<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>17
<FILENAME>ex99-14.txt
<DESCRIPTION>EXHIBIT 99(14)
<TEXT>


<PAGE>

                                                                  EXHIBIT 99(14)

AMC
G. Mark Albright, Esq.
Nevada Bar Number 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
Attorneys for Plaintiff

                                 DISTRICT COURT

                              CLARK COUNTY, NEVADA

Kathleen Guerra, on Behalf of Herself and All   ) CASE NO.: A467738
Others Similarly Situated,                      )
                                                )
                          Plaintiff             )
                                                )
                  v.                            )
                                                )
WILTEL COMMUNICATIONS GROUP, INC.,              )
JEFF K. STOREY, IAN M. CUMMING, ALAN            )
J. HIRSCHFIELD, JEFFREY C. KEIL, JOSEPH         )
S. STEINBERG, J. PATRICK COLLINS,               )
WILLIAM H. CUNNINGHAM, MICHAEL                  )
DIAMENT, MICHAEL P. RESSNER, and                )
LEUCADIA NATIONAL CORP., Inclusive,             )
                                                )
                          Defendants            )
                                                )
------------------------------------------------

               SHAREHOLDERS' FIRST AMENDED CLASS ACTION COMPLAINT

     Plaintiff, by her attorneys, for her first amended complaint against
defendants, alleges upon personal knowledge with respect to paragraph 2, and
upon information and belief based, inter alia, upon the investigation of
counsel, as to all other allegations herein, as follows:





<PAGE>

                              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") to
enjoin the proposed acquisition of the publicly owned shares of WilTel's common
stock by its controlling shareholder, defendant Leucadia National Corporation
("Leucadia").

                                   THE PARTIES

     2. Plaintiff has been the owner of the common stock of the Company since
prior to the transaction herein complained of and continuously to date.

     3. Defendant WilTel is a corporation duly organized and existing under the
laws of the State of Nevada, with its principal offices located at One
Technology Center, Tulsa, OK 74103. WilTel, formerly Williams Communications
Group, Inc., delivers voice, data, video, and IP (Internet Protocol) services
for worldwide telecommunications carriers, Internet service providers and global
media and entertainment companies. The Company offers a network infrastructure
that connects 115 network centers in key United States Markets and five
continents. As of April 30, 2003, the Company had over 50 million shares
outstanding.

     4. Defendant Leucadia is a corporation duly organized and existing under
the laws of New York, with its principal executive offices locates at 315 Park
Avenue South, New York, NY 10010. Leucadia is a diversified holding company
engaged in a variety of businesses, including telecommunications, banking,
lending, manufacturing, real estate, winery operations, property and casualty
reinsurance and the development of a copper mine. Leucadia, owns approximately
47% of the Company's outstanding common stock.


                                       2




<PAGE>

     5. Defendant Jeff K. Storey is and has been at all relevant times
President, CEO and a director of the Company.

     6. Defendant Patrick J. Collins is and has been at all relevant times a
director of the Company.

     7. Defendant Ian M. Cumming is and has been at all relevant times Chairman
of the Board of Directors of the Company. He is also Chairman of the Board of
Leucadia.

     8. Defendant Joseph S. Steinberg is and has been at all relevant times a
director of the Company. He is also a director of Leucadia.

     9. Defendants William H. Cunningham, Michael Diament, Alan J. Hirschfield,
Jeffrey C. Keil, and Michael P. Ressner are and have been at all relevant times
directors of the Company.

     10. The defendants named in paragraphs 5 through 9 (the "Individual
Defendants") are in a fiduciary relationship with plaintiff and the other public
stockholders of WilTel, and owe them the highest obligations of good faith and
fair dealing.

     11. Defendant Leucadia, through its approximately 47% ownership of WilTel
and having persons affiliated with on WilTel's board, has effective and working
control of WilTel. As such, defendant Leucadia is in a fiduciary relationship
with plaintiff and the other public stockholders of WilTel and owes them the
highest obligations of good faith and fair dealing.


                                       3




<PAGE>

                            CLASS ACTION ALLEGATIONS

     12. Plaintiff brings this action on her own behalf and as a class action on
behalf of all WilTel stockholders (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.

     13. This action is properly maintainable as a class action.

     14. The class of stockholders for whose benefit this action is brought is
so numerous that joinder of all Class members is impracticable. As of April 30,
2003, there were approximately 50 million shares of WilTel Common Stock
outstanding.

     15. There are questions of law and fact which are common to the Class
including, inter alia, the following:

          (a) whether the Individual Defendants have breached their fiduciary
and other common law duties owed by them to plaintiff and the members of the
Class;

          (b) whether plaintiff and the other members of the Class will be
damaged irreparably by defendants' failure to take action designed to obtain the
best value for the public shareholders' interest in WilTel.

     16. Plaintiff is committed to prosecuting this action and has retained
competent counsel experienced in litigation of this nature. The claims of
plaintiff 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. Accordingly,
plaintiff will fairly and adequately represent the Class.


                                       4




<PAGE>

     17. The prosecution of separate actions by individual members of the Class
would create a risk of inconsistent or varying adjudications with respect to
individual members of the Class and establish incompatible standards of conduct
for the party opposing the Class.

     18. Defendants have acted and are about to act on grounds generally
applicable to the Class, thereby making appropriate final injunctive relief with
respect to the Class as a whole.

                             SUBSTANTIVE ALLEGATIONS

     19. On May 15, 2003, it was announced that Leucadia offered to acquire all
of the outstanding shares of WilTel, it does not already own, for 0.3565 shares
of Leucadia common for each WilTel share owned by the public shareholders
("Initial Offer").

     20. On July 29, 2003, Leucadia announced that it was withdrawing the
Initial Offer.

     21. On August 7, 2003, Leucadia announced a revised offer to acquire all of
the outstanding shares of WilTel, it does not already own ("Revised Offer").
Pursuant to the Revised Offer, Leucadia offered the WilTel Board the choice of
one of the following alternative transactions:

          (a) If WilTel's independent directors agree to let the offer go
forward and not oppose the offer, Leucadia would offer 0.3672 of its common
shares for each share of WilTel common stock. If Leucadia were to acquire 90% or
more of the outstanding WilTel shares, Leucadia would effect a backend merger
for the same consideration as offered in the exchange offer. At this exchange
ratio, if all of the


                                       5




<PAGE>

publicly held WilTel shares are acquired by Leucadia, the former public
stockholders of WilTel would own approximately 13.9% of Leucadia's shares; or

          (b) Under the second option, if WilTel agreed to a merger, Leucadia
would offer 0.3934 of a Leucadia common share in exchange for each share of
WilTel common stock. At this exchange ratio, if all of the publicly held WilTel
shares are acquired by Leucadia, the former public stockholders of WilTel would
own approximately 14.8% of Leucadia's shares.

     22. Leucadia demanded that the WilTel bid respond to this offer by August
12, 2003, or it would deem the offer declined and it would consider or pursue
other methods to acquire the outstanding shares of WilTel it did not already
own.

     23. The consideration to be paid to Class members in the Revised Offer is
unconscionable, unfair and grossly inadequate because, among other things: (a)
the intrinsic value of WilTel's common stock is materially in excess of the
amount offered for those securities in the proposed acquisition given the
stock's current trading price and the Company's prospects for future growth and
earnings; (b) the consideration per share is inadequate and offers and
inadequate premium to the public stockholders of WilTel; and (c) the per share
price is not the result of arm's-length negotiations but was fixed arbitrarily
by Leucadia to "cap" the market price of WilTel stock, as part of a plan for
defendants to obtain complete ownership of WilTel assets and businesses at the
lowest possible price.

     24. Leucadia timed its offer to take advantage of the decline in the market
price of WilTel's stock. The Revised Offer has the effect of capping the market
for


                                       6




<PAGE>

WilTel's stock to facilitate Leucadia's plan to obtain the public interest in
WilTel as cheaply as possible.

     25. Under the circumstances, the Individual Defendants are obligated to
explore all alternatives to maximize shareholder value.

     26. The defendants have breached their duty of loyalty to WilTel
stockholders by using their control of WilTel to force plaintiff and the Class
to sell their equity interest in WilTel at an unfair price, and deprive WilTel's
public shareholders of maximum value to which they are entitled. The Individual
Defendants have also breached the duties of loyalty and due care by not taking
adequate measures to ensure that the interests of WilTel's public shareholders
are properly protected from overreaching. Leucadia has breached its fiduciary
duties, which arise from its effective control of WilTel, by using such
effective control for its own benefit.

     27. The terms of the transaction are grossly unfair to the Class, and the
unfairness is compounded by the gross disparity between the knowledge and
information possessed by defendants by virtue of their positions of control of
WilTel and that possessed by WilTel's public shareholders. The gross unfairness
of the terms are further exacerbated by the fact that Leucadia has publicly
stated that it has no intent to sell the shares of WilTel that it currently owns
to prevent the WilTel Board from shopping the Company to determine the true
market value of the Company and to discourage any possible suitors from
expressing an interest in the Company or for making a bid for the Company at
prices and terms that would we fair, just and reasonable to WilTel public
shareholders. Leucadia further set an arbitrary and capricious deadline on the
Revised Offer that was inadequate to prevent the WilTel Board from having an
adequate


                                       7




<PAGE>

opportunity to evaluate the Revised Offer. Defendants' scheme and intent is to
take advantage of this disparity and to induce the Class to relinquish their
shares in the acquisition at an unfair price on the basis of incomplete or
inadequate information.

     28. Plaintiff and the class have suffered and will suffer irreparable
injury unless defendants are enjoined from breaching their fiduciary duties and
from carrying out the aforesaid plan and scheme.

     29. Plaintiff has no adequate remedy at law.

          WHEREFORE, plaintiff demands judgment as follows:

          1. For an order declaring this to be a proper class action and
certifying Plaintiff as class representative.

          2. For an order enjoining, preliminarily and permanently, the
acquisition under the terms presently proposed.

          3. To the extent, if any, that the transaction complained of is
consummated prior to the entry of this Court's final judgment, rescinding the
same or awarding, inter alia, rescissory damages to the Class.

          4. For an order directing that defendants account to plaintiff and the
Class for all damages caused to them and account for all profits and any special
benefits obtained by defendants as a result of their unlawful conduct.

          5. Judgment awarding to plaintiff the costs and disbursements of this
action, including a reasonable allowance for the fees and expenses of
plaintiff's attorneys and experts; and


                                       8



<PAGE>

          6. Such other and further relief as the Court deems appropriate.

Dated: August 8, 2003

                                          ALBRIGHT, STODDARD, WARNICK & PALMER


                                          By: \s\  Mark Albright
                                              ----------------------------------
                                              G. Mark Albright, Esq.
                                              801 South Rancho Drive
                                              Quail Park I, Building D-4
                                              Las Vegas, Nevada 89106


OF COUNSEL:
FARUQI & FARUQI, LLP
320 East 39th Street
New York, New York 10016
(212) 983-9330


                                       9




<PAGE>

                             CERTIFICATE OF MAILING

     I hereby certify that on this ____ day of August, 2003, I mailed a true and
correct copy of the foregoing postage prepaid and addressed to the following:

FARUQI & FARUQI, LLP
320 East 39th Street
New York, New York 10016

Kristy Wheeler, Esq.
MORRIS, PICKERING & SANNER
900 Bank of America Plaza
300 South Fourth Street
Las Vegas, Nevada 89101
Attorneys for Defendant
Leucadia National Corporation

Dennis L. Kennedy, Esq.
LIONEL, SAWYER & COLLINS
1700 Bank of America Plaza
300 South Fourth Street
Las Vegas, Nevada 89101
Attorneys for Defendants
WilTel Communications Group
and Jeff K. Storey


                                                \s\  Brandi Cassady
                                          --------------------------------------
                                          An Employee of Albright, Stoddard,
                                          Warnick & Albright


                                       10




<PAGE>

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

district court

clark county, nevada

--------------------------------------------------------------------------------
Kathleen Guerra,                                        )
--------------------------------------------------------------------------------
                                                        ) Case No.: A467738
--------------------------------------------------------------------------------
                           Plaintiff,                   ) Dept. No.: I
--------------------------------------------------------------------------------
                                                        )
--------------------------------------------------------------------------------
         -against-                                      )
--------------------------------------------------------------------------------
                                                        )
--------------------------------------------------------------------------------
WilTel Communications Group, Inc., Jeff K.              )
--------------------------------------------------------------------------------
Storey, John Patrick Collins, Ian M. Cumming,           )
--------------------------------------------------------------------------------
Joseph S. Steinberg, William H. Cunningham,             )
--------------------------------------------------------------------------------
Michael Diament, Alan J. Hirschfield,                   )
--------------------------------------------------------------------------------
Jeffrey C. Keil, Michael P. Ressner and                 )
--------------------------------------------------------------------------------
Leucadia National Corporation,                          )
--------------------------------------------------------------------------------
                                                        )
--------------------------------------------------------------------------------
                           Defendants.                  )
--------------------------------------------------------------------------------
                                                        )
--------------------------------------------------------------------------------

                      SHAREHOLDER'S CLASS ACTION COMPLAINT

     Plaintiff, by his attorneys, for his complaint against defendants, alleges
upon personal knowledge with respect to paragraph 2, and upon information and
belief based, inter alia, upon the investigation of counsel, as to all other
allegations herein, 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") to




<PAGE>

enjoin the proposed acquisition of the publicly owned shares of WilTel's common
stock by its controlling shareholder, defendant Leucadia National Corporation
("Leucadia").

                                   THE PARTIES

          2. Plaintiff has been the owner of the common stock of the Company
since prior to the transaction herein complained of and continuously to date.

          3. Defendant WilTel is a corporation duly organized and existing
under the laws of the State of Nevada.

          4. Defendant WilTel is a corporation duly organized and existing
under the laws of New York. Leucadia, owns approximately 47% of the Company's
outstanding common stock.

          5. Defendant Jeff K. Storey is President, CEO and a director of the
Company.

          6. Defendant John Patrick Collins is a director of the Company.

          7. Defendant Ian M. Cumming is chairman of the Board of Directors of
the Company. He is also Chairman of the Board of Leucadia.

          8. Defendant Joseph S. Steinberg is a director of the Company. He is
also a director of Leucadia.

          9. Defendants William H. Cunningham, Michael Diament, Alan J.
Hirschfield, Jeffrey C. Keil, and Michael P. Ressner are directors of the
Company.

         10. The defendants named in paragraphs 5 through 9 (the "Individual
Defendants") are in a fiduciary relationship with plaintiff and the other public
stockholders of WilTel and owe them the highest obligations of good faith and
fair dealing.


                                       2




<PAGE>

          11. Defendant Leucadia, through its approximately 57% ownership of
WilTel and having persons affiliated with on WilTel's board, has effective and
working control of WilTel. As such, defendant Leucadia is in a fiduciary
relationship with plaintiff and the other public stockholders of WilTel and owes
them the highest obligations of good faith and fair dealing.

                            CLASS ACTION ALLEGATIONS

          12. Plaintiff brings this action on his own behalf and as a class
action on behalf of all WilTel stockholders (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.

          13. This action is properly maintainable as a class action.

          14. The class of stockholders for whose benefit this action is brought
is so numerous that joinder of all Class members is impracticable.

          15. There are questions of law and fact which are common to the Class
including, inter alia, the following:

               (a) whether the Individual Defendants have breached their
fiduciary and other common law duties owed by them to plaintiff and the members
of the Class;

               (b) whether plaintiff and the other members of the Class will be
damaged irreparably by defendants' failure to take action designed to obtain the
best value for the public shareholders' interest in WilTel.

          16. Plaintiff is committed to prosecuting this action and has retained
competent counsel experienced in litigation of this nature. The claims of
plaintiff are


                                       3




<PAGE>

typical of the claims of the other members of the Class and plaintiff has the
same interests as the other members of the Class. Accordingly, plaintiff will
fairly and adequately represent the Class.

          17. The prosecution of separate actions by individual members of the
Class would create a risk of inconsistent or varying adjudications with respect
to individual members of the Class and establish incompatible standards of
conduct for the party opposing the Class.

          18. Defendants have acted and are about to act on grounds generally
applicable to the Class, thereby making appropriate final injunctive relief with
respect to the Class as a whole.

                            SUBSTANTIVE ALLEGATIONS

          19. On May 15, 2003, it was announced that Leucadia offered to acquire
all of the outstanding shares of WilTel, it does not already own, for 0.3565
shares of Leucadia common for each WilTel share owned by the public
shareholders. The offer represents a value of approximately $365 million for
WilTel.

          20. The consideration to be paid to Class members in the transaction
is unconscionable and unfair and grossly inadequate because, among other things,
the intrinsic value of WilTel's common stock is materially in excess of the
amount offered for those securities in the proposed acquisition given the
stock's current trading price and the Company's prospects for future growth and
earnings.

          21. Leucadia times its offer to take advantage of the decline in the
market price of WilTel's stock. The offer has the effect of capping the market
for WilTel as cheaply as possible.


                                       4




<PAGE>

          22. Under the circumstances, the Individual Defendants are obligated
to explore all alternatives to maximize shareholder value.

          23. The defendants have breached their duty of loyalty to WilTel
stockholders by using their control of WilTel to force plaintiff and the Class
to sell their equity interest in WilTel at an unfair price, and deprive WilTel's
public shareholders of maximum value to which they are entitled. The Individual
Defendants have also breached the duties of loyalty and due care by not taking
adequate measures to ensure that the interests of WilTel's public shareholders
are properly protected from overreaching. Leucadia has breached its fiduciary
duties, which arise from its effective control of WilTel, by using such
effective control for its own benefit.

          24. The terms of the transaction are grossly unfair to the Class, and
the unfairness is compounded by the gross disparity between the knowledge and
information possessed by defendants by virtue of their positions of control of
WilTel and that possessed by WilTel's public shareholders. Defendants' scheme
and intent is to take advantage of this disparity and to induce the Class to
relinquish their shares in the acquisition at an unfair price on the basis of
incomplete or inadequate information.

          25. Plaintiff has no adequate remedy at law.

          WHEREFORE, plaintiff demands judgment as follows:

          A. declaring this to be a proper class action;

          B. enjoining, preliminarily and permanently, the acquisition under
the terms presently proposed;

          C. to the extent, if any, that the transaction complained of is
consummated prior to the entry of this Court's final judgment, rescinding the
same or awarding rescissory damages to the Class;


                                       5




<PAGE>

          D. directing that defendants account to plaintiff and the Class for
all damages caused to them and account for all profits and any special benefits
obtained by defendants as a result of their unlawful conduct;

          E. awarding to plaintiff the costs and disbursements of this action,
including a reasonable allowance for the fees and expenses of plaintiff's
attorneys and experts; and

          F. granting such other and further relief as the Court deems
appropriate.

Dated: May 15, 2003

                                          Albright, Stoddard, Warnick
                                          & Palmer, P.C.


                                          By: \s\ Mark Albright
                                              ----------------------------------
                                          G. Mark Albright, Esq.
                                          801 South Ranco Drive
                                          Quail Park I, Building D-4
                                          Las Vegas, Nevada 89106


OF COUNSEL:

FARUQUI & FARUQI, LLP
320 East 39th Street
New York, New York  10016
(212) 983-9330


                                       6





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