================================================================= WILLIAMS BANKRUPTCY NEWS Issue Number 1 ----------------------------------------------------------------- Copyright 2002 (ISSN XXXX-XXXX) April 24, 2002 ----------------------------------------------------------------- Bankruptcy Creditors' Service, Inc. 609-392-0900 FAX 609-392-0040 ----------------------------------------------------------------- WILLIAMS BANKRUPTCY NEWS is published by Bankruptcy Creditors' Service, Inc., 24 Perdicaris Place, Trenton, New Jersey 08618, on an ad hoc basis (generally every 10 to 20 days) as significant activity occurs in the Debtors' cases. New issues are prepared by Danilo R. Munoz, Jr., R. Vince Brandt and Peter A. Chapman, Editors. Subscription rate is US$45 per issue. Any re-mailing of WILLIAMS BANKRUPTCY NEWS is prohibited. ================================================================= IN THIS ISSUE ------------- [00000] HOW TO SUBSCRIBE TO WILLIAMS BANKRUPTCY NEWS [00001] BACKGROUND & DESCRIPTION OF WILLIAMS COMMUNICATIONS GROUP [00002] CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 2001 [00003] COMPANY'S PRESS RELEASES ANNOUNCING CHAPTER 11 FILING [00004] WILLIAMS COMPANIES' REACTION TO WCG'S CHAPTER 11 FILING [00005] WILLIAMS COMMUNICATIONS DEBTORS' CHAPTER 11 DATABASE [00006] LISTS OF THE DEBTORS' LARGEST CREDITORS [00007] DEBTORS' MOTION FOR JOINT ADMINISTRATION OF CASES KEY DATE CALENDAR ----------------- 04/22/02 Voluntary Petition Date 05/07/02 Deadline for filing Schedules of Assets and Liabilities 05/07/02 Deadline for filing Statement of Financial Affairs 05/07/02 Deadline for filing Lists of Leases and Contracts 05/12/02 Deadline to provide Utilities with adequate assurance 06/21/02 Deadline to make decisions about lease dispositions 07/21/02 Deadline to remove actions pursuant to F.R.B.P. 9027 08/20/02 Expiration of Debtor's Exclusive Plan Proposal Period 10/19/02 Expiration of Debtor's Exclusive Solicitation Period 04/21/04 Deadline for Debtor's Commencement of Avoidance Actions Organizational Meeting with UST to form Committees Bar Date for filing Proofs of Claim First Meeting of Creditors pursuant to 11 USC Sec. 341 ----------------------------------------------------------------- [00000] HOW TO SUBSCRIBE TO WILLIAMS BANKRUPTCY NEWS ----------------------------------------------------------------- WILLIAMS BANKRUPTCY NEWS is distributed to paying subscribers by electronic mail. New issues are published on an ad hoc basis as significant activity occurs (generally every 10 to 20 days) in the Debtors' cases. The subscription rate is US$45 per issue. Newsletters are delivered via e-mail; invoices, transmitted following publication of each newsletter issue, arrive by fax. Re-mailing of WILLIAMS BANKRUPTCY NEWS is prohibited. Distribution to multiple individuals at the same firm is provided at no additional charge; folks outside of your firm should set-up and pay for their own subscriptions. Subscriptions may be canceled at any time without further obligation. To continue receiving WILLIAMS BANKRUPTCY NEWS, please complete the form below and return it by fax or e-mail to: Bankruptcy Creditors' Service, Inc. 24 Perdicaris Place Trenton, NJ 08618 Telephone (609) 392-0900 Fax (609) 392-0040 E-mail: peter@bankrupt.com We have published similar newsletters tracking billion-dollar insolvency proceedings since 1990, starting with Federated Department Stores. 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Please enter my personal subscription to WILLIAMS BANKRUPTCY NEWS at US$45 per issue until I tell you to cancel my subscription. Name: ---------------------------------------------- Firm: ---------------------------------------------- Address: ---------------------------------------------- ---------------------------------------------- Phone: ---------------------------------------------- Fax: ---------------------------------------------- E-Mail: ---------------------------------------------- (Distribution to multiple professionals at the same firm is provided at no additional cost.) WILLIAMS BANKRUPTCY NEWS is distributed to paying subscribers by electronic mail. New issues are published on an ad hoc basis as significant activity occurs (generally every 10 to 20 days) in the Debtor's cases. The subscription rate is US$45 per issue. Newsletters are delivered via e-mail; invoices, transmitted following publication of each newsletter issue, arrive by fax. Re-mailing of WILLIAMS BANKRUPTCY NEWS is prohibited. Distribution to multiple individuals at the same firm is provided at no additional charge; folks outside of your firm should set-up and pay for their own subscriptions. Subscriptions may be canceled at any time without further obligation. ----------------------------------------------------------------- [00001] BACKGROUND & DESCRIPTION OF WILLIAMS COMMUNICATIONS GROUP ----------------------------------------------------------------- Williams Communications Group, Inc. One Technology Center Tulsa, OK 74103 Telephone (918) 547-6000 Fax (918) 547-7134 http://www.williamscommunications.com Williams Communications Group, Inc. (OTCBB:WCGR) -- a 2001 spin- off from energy giant The Williams Companies, Inc. (NYSE:WMB) -- hails itself as the powerful, next-generation fiber-optic broadband network with the infrastructure, connectivity and best- in-breed technology to support serious bandwidth. Williams Communications Group, Inc., is a non-operating holding company whose principal asset is its ownership of Williams Communications, LLC. WCLLC has built and operates a fully lit network spanning more than 30,000 route miles, connecting 125 U.S. cities, and supporting a suite of services including Internet, voice, data and video. Through strategic international partnerships, Williams offers a global network presence. The WCLLC Operating Company divides its operations into two segments: * Network Services -- 86% of 2001 Revenues Network services include long distance voice, private line (offering bandwidth capacity), finished data (transporting data between geographically diverse systems), and video. Network customers are carriers of voice, data, and multimedia, including large telecommunications companies, local exchange carriers, Internet service providers, application service providers, and utility companies. * Emerging Markets -- 14% of 2001 Revenues Emerging markets provides video transmission, advertising, and digital media management services. Customers include major broadcast and cable television networks, news services, professional sports organizations, production studios, national advertisers, and advertising agencies. For the fiscal year ending December 31, 2001, WCG reported consolidated revenues of $1.19 billion and a consolidated net loss of $3.81 billion, including $2.98 billion of asset impairment and restructuring charges. At December 31, 2001, WCG's consolidated assets were $5.99 billion, and its consolidated liabilities were $7.15 billion. The Operating Company employs 3,200 workers worldwide. Williams Communications' Customers ---------------------------------- Williams services the bandwidth intensive needs of high capacity communications providers. Williams' customers include former Regional Bell Operating Companies (RBOCs), local exchange carriers and competitive local exchange carriers (LECs and CLECs), national and local Internet service providers (NSPs, ISPs), interexchange (long distance) carriers (IXCs/LDCs), application service providers (ASPs) and utilities. Williams Communications' Services --------------------------------- Private line service is a collection of high-speed, point-to- point communications services which operate at speeds between DS-1 (1.544 Mbps) and OC-48 (2.488 Gbps). Frame relay services include out-of-region frame relay to augment a carrier's existing network and dedicated end-to-end frame relay. Enhanced services include Flex-CIRSMthat enables a customer to reserve bandwidth on a time of day/day of week and frame relay/ATM service interworking that provides seamless communication between ATM and frame relay locations. ATM services include transport applications such as multi-media aggregation and video transmission services and backbone connectivity for carriers to build and extend the geographic presence of their networks. Williams Communications utilizes ATM as its underlying network transmission platform. Switched voice services are designed to enable customers' success. Our core voice services include both switched and dedicated 1+ and 800 services and operator and directory services. We added enhanced voice services including calling cards, voice over IP, voice activated calling cards and virtual private networking (VPN). Optical wave service spans the gap between dark fiber and private line, enabling leasing of individual wavelengths to provide customers with unprotected "clear" channel OC-48c capacity. Our optical wave service provides a transparent interface with a carrier's network for completion of their SONET rings, construction of diverse or required routes and transmission of ATM or IP traffic. Network Centers provide direct access to our award-winning long- haul network and countless network services with unsurpassed quality and reliability, while our high-bandwidth local entrance facilities provide for an end-to-end solution. Managed Services provide network design, implementation, and operations and ongoing support through location, maintenance and network monitoring and control services for facilities-based carriers. Internet Services includes dedicated Internet access, which offers connectivity to all major Internet providers, IP virtual private networks, data centers, voice over IP, outsourced network management and more. The Road Into Bankruptcy ------------------------ Scott E. Schubert, serving as Chief Financial and Corporate Services Officer and Assistant Secretary for Williams Communications Group, Inc., explains that general conditions in the financial markets and in the telecommunications industry began to weaken in late 2000 and early 2001. As the year 2001 progressed, the markets worsened. During the third quarter of 2001, national events such as the September 11th tragedy continued to put pressure on the United States economy, with particularly negative effects on the telecommunications industry. In October 2001, in light of the Company's strong cash position and the generally depressed capital market conditions, the Company's Lenders agreed to amend the provision of the Credit Agreement that would have required the Company to raise additional capital by December 2001. The amendment gave the Company until 2003 to obtain such capital. Nonetheless, commencing in the fourth quarter of 2001, the Lenders began to express concerns about the Company's compliance with the terms of the Credit Agreement, and reserved the right on several occasions to assert that technical events of default may have occurred under that agreement. This reservation of rights then prompted the Company's independent public accountant to issue an explanatory paragraph in connection with the Company's annual audit of the year 2001, stating that the Company's long-term viability was dependent on a resolution of issues with the Lenders. Over the course of the intervening months since the Lenders first expressed concerns about the Company's future financing prospects, the Company engaged in extensive negotiations with the Lenders, as well as certain holders of the Senior Redeemable Notes and The Williams Companies, to develop a comprehensive, consensual plan for the restructuring of WCG's balance sheet. Consistent with that restructuring effort, on April 1, 2002, the Company announced that it intended to avail itself of the 30-day grace period on certain interest payments on the Senior Redeemable Notes. As a result of those negotiations, the Company reached separate agreements with TWC, and with certain of the Lenders and certain holders of its Senior Redeemable Notes, which allow a comprehensive financial restructuring and de-leveraging of the Company's balance sheet. As part of the implementation of the Restructuring Agreements, the Operating Company prepaid $200 million under the credit agreement with the Lenders to reduce the loans outstanding from approximately $975 million to approximately $755 million. The Road Out of Bankruptcy -------------------------- The Restructuring Agreements are to be further implemented through a chapter 11 plan of reorganization supported by these key creditors, as well as through certain amendments to the Credit Agreement. The Chapter 11 Plan as currently envisioned under the Restructuring Agreements will: * convert virtually all of WCG's existing debt (comprised of the Senior Redeemable Notes and TWC's allowed claims) into 100% of the new common stock of WCG; * wipe-out existing shareholder interests and make no distributions to plaintiffs in prepetition class action shareholder lawsuits; * reinstate the Debtors' Guarantees under the Credit Agreement; * provide that on consummation of the Chapter 11 Plan, the Operating Company will prepay an additional $250 million of its indebtedness under the Credit Agreement, further reducing total outstanding indebtedness under that agreement; * install a new nine-person board of directors to be comprised of: -- the CEO -- two current directors selected by the current directors; -- six directors to be selected by the members of the official committee of unsecured creditors appointed in the Chapter 11 proceeding; and * grant two-year Rights of First Offer to certain of the Noteholders who have executed Lock-Up Agreements with respect to future debt and equity offerings. Mr. Schubert says that WGC intends to prepare and file the Chapter 11 Plan and related disclosure statement in the immediate future, obtain confirmation of the Chapter 11 Plan pursuant to the procedures set forth in the Bankruptcy Code, and emerge from chapter 11 as expeditiously as possible. In the interim, Mr. Schubert relates, the Operating Company will continue to operate outside of bankruptcy in the ordinary course of business, with no restrictions on its ability to provide the highest standards of service to its customers and strategic partners during the completion of the restructuring process. When WCG emerges from bankruptcy upon consummation of the Chapter 11 Plan, the Company expects to have dramatically lower debt levels. "Armed with this increased financial strength and flexibility, the Company intends to continue to set the optical networking industry benchmark for service delivery, cost effectiveness, service quality, and customer support," Mr. Schubert adds. ----------------------------------------------------------------- [00002] CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 2001 ----------------------------------------------------------------- WILLIAMS COMMUNICATIONS GROUP, INC. CONSOLIDATED BALANCE SHEETS As of December 31, 2001 ASSETS Current assets: Cash and cash equivalents................. $ 116,038,000 Short-term investments.................... 904,813,000 Receivables less $41,362,000 allowance: Related party.......................... 65,287,000 Other.................................. 177,788,000 Notes receivable less allowance of $12,000,000......................... 178,601,000 Net assets held for sale.................. 20,659,000 Other..................................... 21,768,000 --------------- Total current assets........................ 1,484,954,000 Investments................................. 11,555,000 Property, plant and equipment, net.......... 4,353,213,000 Other assets and deferred charges........... 142,304,000 --------------- Total assets................................ $ 5,992,026,000 =============== LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable.......................... $ 363,670,000 Deferred income........................... 75,286,000 Accrued liabilities....................... 373,119,000 Long-term debt due within one year........ 72,488,000 --------------- Total current liabilities................... 884,563,000 Long-term debt.............................. 5,838,779,000 Long-term deferred income................... 401,546,000 Other liabilities........................... 28,935,000 Minority interest in consolidated subsidiaries............................. 44,907,000 Contingent liabilities and commitments 6.75% redeemable cumulative convertible preferred stock; $0.01 par value per share; 500.0 million shares authorized; 5.0 million shares outstanding; aggregate liquidation preference of $250,000,000............................. 242,338,000 Stockholders' equity (deficit): Class A common stock, $0.01 par value, 1 billion shares authorized, 491.0 million shares outstanding....... 4,910,000 Class B common stock, $0.01 par value, 500 million shares authorized, no shares outstanding ................. -- Capital in excess of par value............ 3,862,465,000 Accumulated deficit....................... (5,304,906,000) Accumulated other comprehensive loss...... (11,511,000) --------------- Total stockholders' deficit................. (1,449,042,000) --------------- Total liabilities and stockholders' deficit.................................. $ 5,992,026,000 =============== ----------------------------------------------------------------- [00003] COMPANY'S PRESS RELEASES ANNOUNCING CHAPTER 11 FILING ----------------------------------------------------------------- Williams Communications to Complete Financial Restructuring and Reduce Debt By Approximately $6 Billion Through a Negotiated Chapter 11 Filing TULSA, Oklahoma -- April 22, 2002 -- Williams Communications Group, Inc. (OTC Bulletin Board: WCGR), the parent company of Williams Communications, LLC, today announced that it has entered into agreements with its principal creditor groups regarding certain significant terms of a debt restructuring to reduce the Company's debt by approximately $6 billion through a negotiated Chapter 11 filing. Over 90% of the Company's bank lenders were joined by an ad hoc committee of bondholders in reaching these agreements. In order to effectuate the plan, the Company has filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York and expects to file a plan of reorganization in the near future. The Company's operating subsidiary, Williams Communications, LLC, is not expected to be involved in the Chapter 11 reorganization process. Accordingly, the filing is not anticipated to affect domestic or international business operations of Williams Communications, which the Company intends to continue uninterrupted. "After considering all options, it was determined that a Chapter 11 financial restructuring would be the best method to restructure the holding company's balance sheet while at the same time protecting the ability of Williams Communications to continue operations without interruption," said Howard Janzen, Chairman and Chief Executive Officer. "During the Chapter 11 process, Williams Communications' operations and its customer relationships will have the opportunity to continue, along with its strong customer commitment and focus." The Company and its bank lenders and bond holders have entered into a lock-up agreement pursuant to which the creditor groups will vote in favor of a plan of reorganization consistent with the terms outlined in the lock-up agreement. The lock-up agreement will remain in place until July 15, 2002, although the Company may obtain an automatic extension to October 15, 2002, if it has filed a plan of reorganization and has met certain other conditions. The lock-up agreement establishes a framework for a reorganization in which 100% of the holding company's pre- petition unsecured claims would be converted into 100% of the common stock of the reorganized company. The lock-up agreement also requires Williams Communications to raise at least $150 million through additional debt or equity investment prior to approval of the plan of reorganization in order to facilitate the Company's commitment to prepay $450 million of its bank debt, $200 million of which was prepaid upon execution of the lock-up agreement. The Williams Companies, Inc., the Company's third principal creditor and former parent, previously agreed not to oppose a plan of reorganization as long as certain conditions were met. These conditions include providing for the treatment of certain of Williams' unsecured claims in a manner substantially identical to the treatment of other unsecured claims against the Company, not impairing Williams' claims related to certain service and lease agreements, and containing other terms related to the treatment of certain service and lease agreements still in place following the spin-off of the Company. After the Company files the proposed plan of reorganization, the court must first approve the proposed plan and disclosure statement, which will then be distributed to all members of the principal creditor groups for approval. Taken as a whole, the respective agreements signed by the Company's principal creditor groups establish a framework for the Company's anticipated Chapter 11 plan. However, the outcome of this process cannot be predicted with certainty. "Williams Communications has a strong customer base and a sound operation. We believe that with a strengthened balance sheet, Williams Communications will be better positioned to succeed over the long-term," Janzen added. ----------------------------------------------------------------- [00004] WILLIAMS COMPANIES' REACTION TO WCG'S CHAPTER 11 FILING ----------------------------------------------------------------- Williams Prepared to Deal With Bankruptcy of Former Telecommunications Subsidiary TULSA, Oklahoma -- April 22, 2002 -- Williams (NYSE: WMB) said today that it is prepared for the bankruptcy filing of its former telecommunications subsidiary and already has mitigated the impact to Williams' shareholders through actions related to Williams Communications Group's (OTC Bulletin Board: WCGR) structured notes and a network lease obligation. "As previously disclosed, we have already constructively dealt with the two major contingent liabilities related to Williams Communications Group that would have been triggered by a bankruptcy filing," said Steve Malcolm, president and chief executive officer of Williams. "We've already written down the receivable from WCGR to approximately 20 cents on the dollar related to the obligations referenced above. We are assessing whether additional non-cash write-downs will be necessary based on our evaluation of WCGR's current prospects and the details of today's filing," Malcolm said. Currently, the recorded carrying value of these WCGR obligations to Williams is approximately $455 million (written down from $2.3 billion). Additionally, WCGR has an obligation to Williams for the lease of its headquarters building and certain other assets such as airplanes, furniture and fixtures. Williams' current carrying amount of this receivable is $154 million. "It is not possible to speculate regarding the ultimate resolution of WCGR's bankruptcy. As one of three major creditor groups, however, Williams plans to continue to participate in constructive dialogue with the other parties in the hopes that WCGR can work through and emerge from the bankruptcy process in a fashion that yields the maximum possible recovery," Malcolm said. About Williams Williams, through its subsidiaries, connects businesses to energy, delivering innovative, reliable products and services. Williams information is available at http://www.williams.com ----------------------------------------------------------------- [00005] WILLIAMS COMMUNICATIONS DEBTORS' CHAPTER 11 DATABASE ----------------------------------------------------------------- Debtor entities filing separate chapter 11 petitions: Case No. Debtor Entity -------- ------------- 02-11956 CG Austria, Inc. 02-11957 Williams Communications Group, Inc. Petition Date: April 22, 2002 Bankruptcy Court: United States Bankruptcy Court Southern District of New York Alexander Hamilton Custom House One Bowling Green, 5th Floor New York, New York 10004-1408 Telephone (212) 668-2870 Bankruptcy Judge: The Honorable Allan L. Gropper Debtors' Counsel: Corinne Ball, Esq. Erica M. Ryland, Esq. JONES, DAY, REAVIS & POGUE 222 East 41st Street New York, NY 10017 Telephone (212) 326-3939 Fax (212) 755-7306 Debtors' Financial Advisor: The Blackstone Group, L.P. 345 Park Avenue New York, NY 10154 Telephone (212) 583-5000 Fax (212) 583-5712 Counsel to Bank of America, as Agent for the Prepetition Secured Lenders: Margot B. Schonholtz, Esq. CLIFFORD CHANCE ROGERS & WELLS 200 Park Avenue New York, NY 10166 Telephone (212) 878-4990 Fax (212) 878-8375 Members and Representatives of the Informal Noteholders' Committee: AEGON USA Brian Elliott and Rick Perry Capital Research & Investment Mark Lindan Collins & McIlheny, Inc. Patrick Collins Franklin Templeton Investments Dick Kuersteiner and Ken Masters PPM America Joel Klein and Jim Schaffer PIMCO Cyrille Conseil and David Bahenna Putnam Investments Jim Miller R2 Investments/Q Investments Guillaume Boccara and Michael Diament Sun America AIG Jerry Howard and James Lee Goldman Sachs Caroline Berton Counsel to the Informal Noteholders' Committee: James Sprayregen, Esq. KIRKLAND & ELLIS 200 East Randolph Drive Chicago, Illinois 60601 Telephone (312) 861-2000 Fax (312) 861-2200 - and - Richard L. Wynne, Esq. KIRKLAND & ELLIS 777 South Figueroa Street Los Angeles, California 90017 Telephone (213) 680-8400 Fax (213) 680-8006 Financial Advisors to the Informal Noteholders' Committee: Irwin N. Gold HOULIHAN LOKEY HOWARD & ZUKIN 1930 Century Park West Los Angeles, California 90067 Telephone (310) 553-8871 Fax (310) 553-4024 Counsel to The Williams Companies: WHITE & CASE LLP U.S. Trustee: Carolyn S. Schwartz United States Trustee for Region 2 33 Whitehall Street, Suite 2100 New York, NY 10004 Telephone (212) 510-0500 ----------------------------------------------------------------- [00006] LISTS OF THE DEBTORS' LARGEST CREDITORS ----------------------------------------------------------------- Williams Communications Group, Inc. ----------------------------------- Entity Nature Of Claim Claim Amount ------ --------------- ------------ The Bank of New York Indenture Trustee 5 Penn Plaza for Senior New York, New York 10001 Redeemable Notes $2,530,000,000 Attn: Irene Siegel (including accrued Vice President interest) (212) 896-7258 The Bank of New York Trustee Fees $15,000 CG Investment Company, LLC Senior Redeemable $551,000,000 (a WCG affiliate) Notes The Williams Companies, Inc. Unsecured Notes $2,160,000,000 One Williams Center, MD 49-1 Tulsa, Oklahoma 74102 Attn: Jack McCarthy George Shahadi (918) 573-2182 *** WCG says this amount is comprised of (i) a contingent *** liability for amounts that are to be paid by TWC, on *** behalf of WCG, under a $1.5 billion principal amount *** senior reset note made by WCG to its wholly-owned *** subsidiary, WCG Note Trust, which senior reset note, *** pursuant to which the Bank of New York is Indenture *** Trustee, is collateral securing $1.4 billion in *** aggregate principal amount of senior secured notes *** issued by WCG Note Trust (with credit support from TWC) *** to certain third parties in a March 2001 private *** placement transaction and (ii) the March 29, 2002 *** purchase price of approximately $760 million (including *** $6 million of accrued interest) paid by TWC, on behalf *** of WCG, resulting in title to certain formerly leased *** network assets being acquired by, and vesting in, WCLLC. The Williams Companies, Inc. Trade Debt $109,000,000 New York Stock Exchange, Inc. Fee $1,341,072 P.O. Box 4530 Grand Central Station New York, NY 10163 New York Stock Exchange, Inc. Attn: Glenn Tyranski (212) 656-2826 CG Austria, Inc. ---------------- CG Austria, Inc., says it has no unsecured claims against it. CG Austria is a guarantor under the secured bank credit facility of its non-debtor affiliate Williams Communications, LLC. Approximately $988 million is outstanding under the Credit Facility. CG Austria provides the Court with this list of creditors: Bank of America, N.A. Pete Joost John Woodiel Patrick G. Honey Mickey McLean Mail Code: TX1-492-66-01 901 Main Street, 66th fl Dallas, Texas 75202 Banc of America Securities LLC Steve Ayala Kevan Corbett James D. Jeffries Peter M. Sherman Elton R. Vogel III Richard Arendale NC1-007-07-03 and NC1-007-07-04 100 N. Tryon Street, 7th Fl Charlotte , North Carolina 28255 Banc of America Securities LLC Craig Kennedy 9 West 57th St., 22th Floor New York, New York 10019 Citibank / SSMB Citicorp USA Inc. John Dorans David Mode 250 West Street, 8th Floor New York, New York 10013 Citigroup, Inc. Christopher Teano 388 Greenwich St., 20th Floor New York, New York 10013 Salomon Smith Barney Inc. Christopher Blake 8700 Sears Tower Chicago, Illinois 60606 Salomon Smith Barney Inc. Timothy Freeman John P. Judge 390 Greenwich Street New York, New York 10013 JP MORGAN CHASE JP Morgan Chase Securities, Inc. Carlos E. Gomez 270 Park Avenue New York, New York 10017 JP Morgan Chase Securities, Inc. Houston Stebbins James Stone 270 Park Avenue New York, New York 10017 JPMorgan Chase Bank Constance M. Coleman 270 Park Avenue, 37th Floor New York, New York 10017 Lehman Lehman Brothers Inc. Larry Band 200 Vesey Street New York, New York 10281 Lehman Brothers Inc. Kenny Gunderman D. Hetherington Glenn Medwar Alex Sade 200 Vesey Street New York, New York 10281 Lehman Brothers Inc. James (Jim) Seery 66 East 55th St., 17th Floor New York, New York 10022 Lehman Commercial Paper Inc. Thomas Bernard 66 East 55th St., 17th Floor New York, New York 10022 Lehman Commercial Paper Inc. c/o Lehman Brothers Inc. Andrew Keith Office 2533 425 Lexington Ave New York, New York 10017 Lehman Commercial Paper Inc. Alex Kirk 66 East 55th St., 17th Floor New York, New York 10022 Merrill Lynch Asset Recovery Management c/o McKinsey & Co. Anthony J. Lafaire 55 E. 52nd Street, Room 2940 New York, New York 10055 Merrill Lynch Capital Corporation Cecile Baker 95 Green Street Jersey City, New Jersey 07302 Merrill Lynch Capital Corporation Garrick Bernstein North Tower, 250 Vesey Street New York, New York 10281 Merrill Lynch Capital Corporation c/o Global Leverag Finance Group Carol J. E. Feeley 95 Green Street Jersey City, New Jersey 07302-3815 Merrill Lynch Capital Corporation Lex Maultsby North Tower, 250 Vesey Street New York , New York 10281 Merrill Lynch Capital Corporation James Park 250 Vesey Street New York, New York 10281 ABN AMRO Bank N.V. Neil Bivona David C. Carrington Bryan J. Matthews Steven Wimpenny 55 East 52nd Street New York, New York 10055 Ark II CLO 2001-1, Limited c/o Patriarch Partners II, LLC William Enszer Suite 700 112 South Tryon Street Charlotte, North Carolina 28284 Bank Austria Creditanstalt Corporate Finance Inc. c/o HypoVereinsbank Peter Halter 150 East 42nd St., 29th Fl New York , New York 10017 Bank One, N.A. Henry Howe 1L10361 1 Bank One Plaza Chicago , Illinois 60670 Bank of Montreal Geoffrey R McConnell Mary K Parsek Special Accounts Management 115 S LaSalle St., 12 W Chicago, Illinois 60603 Bank of New York Julie Follosco One Wall Street New York, New York 10286 Bank of New York George Malanga Michael Masters Brendan Nedzi 16th Floor One Wall Street New York, New York 10286 Bank of Oklahoma N.A. Robert D. Mattax BOK Tower 8 SE One Williams Center Tulsa, Oklahoma 74172 CIBC Inc. Daniel Solomon 425 Lexington Avenue New York, New York 10017 Cerberus Partners L.P. Scott Cohen 450 Park Ave., 28th Floor New York, New York 10022 Contrarian Funds LLC c/o Contrarian Capital Management, L.L.C. Mark Lee Suite 225 411 West Putnam Ave. Greenwich, Connecticut 06830 Credit Lyonnais Sandra E. Horwitz Steven Rich Deborah Apfelbaum Aldo Cicilia Jeremy Horn Doug Roper Caryn Sandler 1301 Avenue of the Americas New York, New York 10019 Credit Suisse First Boston Neel Doshi David Sawyer David Sawyer 11 Madison Avenue, 5th Floor New York, New York 10010 Deutsche Bank AG Alexander Richarz 11 Madison Avenue, 10th Fl New York , New York 10010 Deutsche Bank Securities Inc. Anca Trifan 31 W. 52 St., 7th Floor New York, New York 10019 First Union National Bank Tom Bohrer David Sawyer Mark Cook Brand Hosford Daniel Epeneter 301 S College St. Charlotte, North Carolina 28288 Fleet National Bank Christine Gillis Matthew Speh Mail code: MA DE 1006A 100 Federal Street Boston, Massachusetts 02110 Fuji Bank Ltd. (The) Tammy Dalton John Doyle Natasha Kazmi 95 Christopher Columbus Drive, 17th Floor Jersey City, New Jersey 07302 Hamilton CDO, Ltd. c/o Stanfield Capital Partners LLC Lisa Conrad Elizabeth Mutton 330 Madison Avenue, 27th Floor New York, New York 10017 IBM Credit Corporation Steven A. Flanagan North Castle Drive Armonk, New York 10504-1785 IBM Credit Corporation Bruce B. Gordon Mail Stop NC317, office 3D-62C North Castle Drive Armonk, New York 10504 Industrial Bank of Japan Limited (The) Roy Brubaker Shiro Shiraishi 1251 Avenue of the Americas, 32nd Floor New York, New York 10020 KBC Bank N.V. Kyle Cruel Filip Ferrante Marquis One Tower, Peachtree Center 245 Peachtree Center Avenue, Suite 2550 Atlanta, Georgia 30303 KBC Bank N.V. Maria Rodriguez 125 West 55th St. New York, New York 10019 Merrill Lynch Global Allocation Fund, Inc. c/o Merrill Lynch Investment Managers, L.P. Lisa O'Donnell 800 Scudders Mill Rd., - Equity Plainsboro, New Jersey 08536 Merrill Lynch Series Funds, Inc. Global Allocation Strategy Portfolio c/o Merrill Lynch Investment Managers, L.P. Lisa O'Donnell 800 Scudders Mill Rd., - Equity Plainsboro, New Jersey 08536 Merrill Lynch Variable Series Funds, Inc. Global Allocation Focus Fund c/o Merrill Lynch Investment Managers, L.P. Lisa O'Donnell 800 Scudders Mill Rd., - Equity Plainsboro, New Jersey 08536 Pacifica Partners I, L.P. Dean Kawai Suite 230 150 South Rodeo Dr Beverly Hills, California 90212 Pequod Investments LP Jon Gallen 450 Park Avenue 28th Floor New York, New York 10022 R2 Top Hat, Ltd c/o Mayer Brown Rowe & Maw Nazim Zilkha 1675 Broadway New York, New York 10019 Sankaty High Yield Asset Partners, L. P. c/o Sankaty High Yield Asset Partners, L. P. Diane Exter 111 Huntington Avenue Boston, Massachusetts 02199 Sankaty High Yield Partners II, LP c/o Sankaty Advisors, Inc. Diane Exter 111 Huntington Avenue Boston, MA 02199 ScotiaBank, Inc. William Brown Joe Latttanzi 600 Peachtree Street, N.E., Suite 2700 Atlanta, Georgia 30308 Standard Bank London Limited Fiona Geoffroy Cannon Bridge House, 25 Downgate Hill London, UK EC4R 2SB Stanfield Arbitrage CDO, Ltd. c/o Stanfield Capital Partners LLC 6944495 Lisa Conrad Elizabeth Mutton 330 Madison Avenue, 27th Floor New York, New York 10017 Stanfield CLO Ltd. c/o Stanfield Capital Partners LLC 6944495 Lisa Conrad Elizabeth Mutton 330 Madison Avenue, 27th Floor New York, New York 10017 Stanfield/RMF Transatlantic CDO, Ltd. c/o Stanfield Capital Partners LLC 6944495 Lisa Conrad Elizabeth Mutton 27th Floor 330 Madison Avenue New York, New York 10017 Windsor Loan Funding, Limited c/o Stanfield Capital Partners Lisa Conrad Elizabeth Mutton 330 Madison Ave., 27th Floor New York, New York 10017 ----------------------------------------------------------------- [00007] DEBTORS' MOTION FOR JOINT ADMINISTRATION OF CASES ----------------------------------------------------------------- Pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure, the Bankruptcy Court directs that the Debtors' chapter 11 cases be consolidated, solely for administrative purposes, under Case No. 02-11957, and that all pleadings and papers be captioned: UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ---------------------------------x In re : : WILLIAMS COMMUNICATIONS GROUP, : Chapter 11 Case No. INC. and CG AUSTRIA, INC., : 02-11957 (ALG) : (Jointly Administered) Debtors. : ---------------------------------x Judge Gropper makes it clear that his order neither contemplates a substantive consolidation of the Debtors' estates nor prejudices the right of any party-in-interest to seek substantive consolidation. Scott E. Schubert, WCG's Chief Financial and Corporate Services Officer and Assistant Secretary, explains that WCG is a non- operating holding company whose principal asset is its ownership of Williams Communications, LLC (frequently referred to as the "Operating Company" or "WCLLC"). CG Austria is a direct subsidiary of the Operating Company and an indirect subsidiary of WCG. CG Austria is a non-operating holding company that owns the stock of a foreign company, Williams Communications Participations Holdings, GmbH, which, in turn, owns the stock of other foreign corporations. No chapter 11 case has been commenced for the Operating Company, and it continues to operate outside of bankruptcy in the ordinary course of business. The Operating Company owns and operates the Network and the Emerging Markets business segments. *** End of Issue No. 1 *** ------------------------------------------------------------------------- Peter A. Chapman peter@bankrupt.com http://bankrupt.com ------------------------------------------------------------------------- Recommended Reading: Professor Stuart Gilson's newest title, "Creating Value Through Corporate Restructuring: Case Studies in Bankruptcies, Buyouts, and Breakups." List Price: $79.95 -- Discounted to $55.96 at http://amazon.com/exec/obidos/ASIN/0471405590/internetbankrupt -------------------------------------------------------------------------