SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)* WILLIAMS COMMUNICATIONS GROUP, INC. ------------------------------------------ (Name of Issuer) Class A Common Stock, $0.01 par value ------------------------------------------ (Title of Class of Securities) 969455104 ------------------------------------------ (CUSIP Number) F. Thomas Dunlap Senior Vice President, General Counsel and Secretary Intel Corporation 2200 Mission College Boulevard Santa Clara, CA 95052 Telephone: (408) 765-8080 ------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 17, 2001 ------------------------------------------ (Date of Event which Requires Filing of this Statement If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1 (e), 13d-1 (f) or 13d-1 (g), check the following box [ ]. *The remainder of this cover page shall be filled out for a reporting person 's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 10 Pages CUSIP No. 969455104 Schedule 13D Page 2 of 10 1. NAME OF REPORTING PERSON Intel Corporation S.S. OR I.R.S. IDENTIFICATION NO. OF 94-1672743 ABOVE PERSON 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF (a) [ ] A GROUP** (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS** WC 5. CHECK BOX IF DISCLOSURE OF LEGAL [ ] PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7. SOLE VOTING POWER -0- SHARES BENEFICIALLY 8. SHARED VOTING POWER -0- OWNED BY EACH 9. SOLE DISPOSITIVE POWER -0- REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW [ ] (11) EXCLUDES CERTAIN SHARES** 13. PERCENT OF CLASS REPRESENTED BY AMOUNT 0.0% IN ROW (11) 14. TYPE OF REPORTING PERSON CO **SEE INSTRUCTIONS BEFORE FILLING OUT! (1) The beneficial ownership of the Reporting Person fell below 5% on April 23, 2001, upon an increase in the amount of Issuer's outstanding Class A Common Stock (the "Common Stock"). The event date set forth above reflects the date on which the Reporting Person first effected a sales transaction after April 23, 2001. CUSIP No. 969455104 Schedule 13D Page 3 of 10 Intel Corporation ("Intel" or the "Reporting Person") hereby amends its statement on Schedule 13D filed with the Securities and Exchange Commission on October 15, 1999, with respect to the Common Stock (the "Common Stock") of Williams Communications Group Inc. ("Williams" or the "Issuer"). ITEM 2. Identity and Background. (a) Name of Person Filing: Intel Corporation. Attached hereto as Appendix A is information required by this Item 2 with respect to the executive officers and directors of the Reporting Person. All such individuals are U.S. citizens, except as otherwise indicated on Appendix A. (b) Address of Principal Business Office: 2200 Mission College Boulevard Santa Clara, CA 95052-8119 (c) Principal Business: Manufacturer of microcomputer components, modules and systems. (d) Criminal Proceedings: During the last five years, neither the Reporting Person nor any executive officer or director of the Reporting Person has been convicted in any criminal proceeding. (e) Civil Proceedings: During the last five years, neither the Reporting Person nor any executive officer or director of the Reporting Person has been party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) Place of Organization: Delaware CUSIP No. 969455104 Schedule 13D Page 4 of 10 ITEM 5. Interest in Securities of the Issuer. (a) Number of Shares Beneficially Owned: 0 shares. Percent of Class: 0.0% of the Issuer 's outstanding Common Stock (based upon 490,668,352 shares of Common Stock outstanding, as reported by the Issuer in its Form 10-Q for the quarter ended June 30, 2001). (b) Sole Power to Vote, Direct the Vote of, Dispose of, or Direct the Disposition of Shares: 2,687,493 shares. (c) Recent Transactions: On August 17, 2001, the Reporting Person sold 129,000 shares of Common Stock in an open- market transaction for cash at an average price of $2.00 per share. (d) Rights with Respect to Dividends or Sales Proceeds: N/A (e) Date of Cessation of Five Percent Beneficial Ownership: April 23, 2001 The amount of Issuer's outstanding Class A Common Stock increased on April 23, 2001. This increase caused the beneficial ownership of the Reporting Person to fall below 5%. CUSIP No. 969455104 Schedule 13D Page 5 of 10 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated as of November 8, 2001 INTEL CORPORATION By: /s/F. Thomas Dunlap, Jr. ------------------------ F. Thomas Dunlap, Jr. Senior Vice President, General Counsel and Secretary CUSIP No. 969455104 Schedule 13D Page 6 of 10 APPENDIX A DIRECTORS The following is a list of all Directors of Intel Corporation and certain other information with respect to each Director. All Directors are United States citizens except as indicated below. Name: Craig R. Barrett Business Intel Corporation, 2200 Mission College Address: Boulevard, Santa Clara, CA 95052 Principal President and Chief Executive Officer Occupation: Name, principal Intel Corporation, a manufacturer of business and microcomputer components, modules and systems. address of 2200 Mission College Boulevard corporation or Santa Clara, CA 95052 other organization in which employment is conducted: Name: John Browne Business BP Amoco p.l.c., Britannic House, 1 Finsbury Address: Circus, London EC2M 7BA Principal Group Chief Executive Occupation: Name, principal BP Amoco p.l.c., an integrated oil company. business and Britannic House, 1 Finsbury Circus address of London EC2M 7BA corporation or other organization in which employment is conducted: Citizenship: British CUSIP No. 969455104 Schedule 13D Page 7 of 10 Pages Name: Winston H. Chen Business Paramitas Foundation, 3945 Freedom Circle, Address: Suite 760, Santa Clara, CA 95054 Principal Chairman Occupation: Name, principal Paramitas Foundation, a charitable foundation. business and 3945 Freedom Circle, Suite 760 address of Santa Clara, CA 95054 corporation or other organization in which employment is conducted: Name: Andrew S. Grove Business Intel Corporation, 2200 Mission College Address: Boulevard, Santa Clara, CA 95052 Principal Chairman of the Board of Directors Occupation: Name, principal Intel Corporation, a manufacturer of business and microcomputer components, modules and systems. address of 2200 Mission College Boulevard corporation or Santa Clara, CA 95052 other organization in which employment is conducted: Name: D. James Guzy Business The Arbor Company, 1340 Arbor Road, Menlo Address: Park, CA 94025 Principal Chairman Occupation: Name, principal The Arbor Company, a limited partnership business and engaged in the electronics and computer address of industry. corporation or 1340 Arbor Road other Menlo Park, CA 94025 organization in which employment is conducted: CUSIP No. 969455104 Schedule 13D Page 8 of 10 Pages Name: Reed E. Hundt Business McKinsey & Company, 600 14th Street NW, #300, Address: Washington, DC 20005 Principal Senior Advisor Occupation: Name, principal McKinsey & Company, a management consulting business and firm address of 600 14th Street NW, #300 corporation or Washington, DC 20005 other organization in which employment is conducted: Name: David S. Pottruck Business The Charles Schwab Corporation, 101 Montgomery Address: Street, San Francisco, CA 94104 Principal President and Co-Chief Executive Officer Occupation: Name, principal The Charles Schwab Corporation, a securities business and brokerage firm address of 101 Montgomery Street corporation or San Francisco, CA 94104 other organization in which employment is conducted: Name: Jane E. Shaw Business AeroGen, Inc., 1310 Orleans Drive, Sunnyvale, Address: CA 94089 Principal Chairman and Chief Executive Officer Occupation: Name, principal AeroGen, Inc., a pulmonary drug delivery business and company address of 1310 Orleans Drive corporation or Sunnyvale, CA 94089 other organization in which employment is conducted: CUSIP No. 969455104 Schedule 13D Page 9 of 10 Pages Name: Leslie L. Vadasz Business Intel Corporation, 2200 Mission College Address: Boulevard, Santa Clara, CA 95052 Principal Executive Vice President; President, Intel Occupation: Capital Name, principal Intel Corporation, a manufacturer of business and microcomputer components, modules and systems. address of 2200 Mission College Boulevard corporation or Santa Clara, CA 95052 other organization in which employment is conducted: Name: David B. Yoffie Business Harvard Business School, Morgan Hall 215, Address: Soldiers Field Park Road, Boston, MA 02163 Principal Max and Doris Starr Professor of International Occupation: Business Administration Name, principal Harvard Business School, an educational business and institution. address of Morgan Hall 215,Soldiers Field Park Road corporation or Boston, MA 02163 other organization in which employment is conducted: Name: Charles E. Young Business University of Florida, 226 Tigert Hall, P.O. Address: Box 113150, Gainesville, FL 32610 Principal President of the University of Florida Occupation: Name, principal University of Florida business and 226 Tigert Hall address of P.O. Box 113150 corporation or Gainesville, FL 32610 other organization in which employment is conducted: CUSIP No. 969455104 Schedule 13D Page 10 of 10 Pages EXECUTIVE OFFICERS The following is a list of all executive officers of Intel Corporation excluding executive officers who are also directors. Unless otherwise indicated, each officer 's business address is 2200 Mission College Boulevard, Santa Clara, California 95052- 8119, which address is Intel Corporation 's business address. Name: Andy D. Bryant Title: Executive Vice President; Chief Financial and Enterprise Services Officer Name: Sean M. Maloney Title: Executive Vice President; General Manager, Intel Communications Group Citizenship: British Name: Paul S. Otellini Title: Executive Vice President; General Manager, Intel Architecture Group Name: Michael R. Splinter Title: Executive Vice President; Director, Sales and Marketing Group Name: F. Thomas Dunlap, Jr. Title: Senior Vice President; General Counsel and Secretary Name: Ronald J. Smith Title: Senior Vice President; General Manager, Wireless Communications and Computing Group Name: Robert J. Baker Title: Vice President; General Manager, Technology and Manufacturing Group Name: Arvind Sodhani Title: Vice President, Treasurer