ADC
Telecommunications, Inc., and MicroStrategy
Incorporated.
SCOTT D. SULLIVAN Mr. Sullivan has been a director of WorldCom
since 1996. Mr. Sullivan serves as Chief
Financial Officer and Secretary of WorldCom.
From the ATC Merger until December 1994, Mr.
Sullivan served as Vice President and
Assistant Treasurer of 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 is a general partner of Brown
Brown Brothers Harriman & Co. Brothers Harriman & Co., a private banking
59 Wall Street firm, since 1979 and currently serves as a
New York, NY 10005 member of the Steering Committee of the
U.S.A. firm's partnership. He is also a director of
Riverwood Holdings, Inc., National
Healthcare Corporation, VAALCO Energy, Inc.,
World Access, Inc., National Equipment
Services, Inc., and US Unwired, Inc. Mr.
Tucker has served as a director of WorldCom
since May 1995, and previously served as a
director of WorldCom from May 28, 1992 until
the ATC Merger.
JUAN VILLALONGA Mr. Villalonga has served as the Chairman
(citizen of Spain) and Chief Executive Officer of Telefonica, a
Telefonica de Espana, S.A provider of telecommunications services in
Gran Via 28, 9th floor Spain, since 1996. He has been a director of
28013 Madrid WorldCom since November 1998 pursuant to a
Spain Strategic Alliance Agreement among
Telefonica, MCI and WorldCom. Mr. Villalonga
was previously the Chief Executive Officer
of Bankers Trust in 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.
Part II. Directors and Executive Officers of MCI WORLDCOM Network Services,
Inc. ("MCI WNS"). 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 WNS. The principal address of MCI WNS is
1801 Pennsylvania Avenue, N.W., Washington, D.C. 20006, U.S.A. The current
business address for each individual listed below is 500 Clinton Center Drive,
Clinton, Mississippi 39056. Each person listed below is a citizen of the United
States. The position set forth opposite the individual's name refers to a
position with MCI WNS.
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CUSIP No. 98141A 10 1 Schedule 13D Page 13 of 13 Pages
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Present Principal Occupation or Employment;
Name and Current Material Positions Held During the Past Five
Business Address Years
---------------- --------------------------------------------
BERNARD J. EBBERS Director, President and Chief Executive
Officer. (See Part I Above) Secretary,
SCOTT D. SULLIVAN Treasurer and Chief Financial Officer.
(See Part I Above)
Part III. Directors and Executive Officers of MFS Telecom, Inc.
("MFS"). 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 MFS. The principal address of MFS and the current business
address for each individual listed below is 500 Clinton Center Drive, Clinton,
MS 39056, U.S.A. Each person listed below is a citizen of the United States. The
position set forth opposite the individual's name refers to a position with MFS.
Present Principal Occupation or Employment;
Name and Current Material Positions Held During the Past Five
Business Address Years
---------------- --------------------------------------------
BERNARD J. EBBERS Director, President and Chief Executive
Officer. (See Part I Above) Secretary,
SCOTT D. SULLIVAN Treasurer and Chief Financial Officer. (See
Part I Above)
Part IV. Directors and Executive Officers of Brooks Fiber Communications of
Texas, Inc. ("Brooks"). 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 Brooks. The principal address of Brooks and
the current business address for each individual listed below is 500 Clinton
Center Drive, Clinton, Mississippi 39056, U.S.A. Each person listed below is a
citizen of the United States. The position set forth opposite the individual's
name refers to a position with Brooks.
Present Principal Occupation or Employment;
Name and Current Material Positions Held During the Past Five
Business Address Years
---------------- --------------------------------------------
BERNARD J. EBBERS Director, President and Chief Executive
Officer. (See Part I Above)
SCOTT D. SULLIVAN Secretary, Treasurer and Chief Financial
Officer. (See Part I Above)
