-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DfGNjUcTpjagvGFPWSFMNGZTrgEiVv2pwIoSxd3HFAJxfVLLtXpYpfr8AjfGX9dW zj4g0Wuk7Y/GxvV/fMOIgw== 0000950138-99-000139.txt : 19990802 0000950138-99-000139.hdr.sgml : 19990802 ACCESSION NUMBER: 0000950138-99-000139 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990730 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LCC INTERNATIONAL INC CENTRAL INDEX KEY: 0001016229 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 541807038 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-52615 FILM NUMBER: 99674618 BUSINESS ADDRESS: STREET 1: 7925 JONES BRANCH DR STREET 2: STE 800 CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: 7035316666 MAIL ADDRESS: STREET 1: 2300 CLARENDON BLVD STREET 2: SUITE 800 CITY: ARLINGTON STATE: VA ZIP: 22201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MCI WORLDCOM INC CENTRAL INDEX KEY: 0000723527 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 581521612 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 500 CLINTON CENTER DRIVE CITY: CLINTON STATE: MS ZIP: 39056 BUSINESS PHONE: 6014605600 FORMER COMPANY: FORMER CONFORMED NAME: WORLDCOM INC /GA/ DATE OF NAME CHANGE: 19970127 FORMER COMPANY: FORMER CONFORMED NAME: LDDS COMMUNICATIONS INC /GA/ DATE OF NAME CHANGE: 19930916 FORMER COMPANY: FORMER CONFORMED NAME: RESURGENS COMMUNICATIONS GROUP INC DATE OF NAME CHANGE: 19920703 SC 13D 1 SCHEDULE 13D ================================================================================ 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) - --------------------------- ------------------------- 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! - --------------------------- ------------------------- 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! - --------------------------- ------------------------- 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 - --------------------------- ------------------------- 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. - --------------------------- ------------------------- 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 - --------------------------- ------------------------- 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)). - --------------------------- ------------------------- 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 - --------------------------- ------------------------- 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. - --------------------------- ------------------------- 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. - --------------------------- ------------------------- 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. - --------------------------- ------------------------- 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. - --------------------------- ------------------------- 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. -----END PRIVACY-ENHANCED MESSAGE-----