WilTel's Second Transaction (A.03-10-033)

Leucadia acquired additional new WTC common stock through a private purchase, and owned 47.4% of new WCG's common stock at the time A.03-10-033 was filed. The remaining 52.6% of WCG's common stock was widely distributed among public shareholders. Leucadia and new WCG entered into an agreement that contemplated the initiation of an exchange offer through which Leucadia would acquire 100% ownership of new WCG. As a result, Leucadia would acquire ownership of WTC. On November 5, 2003, subsequent to the filing of A.03-10-033, WTC completed the transaction. WTC represents that it did so because it believed that delaying completion would have jeopardized its ability to participate in negotiations to acquire assets, through other transactions, that were important to its success in providing telecommunications services. WTC represents that the transaction will not affect the day-to-day management of WTC.