<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>15
<FILENAME>ex99-12.txt
<DESCRIPTION>EXHIBIT 99(12)
<TEXT>


<PAGE>

                                                                  EXHIBIT 99(12)

Mark Albright, Esq.
(NV Bar #1394)
ALBRIGHT, STODDARD, WARNICK & ALBRIGHT
801 S.  Rancho Drive
Quail Park Suite D-4
Las Vegas, NV 89106
Tel: (702) 384-7111
Fax: (702) 384-0605

Michael D. Braun
Patrice L. Bishop
STULL, STULL & BRODY
10940 Wilshire Boulevard, Suite 2300
Los Angeles, CA 90024
Tel: (310) 209-2468
Fax: (310) 209-2087

Attorneys for Plaintiff
Additional Counsel Listed on Signature Page

                                 DISTRICT COURT

                              CLARK COUNTY, NEVADA

JAMES L. GUY, on Behalf of Himself and All    ) CASE NO.
Others Similarly Situated,                    )
                                              )
                      Plaintiff               ) CLASS ACTION
                                              )
             v.                               ) COMPLAINT FOR BEACH OF FIDUCIARY
                                              ) DUTY AND SELF-DEALING
WILTEL COMMUNICATIONS GROUP, INC.,            )
JEFF K. STOREY, IAN M. GUMMING, ALAN          )
J. HIRSCHFIELD, JEFFREY C. KEIL, JOSEPH       ) DEMAND FOR TRIAL BY JURY
S. STEINBERG, I.  PATRICK COLLINS,            )
WILLIAM H. CUNNINGHAM, MICHAEL                ) ARBITRATION EXEMPTION
DIAMENT, MICHAEL P. RESSNER, and              ) CLAIMED - CLASS ACTION
LEUCADIA NATIONAL CORP., Inclusive,           )
                                              )
                      Defendants              )
                                              )
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             Complaint for Breach of Fiduciary Duty and Self-Dealing




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     Plaintiff, by his undersigned attorneys, for his complaint against
defendants, alleges upon knowledge as to himself and his own acts, and upon
information and belief as to all other matters, as follows:

                              NATURE OF THE ACTION

     1. This is a stockholders' class action on behalf of the public
stockholders of WilTel Communications Group Inc. ("WilTel" or the "Company"),
against the Company, its directors and controlling shareholder, regarding its
controlling shareholders' exchange offer to purchase all outstanding shares of
WilTel that the controlling shareholder does not already own. The Class includes
all shareholders of WilTel common stock, other than defendants.

     2. Defendant Leucadia National Corp. ("Leucadia") owns 47% of the
outstanding shares of WilTel, and is the controlling shareholder of WilTel.

     3. WilTel, previously known as Williams Communications Group Inc. ("WCG")
was spun off by energy firm Williams Companies Inc. in 2001. WilTel emerged from
bankruptcy in October 2002 with the help of a Leucadia investment.

     4. Leucadia is a New York based investment company. On May 15, 2003,
Leucadia announced that it had sent a letter to WilTel's board of directors
offering to acquire all outstanding shares of WilTel common stock that it does
not already beneficially own for 0.3565 Leucadia shares for each WilTel share
owned (the "Proposed Transaction").

                             JURISDICTION AND VENUE

     5. This Court has jurisdiction of this litigation. The violations of law
complained of herein occurred in Clark County, and the amounts in controversy
exceed the jurisdictional minimum of this Court. Venue is properly laid in this
district. WilTel is incorporated in this state.

                                     PARTIES

     6. Plaintiff James L. Guy is a stockholder of WilTel.


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             Complaint for Breach of Fiduciary Duty and Self-Dealing




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     7. Defendant WilTel delivers voice, data, video and Internet Protocl
services to telecommunications carriers, Internet service providers and media
and entertainment companies. Defendant WilTel is a Nevada corporation.

     8. Defendant Jeff K. Storey is, and at all times herein relevant has been,
Chief Executive Officer of the Company and a Director of the Company.

     9. Defendant Ian M. Gumming is, and at all times herein relevant has been,
a Director of the Company. Defendant Gumming is one of the four members of
WilTel's board of directors designated to the board by defendant Leucadia
pursuant to the Stockholders Agreement dated October 15, 2002.

     10. Defendant Alan J. Hirschfield is, and at all times herein relevant has
been, a Director of the Company. Defendant Hirschfield is one of the four
members of WilTel's board of directors designated to the board by defendant
Leucadia pursuant to the Stockholders Agreement dated October 15, 2002.

     11. Defendant Jeffrey C. Keil is, and at all times herein relevant has
been, a Director of the Company. Defendant Keil is one of the four members of
WilTel' s board of directors designated to the board by defendant Leucadia
pursuant to the Stockholders Agreement dated October 15, 2002.

     12. Defendant Joseph S. Steinberg is, and at all times herein relevant has
been, a Director of the Company. Defendant Steinberg is one of the four members
of WilTel's board of directors designated to the board by defendant Leucadia
pursuant to the Stockholders Agreement dated October 15, 2002.

     13. Defendant J. Patrick Collins is, and at all times herein relevant has
been, a Director of the Company. Defendant Collins is one of the four members of
WilTel's board of directors designated to the board by the Official Committee
of Unsecured Creditors of WCG.


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             Complaint for Breach of Fiduciary Duty and Self-Dealing




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     14. Defendant William H. Cunningham is, and at all times herein relevant
has been, a Director of the Company. Defendant Cunningham is one of the four
members of WilTel's board of directors designated to the board by the Official
Committee of Unsecured Creditors of WCG.

     15. Defendant Michael Diament is, and at all times herein relevant has
been, a Director of the Company. Defendant Diament is one of the four members of
WilTel's board of directors designated to the board by the Official Committee of
Unsecured Creditors of WCG.

     16. Defendant Michael P. Ressner is, and at all times herein relevant has
been, a Director of the Company. Defendant Ressner is one of the four members of
WilTel's board of directors designated to the board by the Official Committee of
Unsecured Creditors of WCG.

     17. Defendant Leucadia is a New York investment company, formerly known as
Talcott National Corp. Defendant Leucadia owns approximately 47% of the
outstanding shares of WilTel's common stock. Leucadia is incorporated and
headquartered in New York.

     18. The defendants named in [p][p] 8-l6 are sometimes collectively referred
to herein as the Individual Defendants."

     19. The Individual Defendants as officers and/or directors of WilTel have a
fiduciary relationship and responsibility to plaintiff and the other common
public stockholders of WilTel and owe to plaintiff and the other class members
the highest obligations of good faith, loyalty, fair dealing, due care and
candor. Defendants WilTel and Leucadia have aided and abetted the Individual
Defendants in their breaches of fiduciary duties.

     20. By virtue of their positions as directors and/or officers of WilTel,
the Individual Defendants have, and at all relevant times had, the power to
control and influence, and did control and influence and cause WilTel to engage
in the practices complained of herein.

     21. Each defendant herein is sued individually as a conspirator and aider
and abettor, as well as in the case of the Individual Defendants, in their
capacity as a director of WilTel, and the liability of each arises from the fact
that each engaged in and/or aided and abetted all or part of the unlawful acts,
plans or transactions complained of herein.


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             Complaint for Breach of Fiduciary Duty and Self-Dealing




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                            CLASS ACTION ALLEGATIONS

     22. Plaintiff brings this action individually on his own behalf and as a
Class action, on behalf of all stockholders of WilTel (except Defendants herein,
and any person, firm, trust, corporation, or other entity related to or
affiliated with any of the Defendants) and their successors in interest, who are
or will be threatened with injury arising from Defendants' actions as more fully
described herein (the "Class").

     23. This action is properly maintained as a Class action.

     24. The Class is so numerous that joinder of all members is impracticable.
As of April 30, 2003, there were approximately 50 million shares of WilTel
common stock outstanding. The disposition of their claims in a Class action will
be of benefit to the parties and the Court. The record holders of WilTel's
common stock can be easily determined from the stock transfer journals
maintained by WilTel or its agents.

     25. A Class action is superior to other methods for the fair and efficient
adjudication of the claims herein asserted, and no unusual difficulties are
likely to be encountered in the management of this action as a Class action.

     26. There is a well-defined community of interests in the questions of law
and fact involved affecting the members of the Class. Among the questions of law
and fact which are common to the Class, which predominate over questions
affecting any individual Class member are, inter alia, the following:

          a.   whether the Proposed Transaction is potentially beneficial to the
               public stockholders of WilTel;

          b.   whether Defendants will give due consideration to the Proposed
               Transaction;

          c.   whether Defendants willfully and wrongfully failed or refused to
               obtain or attempt to obtain other potential offers for WilTel;


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             Complaint for Breach of Fiduciary Duty and Self-Dealing




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          d.   whether Defendants have willfully and wrongfully actively
               attempted to dissuade and interfere with the ability of the
               Company to attract potential suitors for WilTel;

          e.   whether Defendants have breached or aided and abetted the breach
               of the fiduciary and other common law duties owed by them to
               Plaintiff and the other members of the Class; and

          f.   whether Plaintiff and the other members of the Class have been
               damaged and what is the proper measure of damages.

     27. Plaintiff is a member of the Class and is committed to prosecuting this
action. He has retained competent counsel experienced in litigation of this
nature. Plaintiff's claims are typical of the claims of the other members of the
Class and Plaintiff has the same interests as the other members of the Class.
Plaintiff does not have interests antagonistic to or in conflict with those he
seeks to represent. Plaintiff is an adequate representative of the Class.

     28. The likelihood of individual Class members prosecuting separate
individual actions is remote due to the relatively small loss suffered by each
Class member as compared to the burden and expense of prosecuting litigation of
this nature and magnitude. Absent a Class action, the Defendants are likely to
avoid liability for their wrongdoing, and Class members are unlikely to obtain
redress for their wrongs alleged herein. This Court is an appropriate forum for
this dispute.

                               FACTUAL BACKGROUND

     29. On October 16, 2002, WCG announced that it had has completed its
financial restructuring and emerged from Chapter 11 proceedings as WilTel.

     30. Under the Plan of Reorganization, as approved by the United States
Bankruptcy Court for the Southern District of New York on September 30, 2002,
the Company emerged with a new $375 million credit facility and no other
substantial debt obligations other than those


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             Complaint for Breach of Fiduciary Duty and Self-Dealing




<PAGE>

related to its headquarters building. More importantly, existing shares of WCG
were canceled, and the Company issued the outstanding 50 million WilTel shares.

     31. As part of the restructuring, Leucadia invested $150 million in the
Company and purchased the claims of The Williams Companies for $180 million,

     32. Common shares of WilTel trade on Nasdaq National Market under the
ticker symbol "WTEL." The first shares were publicly traded on November 26,
2002.

                       DEFENDANTS BREACH OF FIDUCIARY DUTY

     33. On May 15, 2003, Leucadia announced the Proposed Transaction, wherein
Leucadia would acquire the approximately 53% of WilTel shares outstanding which
Leucadia does not own.

     34. According to the letter Sent to WilTel's board of directors and filed
with the Securities and Exchange Commission ("SEC") on May 15, 2003, the
Proposed Transaction is a Permitted Investor Tender Offer negotiated as part of
the 2002 Stockholders Agreement between WilTel and Leucadia. Leucadia will
commence the Proposed Transaction as a registered exchange offer. The Proposed
Transaction will have a non-waivable condition that the holders of at least a
majority of the shares that are not beneficially owned by Leucadia have tendered
and not withdrawn their shares. If Leucadia is able to acquire 90% or more of
the outstanding WilTel shares, Leucadia intends to effect a backend merger at
the same terms as offered in the Proposed Transaction.

     35. If the transaction is consummated, and all the publicly held WilTel
shares are acquired by Leucadia, the former stockholders of WilTel will own
approximately 13.6% of Leucadia.

     36. By reason of the Individual Defendants' positions with WilTel and
Leucadia, the Individual Defendants axe in possession of non-public information
concerning the financial conditions and prospects of both companies and are
duty-bound to maximize the shareholder value of the minority shareholders. The
Individual Defendants have clear and material conflicts


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             Complaint for Breach of Fiduciary Duty and Self-Dealing




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of interest and their primary reason for effecting the buyout is to better the
interests of Leucadia and/or themselves at the expense of WilTel's public
shareholders.

     37. Each of the Board members identified herein have irremediable conflicts
of interest and cannot be expected to act in the best interest of WilTel's
minority public stockholders in connection with this proposed buyout.

     38. The purpose of the Proposed Transaction is to enable Leucadia to gain
control of the approximate 53% of its shares owned by the Class, and avoid
having the shares fall in the possession of hostile parties.

     39. Defendants, and each of them, have aided and abetted Leucadia in its
breach of fiduciary duty by, infer alia:

          a.   using confidential proprietary corporate information to analyze
               and prepare Leucadia's takeover plan;

          b.   attempting to acquire the Company for less than fair value;

          c.   planning the Proposed Transaction to take advantage of the lack
               of full disclosure of all material facts to the Company's
               shareholders; and

          d.   attempting to lock-out other potential bidders by timing and
               structuring the transaction in a manner to make other bids more
               difficult and unlikely to occur.

     40. The proposed buyout is wrongful, unfair and harmful to WilTel's
minority public stockholders, and represents an effort by the defendants to
aggrandize their own financial positions and interests at the expense of and to
the detriment of class members. The buyout is an attempt to deny plaintiff and
the other members of the Class the true value of WilTel's valuable assets and
future growth in profits and earnings, while usurping the same for the benefit
of Leucadia and its shareholders.

     41. As a result of defendants' unlawful actions, plaintiff and the other
members of the Class will be damaged in that they will not receive their fair
portion of the value of WilTel's


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             Complaint for Breach of Fiduciary Duty and Self-Dealing




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assets and business and will be prevented from obtaining the real value of their
equity investment in WilTel.

     42. There is a well-defined community of interest in the questions of law
and fact 6 involved affecting the parties to be represented. Questions of fact
common to the class include, infer alia, whether the Individual Defendants and
Leucadia breached or axe breaching or threatening to breach their fiduciary
duties by:

          a.   allowing Leucadia to use confidential proprietary information
               belonging to the Company to analyze, prepare and consummate
               Leucadia's plan to takeover the Company;

          b.   attempting to takeover the Company for less than fair value;

          c.   failing to encourage or permit competing bids from other bidders
               operating with the same advantages as Leucadia, including, but
               not limited to the same access to confidential corporate
               information for the purposed of the analysis and preparation of
               competing bids;

          d.   failing to make full disclosure of all material facts to the
               Company's shareholders regarding the plans for the acquisition
               transaction; and

          e.   failing to take other steps to ensure the highest possible price
               is obtained, without showing favor to Leucadia.

     43. Defendant Leucadia has utilized confidential proprietary corporate
information to analyze and prepare its acquisition plan, which information is
not and has not been available to any other potential persons who may be
interested in acquiring the Company or its assets. In addition, Leucadia has
used its insider position and control of the Company to discourage attempts to
acquire, merge or take over WilTel by other business entities willing to pay a
higher price or offer more favorable terms to the shareholders.

     44. Having positioned the Company and its stock price in the manner set
forth above, defendant Leucadia stands to realize millions of dollars of value
which actually belong to the


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             Complaint for Breach of Fiduciary Duty and Self-Dealing




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public shareholders of the Company by acquiring control of the Company at an
artificially low price, without a full and fair auction of the Company.

     45. In light of the foregoing, plaintiff demands that the Individual
Defendants and Leucadia, as their fiduciary obligations require, immediately:

          (1)  Undertake an independent evaluation of WilTel's worth as an
               acquisition candidate.

          (2)  Undertake an independent evaluation of WilTel's worth as an
               investment candidate.

          (3)  Retain independent advisors and appoint a truly independent
               committee so that the interests of WilTel's minority public
               stockholders will be protected and the Leucadia offer will be
               considered and negotiated in the interest of WilTel's public
               stockholders.

          (4)  Adequately ensure that no conflicts of interest exist between
               defendants' own interests and their fiduciary obligation to
               maximize stockholder value or, if such conflicts exist, to ensure
               that all conflicts be resolved in the best interests of WilTel's
               public stockholders.

          (5)  If an acquisition transaction is to go forward, require that it
               be approved by a majority of WilTel's minority stockholders.

     46. As a result of the defendants' failure to take such steps to date,
plaintiff and the other members of the Class have been and will be damaged in
that they have not and will not receive the fair value of WilTel's assets and
business, and have been and will be prevented from obtaining a fair price for
their minority interest.

     47. Defendants are engaging in self dealing, are not acting in good faith
toward plaintiff and the other members of the Class, and have breached and are
breaching their fiduciary duties to the members of the Class.

     48. As a result of the defendants' unlawful actions, plaintiff and the
other members of the Class will be irreparably harmed in that they will not
receive fair value for WilTel's assets and business and will be prevented from
obtaining the real value of their equity ownership in WilTel. Unless the
proposed acquisition is enjoined by the Court, defendants will continue to


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             Complaint for Breach of Fiduciary Duty and Self-Dealing




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breach their fiduciary duties owed to plaintiff and the members of the Class,
will not engage in arm's-length negotiations on the acquisition terms, and will
not supply to WilTel's minority stockholders sufficient information to enable
them to cast informed votes on the proposed acquisition and may consummate the
proposed acquisition, all to the irreparable harm of the members of the Class.

     49. Plaintiff and the other members of the Class have no adequate remedy at
law.

                                PRAYER FOR RELIEF

     WHEREFORE, plaintiff prays for judgment and relief as follows:

     1.   Ordering that this action may be maintained as a class action and
          certifying plaintiff as the Class representative;

     2.   Declaring that defendants have breached and/or are aiding and abetting
          breaches of fiduciary and other duties to plaintiff and the other
          members of the Class;

     3.   Entering an order requiring defendants to take the steps set forth
          herein;

     4.   Preliminarily and permanently enjoining the defendants and their
          counsel, agents employees and all persons acting under, in concert
          with, or for them, from proceeding with, consummating or closing the
          proposed transaction;

     5.   In the event the squeeze out is consummated, rescinding it and setting
          it aside;

     6.   Awarding compensatory damages against defendants, individually and
          severally, as the facts may justify, in an amount to be determined at
          trial, together with prejudgment interest thereon at the maximum rate
          allowed by law from date of judicial demand until paid;

     7.   Awarding costs and disbursements, including plaintiff's counsel's fees
          and experts' fees; and

     8.   Granting such other and further relief as the Court may deem just and
          proper.


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             Complaint for Breach of Fiduciary Duty and Self-Dealing




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                                   JURY DEMAND

     Plaintiff demands a trial by jury.

Dated: May 16, 2003

                                       ALBRIGHT, STODDARD, WARNICK & ALBRIGHT


                                       By: \s\ Mark Albright
                                          --------------------------------------
                                          Mark Albright
                                          801 S. Rancho Drive
                                          Quail Park Suite D-4
                                          Las Vegas, NV 89106
                                          Tel: (702) 384-7111
                                          Fax: (702) 384-0605

                                          Michael D. Braun
                                          Patrice L. Bishop
                                          STULL, STULL & BRODY
                                          10940 Wilshire Boulevard, Suite 2300
                                          Los Angeles, CA 90024
                                          Tel: (310) 209-2468
                                          Fax: (310) 209-2087

                                          Jules Brody
                                          STULL, STULL & BRODY
                                          6 East 45th Street
                                          New York, NY 10017
                                          Tel: (212) 687-7230
                                          Fax: (212) 490-2022

                                          Attorneys for Plaintiff


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             Complaint for Breach of Fiduciary Duty and Self-Dealing




                         STATEMENT OF DIFFERENCES
                         ------------------------

The paragraph symbol shall be expressed as.............................. [p]



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