<PAGE>

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                  FORM 10-K/A
                                AMENDMENT NO. 1

(Mark One)
[X]  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the fiscal year ended December 31, 1999

                                      OR

[_]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934 for the transition period from __ to ___

                       Commission file number: 000-25015

                        WORLDPORT COMMUNICATIONS, INC.
            (Exact name of registrant as specified in its charter)

              Delaware                                  84-1127336
  (State or other jurisdiction of                    (I.R.S. Employer
   incorporation or organization)                   Identification No.)

               975 Weiland Road, Buffalo Grove, Illinois  60089
                   (Address of principal executive offices)

                                (847) 229-8200
             (Registrant's telephone number, including area code)

                           ------------------------

          Securities registered pursuant to Section 12(b) of the Act:

                                            Names of each exchange
                Title of Each Class          on which registered
                -------------------          -------------------
                      None                           None

          Securities registered pursuant to Section 12(g) of the Act:

                       Common Shares, $0.0001 Par Value

                           ------------------------

Indicate by check mark whether the Registrant (l) has filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X]  No  [_]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]
<PAGE>

                             PURPOSE OF AMENDMENT

The registrant has determined to furnish the information required in Part III of
its Annual Report on Form 10-K for the fiscal year ended December 31, 1999
rather than to incorporate it by reference to information to be contained in the
registrant's definitive proxy statement. The registrant hereby amends Part III
of the Annual Report on Form 10-K as follows to include the information required
by Part III.

                                   PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Our directors and executive officers, as of May 30, 2000, are as follows:


Name                               Age         Principal Position
-----                              ---         ------------------

Michael E. Heisley, Sr.             63         Chairman of Board, Chief
                                                Executive Officer and President
Stanley H. Meadows                  55         Director
Andrew G. C. Sage II                74         Director
Peter A. Howley                     60         Director
John T. Hanson                      42         Chief Financial Officer
James L. Martin                     45         Chief Technology Officer
David Hickey                        39         Vice President -
                                                Corporate Development


Michael E. Heisley, Sr.

Michael E. Heisley, Sr., 63, has been a member of the Board of Directors since
December 1998. Mr. Heisley has been the Manager, President and Chief Executive
Officer of The Heico Companies, LLC ("Heico"), a holding company in Chicago,
Illinois which acquires or invests in and operates a diverse group of
businesses, since its formation in 1988 and also serves as the Chief Executive
Officer of various of Heico's subsidiaries. Mr. Heisley is a director of
Robertson-Ceco Corporation, Tom's Foods Inc. and nutrisystem.com, Inc. Mr.
Heisley received a bachelor's degree in business administration from Georgetown
University.

Stanley H. Meadows

Stanley H. Meadows, 55, has been a member of the Board of Directors since
December 1998. Mr. Meadows has been General Counsel of Heico since February 1998
and is a partner at the law firm of McDermott, Will & Emery, where he has
practiced since 1970. Mr. Meadows is a director of Robertson-Ceco Corporation
and Tom's Foods, Inc. Mr. Meadows received a bachelor of science degree from the
University of Illinois and a law degree from the University of Chicago.

Andrew G. C. Sage II

Andrew G. C. Sage II, 74, has been a member of the Board of Directors since
April 1999. Mr. Sage has served as President of Sage Capital Corporation, a
general business and financial management corporation specializing in business
restructuring and problem solving, since 1993 and was the President and Chief
Executive Officer of Robertson Ceco Corporation, a metal buildings manufacturing
company, from November 1992 to December 1993. Mr. Sage held various positions
with Shearson Lehman Brothers, Inc. and its predecessors, Lehman Brothers and
Lehman Brothers Kuhn Loeb, Inc., since joining the investment bank in 1948,
including General Partner from 1960-1970, President from 1970-1973, Vice
Chairman from 1973-1977, Managing Director from 1977-1987, and Senior Consultant
from 1987-1990. Since 1990, Mr. Sage has been a consultant in general business
and financial management. Mr. Sage is a director of American Superconductor
Corporation and Tom's Foods, Inc., and is currently the Chairman of the Board of
Robertson-Ceco Corporation.

                                       2
<PAGE>

Peter A. Howley

Peter A. Howley, 60, has been a member of our Board of Directors since August,
1997. From May, 1994 to the present, Mr. Howley has been a private investor,
advisor and board member of several early stage companies. From 1985 until May
1994, Mr. Howley served as Chairman, Chief Executive Officer and President of
Centex Telemanagement, Inc., a U.S. company specializing in the outsourcing of
telecommunications management for small to medium-sized businesses. Mr. Howley
also currently serves on the board of Exodus Communications, Inc. Mr. Howley has
served on the NASDAQ Corporate Advisory Board, the American Business Conference
and the Independent Institute.

John T. Hanson

John T. Hanson, 42, has been our Chief Financial Officer since July 1999. From
August 1998 to July 1999, Mr. Hanson served as Vice President and Chief
Financial Officer for Millenium Rail, Inc., a railcar repair and maintenance
services company. Prior to that, from 1995 to 1998, Mr. Hanson was Vice
President and Chief Financial Officer for Wace USA, Inc., an international
provider of technology based solutions for the graphic arts industry.
Previously, for ten years, Mr. Hanson served as Vice President Finance and
Controller for Ameritech where he was responsible for building the Telephone
Industry Services business unit, which had sales of $600 million. Prior to
joining Ameritech, Mr. Hanson was chief financial officer for Illinois Bell
Communications, where he was responsible for re-engineering and restructuring.
Mr. Hanson received a Bachelors degree in Accounting from DePaul University and
a Masters degree in management from Northwestern University.

James L. Martin

James L. Martin, 45, has been our Chief Technology Officer since March 2000.
From September 1998 to March 2000, Mr. Martin served as Vice President of Web
Hosting and Sales Engineering for Cable and Wireless, a global
telecommunications company. Prior to that, from 1980 to September 1998, Mr.
Martin worked for MCIWorldcom (formerly known as MCI), a telecommunications
company, where he most recently served as Vice President of its Internet
Solution Center.

David Hickey

David Hickey, 39, joined us in June 1998 and currently serves as Vice President
- Corporate Development. From 1986 to June 1998, Mr. Hickey served as a
telecommunications consultant and founding director of Datanet Limited, an
independent international telecommunications consulting firm based in Dublin,
Ireland, advising corporate clients, including carriers and government agencies.
Mr. Hickey graduated with honors from the University College of Dublin with a
Bachelors degree in Electrical Engineering.

            Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's directors and officers, and persons who beneficially own
more than 10% of our common stock, to file with the Securities and Exchange
Commission ("SEC") reports of beneficial ownership and changes in beneficial
ownership of common stock and other equity securities of the Company. Officers,
directors and greater than 10% stockholders are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file.

     Based solely on the review of the copies of such reports furnished to the
Company or written representations that no other reports were required, the
Company believes that during the 1999 fiscal year all filing requirements
applicable to its officers, directors and greater than 10% beneficial owners
were complied with, except as follows: (1) A Form 3 and a Form 5 relating to a
grant of stock options were inadvertently filed late on Mr. Grivner's behalf,
(2) a Form 3 and a Form 5 relating to a grant of stock options were
inadvertently filed late on John T. Hanson's behalf, (3) a Form 3 and a Form 4
relating to three transactions were inadvertently filed late on Heico's behalf,
(4) a Form 4 relating to two transactions was not filed on Heico's behalf, (5)
all forms relating to such transactions for Heico were also inadvertently filed
late on behalf of Mr. Heisley who must report Heico's transactions due to his
beneficial ownership of Heico's shares, (6) a Form 3 was inadvertently filed
late on Mr. Meadows' behalf, (7) a Form 3 was inadvertently filed late on Mr.
Sage's behalf, (8) a Form 3 and a Form 4 reporting a single transaction were
inadvertently filed late on behalf of one of the Company's former directors,
Emily Heisley Stoeckel, (9) a

                                       3
<PAGE>

Form 3 and a Form 4 reporting a single transaction were inadvertently filed late
on Stephen Courter's behalf, (10) a Form 3 was inadvertently filed late on
behalf of one of the Company's former directors, Larry Geis, and (11) a Form 4
reporting a single transaction was inadvertently filed late on Donald C.
Hilbert, Jr.'s behalf.

ITEM 11. EXECUTIVE COMPENSATION

     The following summary compensation table sets forth information concerning
cash and non-cash compensation for services rendered during the fiscal years
ended December 31, 1999, 1998 and 1997 to (a) the two persons who served as
Chief Executive Officer of the Company during 1999, (b) the four highest paid
executive officers who were executive officers as of December 31, 1999 and (c)
certain other executive officers who would have been among the four highest paid
executive officers if they had been executive officers of the Company as of
December 31, 1999 (the "Named Executive Officers").

                          SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                       Annual Compensation                      Long-Term Compensation
                                                ----------------------------------          -----------------------------
                                                                                            Restricted       Securities
                                                                                                             ----------
Name and                                                                                      Stock          Underlying
                                                                                                             ----------
Principal Position                     Year     Salary        Bonus          Other           Award(s)        Options/SARs
------------------                     ----     ------        -----          -----           -------         ------------
<S>                                    <C>     <C>            <C>          <C>              <C>              <C>
+Carl J. Grivner(1)...............     1999    $259,690       $250,000       $100,000(2)           --           825,000(3)
   Former Chairman of the Board,       1998          --             --             --              --                --
   Chief Executive Officer and         1997          --             --             --              --                --
   President

John T. Hanson(4).................     1999    $108,537       $112,500             --              --           150,000
   Chief Financial Officer             1998          --             --             --              --                --
                                       1997          --             --             --              --                --

David Hickey(5)...................     1999    $154,708       $ 95,416       $ 24,753(6)       10,000(7)             --
   Vice President -                    1998    $ 33,632       $ 21,020       $  6,279              --           225,000
   Corporate Development               1997          --             --             --              --                --

+Stephen Courter(8)...............     1999    $157,103             --       $ 60,000(9)       30,000(7)             --
   Former Regional Vice                1998    $ 69,231       $ 43,750       $ 20,068(10)          --           150,000(11)
   President--Europe                   1997          --             --             --              --                --

+Paul A. Moore(12)................     1999    $300,000(13)   $150,000(13)   $ 63,482(14)          --                --
   Former Chief Executive Officer      1998    $300,000       $150,000             --              --           580,000
                                       1997          --             --             --              --                --

+Daniel G. Lazarek(15)............     1999    $238,553        $50,000             --          30,000(7)             --
   Former Vice President of            1998    $165,000        $83,625      $  30,700(16)          --           500,000(17)
   Global Sales and Marketing          1997          --             --             --              --                --

 +Phillip S. Magiera(18)..........     1999    $167,871             --             --              --                --
   Former Chief Financial              1998    $240,000       $120,000             --              --           325,000
   Officer                             1997          --             --             --              --            80,000

 +Donald C. Hilbert, Jr.(19)......     1999    $132,592             --             --              --                --
   Former Controller                   1998    $ 58,462       $ 21,433             --              --            40,000(20)
                                       1997          --             --             --              --                --
</TABLE>
__________________
+ No longer in the employment of the Company
  (1) Mr. Grivner served as Chairman, Chief Executive Officer and President of
      the Company from June 1999 to April 2000.
  (2) Represents moving expenses paid to Mr. Grivner.

                                       4
<PAGE>

 (3) Options to acquire 653,130 shares of common stock were cancelled upon Mr.
     Grivner's resignation effective April 2000.
 (4) Mr. Hanson joined the Company in July 1999.
 (5) Mr. Hickey joined the Company in September 1998.
 (6) Represents pension plan donations made by the Company for Mr. Hickey's
     benefit.
 (7) Represents restricted stock awards which were granted in 1999.
 (8) Mr. Courter was employed by the Company from July 1998 to January 2000.
 (9) Represents a cost of living differential paid to Mr. Courter.
(10) Consists of a cost of living differential ($20,000) and group term life
     policy earnings ($68) paid to Mr. Courter.
(11) Options to acquire 100,000 shares of common stock were cancelled upon
     termination of Mr. Courter's employment.
(12) Mr. Moore resigned as Chief Executive Officer and director effective July
     15, 1999.
(13) Mr. Moore's salary includes $150,000 paid pursuant to, and his bonus was
     paid under, a Settlement Agreement dated July 15, 1999.
(14) Consists of medical and disability insurance benefits paid by the Company
     and reimbursements of administrative expenses paid to Mr. Moore pursuant to
     the Settlement Agreement.
(15) Mr. Lazarek was employed by the Company from March 1998 to September 1999.
(16) Consists of moving expenses paid to Mr. Lazarek ($27,500) and a car
     allowance ($3,200).
(17) Options to acquire 150,000 shares of common stock were cancelled upon
     termination of Mr. Lazarek's employment.
(18) Mr. Magiera was employed by the Company from January 1998 to September
     1999.
(19) Mr. Hilbert was employed by the Company from June 1998 to March 2000.
(20) Options to acquire 26,667 shares of common stock were cancelled upon
     termination of Mr. Hilbert's employment.


                             EMPLOYMENT AGREEMENTS

Carl J. Grivner

     In June 1999, the Company entered into a three-year employment agreement
with Mr. Grivner whereby Mr. Grivner agreed to serve as Chief Executive Officer
of the Company. Pursuant to the terms of his employment agreement, Mr. Grivner
was entitled to a base salary of $500,000 per year, and a minimum annual cash
bonus of $350,000. In addition, pursuant to his employment agreement, Mr.
Grivner was awarded options under the Company's Long-Term Incentive Plan to
acquire 825,000 shares of common stock.

     In the first quarter of 2000, Mr. Grivner agreed with the Board of
Directors that, in light of the start-up nature of the Company at such time, Mr.
Grivner's base salary would be decreased to $300,000 per year and Mr. Grivner's
annual bonus would be reduced to a minimum of $150,000. In connection with this
reduction in cash compensation, subject to stockholder approval of the proposed
2000 Long-Term Stock Incentive Plan (the "Proposed 2000 Plan"), Mr. Grivner was
awarded additional options to acquire 2,175,000 shares of common stock under the
Proposed 2000 Plan.

     In April 2000, Mr. Grivner resigned as Chairman of the Board, President and
Chief Executive Officer. Michael E. Heisley, Sr., a director of the Company,
assumed the post of Chairman of the Board, President and Chief Executive Officer
at that time. Pursuant to a Settlement Agreement entered into between Mr.
Grivner and the Company, the parties agreed, among other things, that (i) the
Company would pay Mr. Grivner a lump sum payment of $500,000; (ii) Mr. Grivner
would be entitled to retain vested options to purchase up to 103,122 shares of
common stock and his other options would be forfeited; and (iii) Mr. Grivner
would not, prior to April 24, 2001, directly or indirectly solicit any officers
or employees of the Company or any of its affiliates for employment or other
retention without the prior written consent of the Company. The Settlement
Agreement additionally provides for a noncompetition agreement by Mr. Grivner
until April 24, 2001, mutual releases by Mr. Grivner and the Company, and
indemnification and insurance by the Company with respect to certain matters in
connection with Mr. Grivner's service with the Company.

                                       5
<PAGE>

John T. Hanson

     In May 1999, the Company entered into an employment agreement with Mr.
Hanson whereby he agreed to serve as Chief Financial Officer of the Company. In
accordance with the terms of the employment agreement, Mr. Hanson earns a base
salary of $235,000 per year and is eligible to receive an annual bonus (he was
entitled to a guaranteed annual bonus of $90,000 for 1999). In 1999, in
accordance with his employment agreement, Mr. Hanson received options to acquire
150,000 shares of common stock under the Company's Long-Term Incentive Plan
which vest in increments of one-third over a three year period beginning June
29, 2000, unless vesting is accelerated as a result of a change in control of
the Company. Mr. Hanson's employment agreement provides that, in the event Mr.
Hanson's employment is involuntarily terminated as a result of a change of
control of the Company, he will be entitled to a severance payment equal to one
year of his base salary.

David Hickey

     In September 1998, the Company entered into an employment agreement with
Mr. Hickey whereby Mr. Hickey currently serves as Vice President--Corporate
Development. Pursuant to his employment agreement, in 1998 and 1999 Mr. Hickey
earned annual base salaries of NLG 300,000 and NLG 400,000 (approximately
$130,260 and $173,680, assuming an exchange rate of NLG 1=$0.4342) respectively.
Mr. Hickey receives a monthly expense allowance of NLG 500 ($224) and the
Company reimburses him for the cost of leasing a car, not exceeding NLG 2,800
per month ($1,256).

Paul A. Moore

     In January 1998, the Company entered into a two-year employment agreement
with Mr. Moore whereby Mr. Moore agreed to serve as an executive of the Company.
Pursuant to the terms of his employment agreement, as amended, Mr. Moore earned
a base salary of $300,000 during each year of his employment agreement. Mr.
Moore was also eligible to earn an annual bonus of up to 50% of his base salary
based on criteria to be established by the Board of Directors.

     In July 1999, Mr. Moore resigned his position as an employee, officer and
director of the Company and its subsidiaries. Mr. Moore entered into an
agreement with the Company that terminated the employment agreement described
above. Pursuant to this termination agreement, the Company agreed to pay Mr.
Moore as follows:

     . in 1999, $300,000 ($150,000 of which represents salary and $150,000 of
       which represents bonus payable in six monthly installments);

     . in 2000, $450,000 payable in eleven equal monthly installments of $25,000
       commencing on January 31, 2000 and a final installment of $175,000 on
       January 2, 2001;

     . no more than $135,000 for office rent and secretarial services through
       December 31, 2000;

     . medical and disability insurance benefits through July 2000; and

     . $15,000 in legal expenses incurred by Mr. Moore relating to the
       negotiation of the termination agreement.

Stephen R. Courter

     In June 1998, Mr. Courter agreed to serve as the Company's Managing
Director--Finance pursuant to an employment agreement. On January 14, 2000, Mr.
Courter's employment was terminated and Mr. Courter became employed by a
subsidiary of Energis plc ("Energis") as part of the sale of the EnerTel assets
by the Company to Energis. Mr. Courter's base salary pursuant to the letter
agreement, as amended, was $172,500 and Mr. Courter was compensated for the cost
of living differential at a rate of $5,000 per month. Mr. Courter was also
eligible to receive a bonus equal to 50% of his base pay. Pursuant to his
employment agreement, Mr. Courter was granted an option to acquire 150,000
shares of common stock, of which options to acquire 100,000 shares were
cancelled when his employment terminated in January 2000.

                                       6
<PAGE>

Phillip Magiera

     In January 1998, the Company entered into a two-year employment agreement
with Mr. Phillip S. Magiera whereby Mr. Magiera agreed to serve as an executive
of the Company. Pursuant to the terms of his employment agreement, Mr. Magiera
earned a base salary of $240,000 during each year of his employment agreement.
Mr. Magiera was also eligible to earn an annual bonus of up to 50% of his base
salary based on criteria to be established by the Board of Directors.

     In September 1999, Mr. Magiera resigned his position as an employee,
officer and director of the Company and its subsidiaries.

Daniel G. Lazarek

     In March 1998, the Company entered into an employment agreement with Mr.
Lazarek whereby Mr. Lazarek agreed to serve as the Company's Vice President of
Global Sales and Marketing. Pursuant to the terms of his employment agreement,
Mr. Lazarek earned a base salary of at least $150,000 per year and was eligible
to earn performance incentive bonuses up to 50% of his base salary based on
criteria to be established by the Company's President.

     In September 1999, Mr. Lazarek resigned his position as an employee,
officer and director of the Company and its subsidiaries. The Company paid Mr.
Lazarek severance in the amount of $6,346.

                           LONG-TERM INCENTIVE PLAN

     The Company's Amended and Restated Long-Term Incentive Plan (the "Long-Term
Incentive Plan") was adopted in 1996 to promote the Company's success and
enhance stockholder value by (i) linking the personal interests of the Company's
directors, key employees and consultants to those of the stockholders, (ii)
providing directors and employees with an incentive for outstanding performance
and (iii) providing flexibility in the Company's ability to attract and retain
the services of its directors, employees and contractors.

     The Long-Term Incentive Plan is administered by the Compensation Committee,
whose members must qualify as non-employee directors within the meaning of the
SEC's regulations. The Compensation Committee is authorized to determine, among
other things, the individuals to whom, and the times at which, options and other
benefits are to be granted, the number of shares subject to each option, the
applicable vesting schedule and the exercise price. The Long-Term Incentive Plan
provides that, upon a Change of Control (as defined in the Long-Term Incentive
Plan), all outstanding options and other awards in the nature of rights that may
be exercised pursuant to the Long-Term Incentive Plan shall become fully
exercisable and all restrictions on all awards granted thereunder shall lapse.

     The Board of Directors has the power to amend the Long-Term Incentive Plan
from time to time. Stockholder approval of an amendment is only required to the
extent that it is required by law or regulatory authority.

     As of December 31, 1999, options to acquire a total of 4,462,635 shares of
common stock were outstanding under the Long-Term Incentive Plan (of which
4,278,819 were vested) with exercise prices ranging from $0.75 to $14.19 per
share.

                                       7
<PAGE>

                                    OPTIONS

     The following table sets forth certain information with respect to each
Named Executive Officer concerning individual grants of options to purchase
common stock made during the year ended December 31, 1999 under the Long-Term
Incentive Plan:


                       Option Grants in Last Fiscal Year
                               Individual Grants

<TABLE>
<CAPTION>
                                                      % of Total
                                        Number of      Options                                      Potential Realized
                                         Shares       Granted to                                     Value at Assumed
                                       Underlying     Employees    Exercise or                  Annual Rates of Stock Price
                                         Options      in Fiscal    Base Price    Expiration       Appreciation for Option
Name                                     Granted       Year(1)      Per Share      Date(2)                Term(3)
----                                     -------       -------      ---------      -------                -------
                                                                                                    5%               10%
                                                                                                    --               ---
<S>                                    <C>            <C>          <C>            <C>           <C>             <C>
+Carl J. Grivner....................     825,000(4)     55.4%          $8.10      5/28/09        $4,525,109     $11,163,745
  Former Chairman of the Board,
  Chief Executive Officer and
  President
John T. Hanson......................     150,000(5)     10.1%          $3.56      6/29/09        $  489,760     $ 1,096,167
  Chief Financial Officer
</TABLE>

_______________
+ No longer in the employment of the Company

(1)  Based on an aggregate of 1,489,000 options granted to employees, including
     the Named Executive Officers, in 1999.
(2)  The term of all options is ten years.
(3)  The potential realizable value is calculated based on the term of the
     option at its time of grant (ten years). It is calculated by assuming that
     the stock price on the date of grant appreciates at the indicated annual
     rate compounded for the entire term of the option and that the option is
     exercised and sold on the last day of its term for the appreciated stock
     price. The assumed annual rates of stock price appreciation of 5% and 10%
     are set by rules promulgated by the SEC and are not intended as a forecast
     of possible future appreciation in stock prices.
(4)  Options to acquire 653,130 shares of common stock were cancelled upon Mr.
     Grivner's resignation effective April 2000.
(5)  One-third of these options vest on each of the first, second and third
     anniversaries of the date of grant (June 29, 1999).

                  Option Exercises and Fiscal Year-End Values

     The following table sets forth certain information with respect to each
Named Executive Officer concerning the exercise of options to purchase common
stock during the fiscal year ended December 31, 1999, as well as unexercised
options to purchase common stock held as of the end of such fiscal year.

                                       8
<PAGE>

                Aggregated Option Exercises in Last Fiscal Year
                       and Fiscal Year End Option Values

<TABLE>
<CAPTION>
                            Shares                          Number of Securities
                           Acquired                              Underlying                   Value of Unexercised
                              on            Value          Unexercised Options at             In-the-Money Options
Name                       Exercise        Realized           December 31, 1999               December 31, 1999(1)
----                       --------        --------           -----------------               --------------------
                                                        Exercisable    Unexercisable       Exercisable     Unexercisable
                                                        -----------    -------------       -----------     -------------
<S>                        <C>             <C>          <C>            <C>                 <C>             <C>
+Carl J. Grivner                --               --          103,122        721,878(2)       $      0         $ 0
  Former Chairman of
  the Board, Chief
  Executive Officer
  and President

John T. Hanson                  --               --               --        150,000                --         $ 0
  Chief Financial
  Officer

David Hickey                    --               --          175,000         50,000          $      0         $ 0
  Vice President
  - Corporate
  Development

+Stephen Courter                --               --           50,000        100,000(3)       $      0         $ 0
  Former Regional
  Vice President--
  Europe

+Paul A. Moore             250,000(4)    $2,000,000          520,000             --          $      0         $ 0
  Former Chief
  Executive Officer

+Phillip S. Magiera             --               --          405,000             --          $106,400          --
  Former Chief
  Financial Officer

+Daniel G. Lazarek          75,000       $  103,111          275,000             --(5)       $      0         $ 0
  Former Vice
  President of Global
  Sales and
  Marketing

+Donald C. Hilbert, Jr.         --               --           13,000         26,227(6)       $      0         $ 0
  Former Controller
</TABLE>

  ________________
  + No longer in the employment of the Company

  (1) Value is calculated in accordance with the rules of the SEC by subtracting
      the exercise price per share for each option from the fair market value of
      the underlying common stock as of December 31, 1999 and multiplying that
      difference by the number of shares of common stock subject to the option.
      The fair market value of one share of common stock as of December 31, 1999
      was $2.08 per share.

  (2) Options to acquire 653,130 shares of common stock were cancelled upon Mr.
      Grivner's resignation effective April 2000.

  (3) Options to acquire 100,000 shares of common stock were cancelled upon
      termination of  Mr. Courter's employment effective January 2000.

                                       9
<PAGE>

(4)  Represents options held and exercised by MBCP, an entity over which Mr.
     Moore shares voting and investment powers.

(5)  Options to acquire 150,000 shares of common stock were cancelled upon
     termination of Mr. Lazarek's employment effective September 1999.

(6)  Options to acquire 26,667 shares of common stock were cancelled upon
     termination of Mr. Hilbert's employment effective March 2000.

                            DIRECTORS' COMPENSATION

     In 1999, each member of the Board of Directors served without compensation.
The Directors are entitled to reimbursement by the Company for their reasonable
expenses incurred in acting as Directors.

     Subject to stockholder's approval of the 2000 Long-Term Stock Incentive
Plan, each non-employee director will receive options under such Plan to acquire
100,000 shares of the Company's common stock following the annual meeting, which
options will vest over a period of four years.

                                       10
<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Common Stock

     The following table sets forth certain information as of May 30, 2000
(except as otherwise indicated) regarding the beneficial ownership of the common
stock by (i) all individuals known to beneficially own 5% or more of the
outstanding common stock, (ii) each of the Named Executive Officers (as defined
below under Executive Compensation), directors and nominees for director and
(iii) all of the Company's executive officers and directors as a group, in each
case to the best of the Company's knowledge. Except as otherwise indicated, the
Company believes that the beneficial owners of such securities listed below have
sole investment and voting power with respect to such shares. Unless otherwise
indicated, the address of the officers listed in the tables below is that of the
Company's principal offices located at 975 Weiland Road, Buffalo Grove,
Illinois 60089.



<TABLE>
<CAPTION>
                                                                   Number of Shares
                                                                   ----------------
                                                                     Beneficially
                                                                     ------------
Name of Beneficial Owner                                               Owned(1)             Percent of Class(2)
------------------------                                               --------             -------------------
<S>                                                                <C>                      <C>
The Heico Companies, LLC(3).....................................        21,414,924                 41.4%
Michael E. Heisley, Sr.(4)......................................        21,414,924                 41.4%
+Paul A. Moore(5)...............................................         5,290,276                 15.1%
Anderlit, Ltd.(6)...............................................         2,985,076                  9.1%
+Phillip S. Magiera(7)..........................................         1,678,246                  5.2%
J O Hambro Capital Management Limited(8)........................         1,550,000                  4.8%
+Daniel Lazarek(9)..............................................           305,000                    *
David Hickey(10)................................................           225,625                    *
Peter A. Howley(11).............................................           164,628                    *
+Carl J. Grivner(12)............................................           103,122                    *
+Stephen Courter(13)............................................            80,000                    *
Stanley H. Meadows..............................................            64,584                    *
John T. Hanson(14)..............................................            90,625                    *
+Donald C. Hilbert, Jr.(15).....................................            13,333                    *
Andrew Sage.....................................................                --                   --
Kathleen A. Cote(16)............................................                --                   --
Executive officers and directors as a group (seven people)              22,001,011                 42.1%
 (17)(18).......................................................
</TABLE>
___________

  *Less than 1%.

  +No longer in the employment of the Company.

(1)  With respect to any particular individual or group, the number of shares of
     common stock beneficially owned by such individual or group includes the
     number of shares of common stock issuable upon the conversion of
     convertible securities or the exercise of options owned by such individual
     or group, in each case if such securities are convertible or exercisable
     within 60 days of May 30, 2000.

(2)  Based on 30,696,095 shares of common stock outstanding as of May 30, 2000.

(3)  Includes (i) 15,385,165 shares of common stock issuable upon conversion of
     1,416,030 shares of Series C Preferred Stock, (ii) 1,538,517 shares of
     common stock issuable upon conversion of 141,603 shares of Series E
     Preferred Stock, (iii) 3,750,001 shares of common stock issuable upon
     conversion of 424,809 shares of Series F Preferred Stock issuable upon
     exercise of an option and (iv) 416,240 shares of common stock issuable upon
     exercise of a warrant. The address of this stockholder is 5600 Three First
     National Plaza, Chicago, Illinois 60602.

                                       11
<PAGE>

(4)  Represents all shares beneficially owned by The Heico Companies, LLC
     ("Heico"), an entity which Mr. Heisley controls. Mr. Heisley's address is
     c/o Heico, 5600 Three First National Plaza, Chicago, Illinois 60602.

(5)  Includes (i) 1,000,000 shares of common stock owned by Anderlit, Ltd.
     ("Anderlit") and 1,985,076 shares of common stock issuable upon conversion
     of 496,269 shares of Series B Preferred Stock owned by Anderlit, (ii)
     312,000 shares of common stock and all shares owned by Maroon Bells Capital
     Partners, Inc. ("MBCP") over which Mr. Moore shares voting and investment
     powers (which consists of 84,540 shares of common stock issuable upon
     conversion of 21,135 shares of Series B Preferred Stock and 316,921 shares
     of common stock issuable upon conversion of 316,921 shares of Series D
     Preferred Stock), (iii) 19,072 shares of common stock issuable upon
     conversion of 4,768 shares of Series B Preferred Stock which are owned by
     Moore Investments, (iv) 500,000 shares of common stock issuable upon
     conversion of 125,000 shares of Series B Preferred Stock owned by Mr. Moore
     and (v) 580,000 shares of common stock which may be acquired pursuant to
     options held by Mr. Moore. Mr. Moore holds an irrevocable proxy to vote all
     shares owned by Anderlit. Mr. Moore is a principal of MBCP and the
     controlling stockholder of Moore Investments. Does not take into account
     irrevocable proxies granted to the Company by Anderlit, MBCP and Mr. Moore
     with respect to shares of Series B Preferred Stock. Mr. Moore resigned as
     Chief Executive Officer and director of the Company in July 1999. The
     stockholder's address is c/o Anderlit, Palm Chambers No. 3, P.O. Box 3152,
     Road Town, Tortola, British Virgin Islands.

(6)  Includes 1,985,076 shares of common stock issuable upon conversion of
     496,269 shares of Series B Preferred Stock. Does not take into account
     irrevocable proxies granted to the Company by Anderlit, MBCP and Mr. Moore
     with respect to shares of Series B Preferred Stock. The stockholder's
     address is Palm Chambers No. 3, P.O. Box 3152, Road Town, Tortola, British
     Virgin Islands.

(7)  Includes (i) 500,000 shares of common stock issuable upon conversion of
     125,000 shares of Series B Preferred Stock, (ii) 405,000 shares of common
     stock which may be acquired pursuant to options and (iii) 425,000 shares of
     common stock owned by Mr. Magiera's children. Does not take into account
     irrevocable proxies granted to the Company by Anderlit, MBCP and Mr. Moore
     with respect to shares of Series B Preferred Stock. The stockholder's
     address is 1 Colonial Road, Dover, Massachusetts 02030.

(8)  Pursuant to a Schedule 13G filed on May 26, 2000 by (i) J O Hambro Capital
     Management (Holdings) Limited ("Holdings"), (ii) J O Hambro Capital
     Management Limited ("J O Hambro Capital Management"), (iii) Christopher
     Harwood Bernard Mills, (iv) American Opportunity Trust plc ("American
     Opportunity Trust"), (v) Oryx International Growth Fund Limited ("Oryx"),
     (vi) Consulta (Channel Islands) Limited ("Consulta") and (vii) The Trident
     North Atlantic Fund ("Trident North Atlantic"), as of May 1, 2000, such
     persons/entities beneficially owned the following shares of common stock
     pursuant to shared investment and voting power: 1,550,000 shares (5.4%),
     1,550,000 shares (5.4%), 1,550,000 shares (5.4%), 500,000 shares (1.7%),
     350,000 shares (1.2%), 350,000 shares (1.2%) and 200,000 shares (0.7%),
     respectively. The address of Holdings, J O Hambro Capital Management,
     Christopher Harwood Bernard Mills and American Opportunity Trust is 10 Park
     Place, London SW1A 1LP England. The address of Oryx and Consulta is Bermuda
     House, St. Julian's Avenue, St. Peter Port, Guernsey. The address of
     Trident North Atlantic is P.O. Box 309 Ugland House, George Town, Grand
     Cayman, Cayman Islands. Holdings is the ultimate holding company for J O
     Hambro Capital Mangement. J O Hambro Capital Management serves as co-
     investment advisor to American Opportunity Trust (a publicly-held
     investment trust company) and as investment advisor to Oryx (a closed-end
     investment company) and investment advisor to Trident North Atlantic Fund
     (a publicly-held regulated Mutual Fund). Christopher Harwood Bernard Mills
     is a director of J O Hambro Capital Management, Oryx and Trident North
     Atlantic Fund, and is co-investment advisor to American Opportunity Trust.
     Consulta serves as investment manager to Oryx.

(9)  Includes 275,000 shares of common stock issuable upon the exercise of
     options.

(10) Includes 215,625 shares of common stock issuable upon the exercise of
     options.

(11) Represents 90,000 shares of common stock issuable upon the exercise of
     options and 74,628 shares of common stock issuable upon conversion of
     18,657 shares of Series B Preferred Stock.

(12) Represents shares of common stock issuable upon the exercise of options.

                                       12
<PAGE>

(13) Includes 50,000 shares of common stock issuable upon the exercise of
     options.

(14) Represents shares of common stock issuable upon the exercise of options.

(15) Represents shares of common stock issuable upon the exercise of options.

(16) Ms. Cote is a director nominee.

(17) Includes (i) 21,489,552 shares of common stock issuable upon the conversion
     of convertible securities and (ii) 853,115 shares of common stock issuable
     upon the exercise of options or warrants.

(18) Does not include Messrs. Moore, Grivner, Magiera, Lazarek, Courter, or
     Hilbert, each of whom were no longer in the employment of the Company as of
     May 30, 2000.

                                       13
<PAGE>

Preferred Stock

Series B Preferred Stock

     The Series B Preferred Stock votes as a single class with the common stock,
with each share entitled to 40 votes. The Series B Preferred Stock is
convertible on a 1:4 basis into common stock and is subject to mandatory
conversion upon the date on which 70% of the Series B Preferred Stock has been
converted. The conversion price of the Series B Preferred Stock is $1.34, as
adjusted from time to time.

Series C Preferred Stock

     The Series C Preferred Stock votes as a single class with the common stock,
with each share entitled to 40 votes. The Series C Preferred Stock is
convertible on a 1:10.865 basis into common stock and is subject to mandatory
conversion upon the date on which 70% of the Series C Preferred Stock has been
converted. The conversion price of the Series C Preferred Stock is $3.25, as
adjusted from time to time.

Series D Preferred Stock

     The Series D Preferred Stock votes as a single class with the common stock,
with each share entitled to one vote. The Series D Preferred Stock is
convertible on a 1:1 basis into common stock and is subject to mandatory
conversion upon the date on which 221,845 shares of the Series D Preferred Stock
have been converted. The conversion price of the Series D Preferred Stock is
$3.25 per share, as adjusted from time to time.

Series E Preferred Stock

     The Series E Preferred Stock votes as a single class with the common stock,
with each share entitled to 10.865 votes. The Series E Preferred Stock is
convertible on a 1:10.865 basis into common stock and is subject to mandatory
conversion upon the date on which 70% of the Series E Preferred Stock has been
converted. The conversion price of the Series E Preferred Stock is $3.25, as
adjusted from time to time.

Series F Preferred Stock

     The Series F Preferred Stock votes as a single class with the common stock,
with each share entitled to 8.8275 votes. The Series F Preferred Stock is
convertible on a 1:8.8275 basis into common stock and is subject to mandatory
conversion upon the date on which 70% of the Series F Preferred Stock has been
converted. The conversion price of the Series F Preferred Stock is $4.00, as
adjusted from time to time. Heico holds an option to acquire 424,809 shares of
Series F Preferred Stock for an aggregate purchase price of $15,000,000. As of
May 30, 2000, no shares of Series F Preferred Stock were outstanding.

Series B, C, D, E and F Preferred Stock

     The following table sets forth certain information as of May 30, 2000
(except as otherwise indicated) regarding the beneficial ownership of Series B,
C, D, E and F Preferred Stock by (i) all individuals known to beneficially own
5% or more of the outstanding shares of such class of security, (ii) each of the
Named Executive Officers (as defined below under Executive Compensation),
directors and nominees for director and (iii) all of the Company's executive
officers and directors as a group, in each case to the best of the Company's
knowledge. Except as otherwise indicated, the Company believes that the
beneficial owners of such securities listed below have sole investment and
voting power with respect to such shares. Unless otherwise indicated, the
address of the officers listed in the tables below is that of the Company's
principal offices located at 975 Weiland Road, Buffalo Grove, Illinois 60089.

                                       14
<PAGE>

<TABLE>
<CAPTION>
                                            Number and      Number and      Number and      Number and      Number and
                                          Percentage of    Percentage of    Percentage      Percentage      Percentage
                                             Series B        Series C      of Series D     of Series E     of Series F
                                           Beneficially    Beneficially    Beneficially    Beneficially    Beneficially
Name of Beneficial Owner                    Owned (1)        Owned (2)      Owned (3)       Owned (4)       Owned (5)
------------------------                   ------------    -------------   ------------    ------------    ------------
<S>                                        <C>             <C>             <C>             <C>             <C>
+Carl J. Grivner...................             --           --              --              --              --
                                                --           --              --              --              --
+Paul A. Moore (6).................        647,172           --         316,921              --              --
                                             (67.0%)         --            (100%)            --              --
Anderlit, Ltd (7)..................        496,269           --              --              --              --
                                             (51.4%)         --              --              --              --
Maroon Bells Capital...............             --           --         316,921              --              --
     Partners, Inc. (8)                         --           --            (100%)            --              --
Theodore Swindells (9).............        131,790           --         316,921              --              --
                                             (13.7%)         --            (100%)            --              --
+Phillip S. Magiera (10)...........        125,000           --              --              --              --
                                             (12.9%)         --              --              --              --
Peter A. Howley....................         18,657           --              --              --              --
                                              (1.9%)         --              --              --              --
The Heico Companies, LLC...........             --    1,416,030              --         141,603         424,809
                                                --         (100%)            --            (100%)          (100%)
Michael E. Heisley, Sr. (11).......             --    1,416,030              --         141,603         424,809
                                                --         (100%)            --            (100%)          (100%)
Stanley H. Meadows.................             --           --              --              --              --
                                                --           --              --              --              --
Andrew G. C. Sage, II..............             --           --              --              --              --
                                                --           --              --              --              --
Kathleen A. Cote...................             --           --              --              --              --
                                                --           --              --              --              --
John T. Hanson.....................             --           --              --              --              --
                                                --           --              --              --              --
David Hickey.......................             --           --              --              --              --
                                                --           --              --              --              --
+Stephen Courter...................             --           --              --              --              --
                                                --           --              --              --              --
+Donald C. Hilbert, Jr.............             --           --              --              --              --
                                                --           --              --              --              --
+Daniel Lazarek....................             --           --              --              --              --
                                                --           --              --              --              --
Executive officers and directors...         18,657    1,416,030              --         141,603         424,809
as a group (seven people)(12)......           (1.9%)       (100%)            --            (100%)          (100%)
</TABLE>


_____________________
+No longer in the employment of the Company.

(1)  Based on 965,642 shares of Series B Preferred Stock outstanding as of May
     30, 2000.

(2)  Based on 1,416,030 shares of Series C Preferred Stock outstanding as of May
     30, 2000.

(3)  Based on 316,921 shares of Series D Preferred Stock outstanding as of May
     30, 2000.

(4)  Based on 131,603 shares of Series E Preferred Stock outstanding as of May
     30, 2000.

(5)  Heico holds an option to acquire 424,809 shares of Series F Preferred Stock
     for an aggregate purchase price of $15,000,000, which option is exercisable
     at any time until July 15, 2002. No shares of Series F Preferred Stock were
     outstanding as of May 30, 2000.

                                       15
<PAGE>

(6)  Includes (i) 496,269 shares of Series B Preferred Stock owned by Anderlit,
     (ii) 21,135 shares of Series B Preferred Stock owned by MBCP and (iii)
     4,768 shares of Series B Preferred Stock held in the name of Moore
     Investments. Mr. Moore holds an irrevocable proxy to vote all of the shares
     owned by Anderlit. Mr. Moore has shared voting and investment powers over
     all of the shares owned by MBCP. Mr. Moore is the controlling stockholder
     of Moore Investments. Does not take into account irrevocable proxies
     granted to the Company by Anderlit, MBCP and Mr. Moore with respect to
     shares of Series B Preferred Stock. Mr. Moore resigned as Chief Executive
     Officer and as a director of the Company in July 1999.

(7)  Does not take into account irrevocable proxies granted to the Company by
     Anderlit, MBCP and Mr. Moore with respect to shares of Series B Preferred
     Stock.

(8)  Does not take into account irrevocable proxies granted to the Company by
     Anderlit, MBCP and Mr. Moore with respect to shares of Series B Preferred
     Stock. The address of this stockholder is 100 California Street, Suite
     1160, San Francisco, California 94111.

(9)  Includes shares owned by MBCP over which Mr. Swindells has shared voting
     and investment powers. Does not take into account irrevocable proxies
     granted to the Company by Anderlit, MBCP and Mr. Moore with respect to
     shares of Series B Preferred Stock.

(10) Does not take into account irrevocable proxies granted to the Company by
     Anderlit, MBCP and Mr. Moore with respect to shares of Series B Preferred
     Stock.

(11) Represents shares owned by Heico, an entity which Mr. Heisley controls.

(12) Does not include Messrs. Grivner, Moore, Magiera, Courter, Hilbert or
     Lazarek who were no longer in the employment of the Company as of May 30,
     2000.

     The Company has received irrevocable proxies from certain of the Company's
stockholders that by their terms enable it to vote such stockholders' shares of
Series B Preferred Stock in favor of the following proposals:

     . to approve the Company's 2000 Long-Term Stock Incentive Plan; and

     . to increase the number of authorized shares of common stock from
       65,000,000 to 200,000,000 shares and to amend the Certificate of
       Incorporation accordingly.

Such shares, together with the shares controlled by the Company's officers and
directors, represent approximately 95 million votes, or approximately 74% of the
total outstanding voting power of the Company. The stockholders who granted such
proxies have sent a letter to the Company purporting to revoke these irrevocable
proxies.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Heico Equity Investment

     On January 25, 1999, Heico completed a $40 million equity investment in the
Company pursuant to the Series C Preferred Stock Purchase Agreement (the
"Series C Purchase Agreement"), dated as of December 31, 1998, between the
Company and Heico. Pursuant to the Series C Purchase Agreement, Heico acquired
an aggregate of 1,132,824 shares of Series C Preferred Stock for an aggregate
purchase price of $40 million. In this transaction, Heico also received an
option (the "Series C Option") to acquire up to 283,206 additional shares of
Series C Preferred Stock at an aggregate exercise price of $10 million and
certain additional rights including, with respect to the common stock issued
upon conversion of the Series C Preferred Stock, certain demand and piggyback
registration rights.

     Pursuant to the Series C Purchase Agreement, on December 31, 1998, the
Company increased the size of its Board of Directors to eight members and
appointed four individuals designated by Heico to serve as directors. The
Company also agreed to cause Heico's designees to comprise at least one-half of
the boards of directors of each of its subsidiaries. In addition, the Company
amended its Bylaws to provide that at least one of Heico's designees and (except
in the limited situation regarding certain proposed refinancings of the
Company's outstanding credit facility) one of the directors who was not
designated by Heico, must approve any action presented for approval by the Board

                                       16
<PAGE>

of Directors in order for such to be properly approved by the Board of
Directors. As of May 30, 2000, as a result of four previous resignations, the
Board of Directors consisted of four directors, three of whom were designated by
Heico.

     On July 15, 1999, Heico completed an additional $15 million equity
investment in the Company through (i) the exercise of the Series C Option to
purchase 283,206 additional shares of Series C Preferred Stock for an aggregate
purchase price of $10 million and (ii) the purchase of 141,603 shares of the
newly-created Series E Preferred Stock for an aggregate purchase price of $5
million. In connection with this investment, the Company granted Heico a three-
year option (the "Series F Option") to purchase 424,809 shares of the newly-
created Series F Preferred Stock at an aggregate exercise price of $15 million.

     As a result of Heico's exercise of the Series C Option, Heico owns
1,416,030 shares of Series C Preferred Stock, representing all of the issued and
outstanding shares of Series C Preferred Stock. Heico is entitled to 40 votes
per share of Series C Preferred Stock and is entitled to vote on all matters
submitted to a vote of the stockholders of the Company, voting together with the
holders of common stock as a single class. At Heico's option, it may convert the
Series C Preferred Stock into common stock at a conversion price of $3.25 per
share of common stock (i.e., 10.865 shares of common stock for each share of
Series C Preferred Stock).

     The 141,603 shares of Series E Preferred Stock were purchased by Heico
pursuant to a Series E Preferred Stock Purchase Agreement, dated as of July 15,
1999, between the Company and Heico. Such shares represent all of the issued and
outstanding shares of Series E Preferred Stock. As a holder of Series E
Preferred Stock, Heico is entitled to that number of votes as is equal to the
number of shares of common stock into which the Series E Preferred Stock could
be converted and is entitled to vote on all matters submitted to a vote of the
stockholders of the Company, voting together with the holders of common stock as
a single class. At Heico's option, it may convert the Series E Preferred Stock
into common stock at a conversion price of $3.25 per share of common stock
(i.e., 10.865 shares of common stock for each share of Series E Preferred
Stock).

     Upon the exercise of the Series F Option, as a holder of Series F Preferred
Stock, Heico will be entitled to that number of votes as is equal to the number
of shares of common stock into which the Series F Preferred Stock could be
converted and will be entitled to vote on all matters submitted to a vote of the
stockholders of the Company, voting together with the holders of common stock as
a single class. At Heico's option, following its acquisition of Series F
Preferred Stock, it may convert the Series F Preferred Stock into common stock
at a conversion price of $4.00 per share of common stock (i.e., 8.8275 shares of
common stock for each share of Series F Preferred Stock).

     In June 1999, Heico agreed to provide a bond to support a bid by the
Company to acquire a telecommunications company in Europe. In consideration of
the bond, the Company issued to Heico 25,000 shares of common stock at a
purchase price of $0.01 per share. The bond provided by Heico was returned when
the Company's bid was unsuccessful.

     In November 1999, Heico purchased a participating interest in the Company's
interim loan in the amount of approximately $18.6 million in principal plus
accrued interest thereon. In connection with Heico's participation in the
interim loan, Heico was granted warrants to purchase 416,240 shares of common
stock for $.01 per share at any time until June 2008. The interim loan was
repaid in full in January 2000.

     In December 1999, the Company executed a note in favor of Heico in the
aggregate principal amount of $2 million. The note accrued interest at a rate of
14% per annum. Heico has elected to convert the note into 1,000 shares of a
newly-created series of convertible preferred stock of WorldPort. The preferred
stock will be convertible into 1,000 shares of common stock and will have voting
rights on an as converted basis. The proceeds of this loan were primarily used
by the Company as working capital and for general corporate purposes pending the
receipt of the proceeds from the Energis transactions described below. The
Company expects to finalize the conversion of this note by the end of the second
quarter of fiscal 2000.

Interests of Heico in Energis Transaction

     Heico owned 15% of the outstanding capital stock of WorldPort
Communications Europe Holding B.V. ("WCEH"), which was sold to Energis as part
of the Company's sale of substantially all of its assets to Energis (the
"Sale"). Simultaneously with the execution of the agreements relating to the
Sale (the "Sale Agreements"), on November 11, 1999, Heico entered into an
agreement with Energis to sell its 15% interest in WCEH for $64.6

                                       17
<PAGE>

million in cash and Energis' agreement to repay to Heico a loan and accrued
interest thereon in the aggregate amount of $12.2 million as of September 30,
1999. This transaction was completed contemporaneously with the Sale.
Additionally, Heico holds approximately $620,000 of accounts receivable of the
wholly-owned subsidiary of WCEH.

     In addition, as noted above, Heico was one of the lenders participating in
the Company's interim loan. Heico received approximately $18.6 million in
principal plus accrued interest thereon pursuant to the Sale Agreements upon
consummation of the Sale when the interim loan was paid in full. In connection
with Heico's participation in the interim loan, Heico was granted warrants to
purchase 416,240 shares of common stock for $.01 per share. The warrants expire
in June 2008.

     In connection with the service of its designees on the Board of Directors,
Heico has incurred various expenses which are reimbursable by the Company. Heico
will be reimbursed for these expenses from the proceeds received by the Company
from the Sale.

Other Transactions

     Stanley H. Meadows, one of the Company's directors, is a partner of
McDermott, Will & Emery, a law firm which provided the Company with legal
services during 1999.

     In June 1999, in connection with Mr. Grivner's relocation to Chicago to
begin his employment as the Company's Chief Executive Officer, Heico purchased
his house in Virginia from Mr. Grivner for $2.1 million. Heico borrowed the
funds necessary to purchase the house under its revolving line of credit. After
the purchase, Heico listed the house for sale and paid for the upkeep of the
property.

     In March 2000, the Company agreed to purchase Mr. Grivner's house from
Heico for approximately $2.2 million, representing the purchase price paid by
Heico, the interest paid by Heico under its revolving line of credit for the
funds used to purchase the house and the cost of maintaining the property during
the time the house has been held by Heico. The Company expects to complete this
transaction in June 2000 and intends to sell the house as soon as possible.

                                       18
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to its
Annual Report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized.

                              WORLDPORT COMMUNICATIONS, INC.


                              By: /s/ Michael E. Heisley, Sr.
                                  ---------------------------
                                  Michael E. Heisley, Sr.
                                  Chief Executive Officer and President
Dated:  June 21, 2000

                                       19