World Wrestling Entertainmentinc – ‘424B4’ on 12/21/01

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Prospectus   —   Rule 424(b)(4)
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Document/Exhibit                   Description                      Pages   Size 

 1: 424B4       Prospectus                                            12     52K 

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PROSPECTUS

2,582,773 SHARES

WORLD WRESTLING FEDERATION ENTERTAINMENT, INC.

CLASS A COMMON STOCK
 ---------------------

     This  prospectus  covers  the  offer  and  sale  of up to an  aggregate  of
2,582,773  shares of our Class A common stock by the  stockholder  identified in
this prospectus.  The selling stockholder acquired 1,886,793 shares of our Class
A common stock in a private sale that was completed on August 30, 2001,  and the
balance of its shares in open market purchases prior thereto.                   

     The selling  stockholder  may offer its shares of our Class A common  stock
through public or private  transactions,  on or off the New York Stock Exchange,
at prevailing  market prices,  or at privately  negotiated  prices.  The selling
stockholder can use  broker-dealers  to facilitate  these  transactions.  To the
extent  required,  the specific  shares to be sold,  the terms of the  offering,
including  price,  the  names  of any  agent,  dealer  or  underwriter,  and any
applicable  commission,  discount  or  other  compensation  with  respect  to  a
particular sale will be set forth in an accompanying prospectus supplement.     

     Our Class A common  stock is listed on the NYSE under the symbol  "WWF." On
December 20, 2001, the last  reported sale price of our Class A common stock was
$12.32 per share.                                                               

     YOU SHOULD CAREFULLY  CONSIDER THE RISK FACTORS BEGINNING ON PAGE 3 OF THIS
PROSPECTUS BEFORE PURCHASING ANY SHARES OF OUR CLASS A COMMON STOCK.            

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

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or disapproved of these securities or determined if this
prospectus  is truthful or  complete.  Any  representation  to the contrary is a
criminal offense.                                                               

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

The date of this prospectus is December 21, 2001

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 ABOUT THIS PROSPECTUS

     This prospectus is part of a registration  statement that we filed with the
SEC. This prospectus  provides you a general description of the securities being
offered.  You should read this prospectus  together with additional  information
described below under the heading "Where You Can Find More Information."        

 WHERE YOU CAN FIND MORE INFORMATION

     We file annual,  quarterly and special reports,  proxy statements and other
information  with the SEC.  You may  read and copy any  document  we file at the
SEC's public reference rooms at the SEC's  headquarters at Room 1024,  Judiciary
Plaza, 450 Fifth Street, N.W., Washington,  D.C. 20549. Our SEC filings are also
available   to  the  public  over  the   Internet  at  the  SEC's  web  site  at
http://www.sec.gov.   Please  call  the  SEC  at   1-800-SEC-0330   for  further
information on the public reference room.                                       

INCORPORATION BY REFERENCE

     The SEC allows us to  "incorporate  by reference"  the  information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents.  The information  incorporated by reference is
an important part of this  prospectus,  and information  that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents  listed below and any future filings we make with the
SEC under Sections 13(a),  13(c), 14 or 15(d) of the Securities  Exchange Act of
1934 until all of the securities are sold.                                      

o Annual  Report on Form 10-K for the  fiscal  year  ended  April  30,  2001.   
o Quarterly Reports on Form 10-Q for the fiscal quarters ended July 27, 2001 and
October 26, 2001.                                                           
o Proxy Statement dated August 17, 2001.                                        
o Current Report on Form 8-K filed May 14, 2001.                                
o The  description  of our Class A common stock  contained  in our  Registration
Statements on Form 8-A filed October 14, 1999 and September 22, 2000.       

     You  may  request  a copy  of  these  filings  at no  cost  by  writing  or
telephoning us at the following address:                                        

World Wrestling Federation Entertainment, Inc.              
Attention:  Investor Relations                              
1241 East Main Street                                       
Stamford, CT  06902                                         
Telephone:  (203) 352-8600 ext. 2299                        

CONVENTIONS WHICH APPLY IN THIS PROSPECTUS

     References in this prospectus to "the company",  "we", "our" and "us" refer
to World Wrestling Federation Entertainment, Inc. and our subsidiaries.         

     World Wrestling  Federation and the World Wrestling Federation logo are two
of our marks. This prospectus also contains  trademarks and trade names of other
companies.  All trademarks and trade names  appearing in this prospectus are the
property of their  respective  holders.  Because  insertion  of our stylized and
distinctive scratch logo is impossible in this prospectus, we refer to that logo
as "WWF" herein for  explanatory  purposes  only.  In commerce,  we use the logo
itself exclusively, rather than the initials.                                   

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

     You  should  rely only on the  information  contained  or  incorporated  by
reference  in this  prospectus.  We have not  authorized  anyone to provide  you
different  information.  You should not assume that the information contained in
this  prospectus  is  accurate  as of any date  other than the date on the front
cover of this prospectus.                                                       

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RISK FACTORS

     You should carefully  consider the following  factors and other information
contained or  incorporated  by reference in this  prospectus in  evaluating  our
business  before  deciding  whether  to  invest  in shares of our Class A common
stock.                                                                          

THE FAILURE TO CONTINUE TO DEVELOP CREATIVE AND ENTERTAINING PROGRAMS AND EVENTS
WOULD LIKELY LEAD TO A DECLINE IN THE POPULARITY OF OUR BRAND OF ENTERTAINMENT. 

     The  creation,  marketing  and  distribution  of  our  live  and  televised
entertainment,  including our pay-per-view  events,  is the core of our business
and is critical to our  ability to generate  revenues.  A failure to continue to
create  popular  live events and  televised  programming  would likely lead to a
decline in our television ratings and attendance at our live events, which would
adversely affect our ability to generate revenues.                              

THE  FAILURE TO RETAIN OR CONTINUE  TO RECRUIT  KEY  PERFORMERS  COULD LEAD TO A
DECLINE  IN THE  APPEAL OF OUR STORY  LINES AND THE  POPULARITY  OF OUR BRAND OF
ENTERTAINMENT.                                                                  

     Our success depends, in large part, upon our ability to recruit,  train and
retain athletic  performers who have the physical  presence,  acting ability and
charisma to portray characters in our live events and televised programming.  We
cannot assure you that we will be able to continue to identify, train and retain
these performers in the future. Additionally,  we cannot assure you that we will
be able to retain our  current  performers  when  their  contracts  expire.  Our
failure to attract and retain key  performers,  or a serious or untimely  injury
to, or the death of, any of our key  performers,  would likely lead to a decline
in  the  appeal  of  our  story  lines  and  the  popularity  of  our  brand  of
entertainment, which would adversely affect our ability to generate revenues.   

THE LOSS OF THE CREATIVE  SERVICES OF VINCENT MCMAHON COULD ADVERSELY AFFECT OUR
ABILITY TO CREATE POPULAR CHARACTERS AND CREATIVE STORY LINES.                  

     For the  foreseeable  future,  we will  depend  heavily  on the  vision and
services of Vincent McMahon.  In addition to serving as Chairman of our board of
directors, Mr. McMahon leads the creative team that develops the story lines and
the characters  for our televised  programming  and live events.  Mr. McMahon is
also an important member of the cast of performers.  The loss of Mr. McMahon due
to retirement,  disability or death could have a material  adverse affect on our
ability to create popular  characters and creative story lines.  We do not carry
key man life  insurance  on Mr.  McMahon  sufficient  to  cover  the loss of his
services.                                                                       

THE FAILURE TO  MAINTAIN  OR RENEW KEY  AGREEMENTS  COULD  ADVERSELY  AFFECT OUR
ABILITY TO DISTRIBUTE OUR TELEVISION AND PAY-PER-VIEW PROGRAMMING.              

     We have an agreement with Viacom Inc. through the television  season ending
September  2005 under  which five  hours of our  programming  are shown on cable
networks  owned  by  Viacom.   Our  flagship  program,   Raw,  as  well  as  our
post-produced  program,  Excess,  are aired on TNN:  The National  Network,  and
Sunday  Night Heat is aired on the MTV  Network.  Smackdown  is broadcast on UPN
through the 2002/2003  television season. In addition,  Tough Enough airs on the
MTV Network  through 2002.  We have a contract  expiring in 2004 with In Demand,
the leading  distributor of  pay-per-view  programming in the United States,  to
continue to provide services to us. Because our revenues are generated, directly
and indirectly, from the distribution of our televised programming,  any failure
to maintain or renew these arrangements with the distributors of our programs or
the failure of the distributors to continue to provide services to us could have
a material  adverse  effect on our operating  results.  In this regard,  we have
recently  reached an impasse in  negotiations  with  DirecTV,  which carried our
pay-per-view events until October 2001. We anticipate the negative impact of the
termination  of our  relationship  with DirecTV on our income before taxes to be
approximately $1.0 to $1.3 million per month.                                   

THE MARKETS IN WHICH WE OPERATE ARE HIGHLY  COMPETITIVE,  AND WE MAY NOT BE ABLE
TO COMPETE  EFFECTIVELY,  ESPECIALLY AGAINST  COMPETITORS WITH GREATER FINANCIAL
RESOURCES OR MARKETPLACE PRESENCE.                                              

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     We compete for  advertising  dollars  with other media  companies.  For our
live,   television  and   pay-per-view   audiences  we  face   competition  from
professional  and  college  sports,  as well as from  other  forms  of live  and
televised   entertainment  and  other  leisure   activities.   We  compete  with
entertainment  companies,  professional  and  college  sports  leagues and other
makers  of  branded  apparel  and  merchandise  for  the  sale  of  our  branded
merchandise.  Certain  companies  with whom we compete  have  greater  financial
resources than we do.                                                           

     In addition to a wide variety of clubs and other  entertainment  centers in
the New York metropolitan  area, our WWF New York themed  entertainment  complex
competes with themed and other restaurants in the Times Square area.            

     Our failure to compete  effectively  could result in a significant  loss of
viewers, venues, distribution channels or performers and fewer entertainment and
advertising  dollars  spent on our form of  sports  entertainment,  any of which
could  have a  material  adverse  effect  on our  operating  results,  financial
condition and prospects.                                                        

BECAUSE WE DEPEND  UPON OUR  INTELLECTUAL  PROPERTY  RIGHTS,  OUR  INABILITY  TO
PROTECT THOSE  RIGHTS,  OR OUR  INFRINGEMENT  OF OTHERS'  INTELLECTUAL  PROPERTY
RIGHTS, COULD NEGATIVELY IMPACT OUR ABILITY TO COMPETE.                         

     Our inability to protect our large portfolio of trademarks,  service marks,
copyrighted material and characters, trade names and other intellectual property
rights could negatively impact our ability to compete.  Intellectual property is
material to all aspects of our operations,  and we expend  substantial  cost and
effort in an attempt to maintain  and protect our  intellectual  property and to
maintain compliance vis-a-vis other parties'  intellectual  property.  We have a
large portfolio of registered and pending trademarks and service marks worldwide
and maintain a large catalog of registered  copyrights on all of our merchandise
containing  artwork,  including  merchandise,   music,  photographs,  books  and
magazines,  videos and apparel  art.  The focus of our  continuous  registration
effort is to seek copyright and trademark  registration of marks and works which
embody our originally created  characters  portrayed by our performers and which
encompass images, likenesses or names of these characters,  commonly referred to
as their trade  dress.  We also own a large  number of Internet web domain names
and have a network of developed  sites,  which contribute to the exploitation of
our trademarks and service marks worldwide.                                     

     In April  2000,  the WWF - World  Wide  Fund for  Nature  (the  "Fund"),  a
non-profit environmental conservation organization, instituted legal proceedings
against us in the English High Court seeking  injunctive  relief and unspecified
damages for alleged  breaches of an agreement  between the Fund and us. The Fund
alleges that our use of the initials  "WWF" in various  contexts,  including (i)
the wwf.com and  wwfshopzone.com  internet  domain  names and in the contents of
various of our  websites;  and (ii) our  "scratch"  logo,  violate the agreement
between the Fund and us. In January 2001, the Fund filed for summary judgment on
its claims,  and on August 10, 2001,  the trial judge  granted the Fund's motion
for summary  judgment,  holding  that we  breached  the  agreement  by using the
website  address and  scratch  logo and that a trial is not  warranted  on these
issues.  The judge  issued a form of  written  injunction  on  October  1, 2001,
granted us leave to appeal and stayed the order  pending our appeal.  We believe
this  decision is  erroneous,  and we are  vigorously  pursuing  our appeal.  An
unfavorable  outcome  of this  suit may have a  material  adverse  effect on our
financial condition, results of operations or prospects.                        

     We  vigorously  enforce our  intellectual  property  rights by, among other
things, searching the Internet to ascertain unauthorized use of our intellectual
property,  seizing goods at our live events that feature unauthorized use of our
intellectual  property  and  seeking  restraining  orders in court  against  any
individual or entity infringing our intellectual  property rights. To the extent
that  we are  not  effective  in  curtailing  infringement  of our  intellectual
property rights by others, we could be impacted negatively.                     

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A  CONTINUING  DECLINE  IN  GENERAL  ECONOMIC  CONDITIONS  OR A  DECLINE  IN THE
POPULARITY  OF OUR BRAND OF SPORTS  ENTERTAINMENT  COULD  ADVERSELY  IMPACT  OUR
BUSINESS.                                                                       

     Our  operations  are affected by general  economic  conditions and consumer
tastes,  and  therefore  our  future  success is  unpredictable.  The demand for
entertainment and leisure  activities tends to be highly sensitive to consumers'
disposable incomes, and thus a continuing decline in general economic conditions
could result in our fans or potential fans having less  discretionary  income to
spend on our live and televised  entertainment  and branded  merchandise,  which
could have an adverse effect on our business or operating results.              

     The continued  popularity of our brand of entertainment is important to our
results of operations  and the long-term  value of our brand.  Public tastes are
unpredictable  and  subject  to change  and may be  affected  by  changes in the
country's  political and social climate. A change in public tastes may adversely
affect our future success.                                                      

OUR INSURANCE MAY NOT BE ADEQUATE TO COVER LIABILITIES  RESULTING FROM ACCIDENTS
OR INJURIES.                                                                    

     We hold  approximately  200 live events each year  primarily  in the United
States and Canada.  This schedule  exposes our  performers and our employees who
are  involved  in the  production  of those  events  to the risk of  travel  and
performance-related  accidents,  the  consequences  of  which  may not be  fully
covered by insurance.  The physical  nature of our events exposes our performers
to the risk of  serious  injury or death.  Although  we have  general  liability
insurance  and umbrella  insurance  policies,  and although our  performers,  as
independent contractors,  generally have health,  disability and life insurance,
we cannot  assure you that the  consequences  of any  accident or injury will be
fully covered by insurance.  Our liability resulting from any accident or injury
not  covered  by our  insurance  could  have a  material  adverse  effect on our
operating results and financial condition.                                      

WE MAY BE PROHIBITED  FROM PROMOTING AND CONDUCTING OUR LIVE EVENTS IF WE DO NOT
COMPLY WITH APPLICABLE REGULATIONS.                                             

     In  various  states  in the  United  States  and some  Canadian  provinces,
athletic  commissions and other  applicable  regulatory  agencies  require us to
obtain promoters' licenses,  performers' licenses, medical licenses and/or event
permits in order for us to promote  and conduct  our live  events.  In the event
that we fail to comply with the regulations of a particular jurisdiction, we may
be  prohibited   from   promoting  and   conducting  our  live  events  in  that
jurisdiction.  The inability to present our live events over an extended  period
of time or in a number of  jurisdictions  would lead to a decline in the various
revenue  streams  generated  from our live  events,  which could have an adverse
effect on our business or operating results.                                    

WE COULD  INCUR  SUBSTANTIAL  LIABILITIES  IF  PENDING  MATERIAL  LITIGATION  IS
RESOLVED UNFAVORABLY.                                                           

     We are currently a party to civil litigation which, if concluded  adversely
to our interests,  could have a material adverse effect on our operating results
and financial  condition or could require us to conduct  certain  aspects of our
business differently.  These material legal proceedings are more fully described
in  documents  incorporated  into this  prospectus  by  reference.  For example,
pending  litigation  includes  the  claim by the  World  Wide  Fund  for  Nature
mentioned above.                                                                

WE WILL  FACE A  VARIETY  OF  RISKS  AS WE  EXPAND  INTO  NEW AND  COMPLEMENTARY
BUSINESSES.                                                                     

     Over the last 20 years,  our core  operations  have consisted of marketing,
promoting and distributing our live and televised  entertainment and our branded
merchandise.   Our  current  strategic   objectives  include  not  only  further
developing and enhancing our existing business but also entering into new or    

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complementary businesses, such as the creation of new forms of entertainment and
brands,  the  development of new television  programming  and the development of
branded location-based  entertainment businesses, such as WWF New York, which we
acquired  in early  2000.  In February  2001,  we  launched  the XFL, a start-up
professional  football  league which  ceased  operations  after one season.  The
following  risks  are  associated  with  expanding  into  new  or  complementary
businesses by acquisition,  strategic alliance,  investment,  licensing or other
arrangements:                                                                   

o  potential diversion of management's attention and resources from our existing
   business  and an  inability  to recruit or develop the  necessary  management
resources to manage new businesses;                                       
o  unanticipated   liabilities  or  contingencies   from  new  or  complementary
businesses or ventures;                                                   
o  reduced earnings due to increased  amortization and  depreciation,  increased
   interest   costs  and  additional   costs  related  to  the   integration  of
acquisitions;                                                             
o  potential  reallocations  of resources  due to the growing  complexity of our
business and strategy;                                                    
o  competition   from  companies  then  engaged  in  the  new  or  complementary
businesses that we are entering;                                          
o  possible additional regulatory requirements and compliance costs;            
o  dilution of our stockholders'  percentage ownership and/or an increase of our
   leverage  when issuing  equity or  convertible  debt  securities or incurring
debt; and                                                                 
o  potential  unavailability  on  acceptable  terms,  or at all,  of  additional
financing necessary for expansion.                                        

THROUGH HIS BENEFICIAL OWNERSHIP OF A SUBSTANTIAL MAJORITY OF OUR CLASS B COMMON
STOCK, MR. MCMAHON CAN EXERCISE SIGNIFICANT  INFLUENCE OVER OUR AFFAIRS, AND HIS
INTERESTS MAY CONFLICT WITH THE HOLDERS OF OUR CLASS A COMMON STOCK.            

     We have two classes of common stock -- Class A, which  carries one vote per
share, and Class B, which carries ten votes per share. A substantial majority of
the issued and  outstanding  shares of Class B common  stock is owned by Vincent
McMahon  directly or as the trustee of a trust for the benefit of his  children.
As a result,  Mr. McMahon controls  approximately 96% of the voting power of the
issued and  outstanding  shares of our  common  stock as of  October  26,  2001.
Accordingly,  he is able to control  the  outcome of  substantially  all actions
requiring  stockholder  approval,  including the election of our directors,  the
adoption of  amendments  to our  certificate  of  incorporation  and approval of
mergers  or sales of  substantially  all of our  assets.  The  interests  of Mr.
McMahon may  conflict  with the  interests  of the holders of our Class A common
stock. In addition, the voting power of Mr. McMahon through his ownership of our
Class B common stock could discourage others from initiating  potential mergers,
takeovers or other change of control transactions. As a result, the market price
of our Class A common stock could decline.                                      

A SUBSTANTIAL  NUMBER OF SHARES WILL BE ELIGIBLE FOR FUTURE SALE BY MR. MCMAHON,
AND THE SALE OF THOSE SHARES COULD LOWER OUR STOCK PRICE.                       

     We cannot  predict the effect,  if any,  that future sales of shares of our
Class B common stock (which, upon distribution to anyone other than Mr. McMahon,
Mrs.  McMahon,  any  descendant of either of them, any entity which is owned and
controlled  by  any   combination  of  such  persons  or  any  trust,   all  the
beneficiaries of which are any combination of such persons,  shall automatically
convert  on a  one-for-one  basis  into  shares of Class A common  stock) or the
availability  of those  shares for future sale will have on the market  price of
our Class A common  stock.  Sales of  substantial  amounts of our Class B common
stock, or the perception  that such sales could occur,  may lower the prevailing
market price of our Class A common stock.  These factors could also make it more
difficult for us to raise funds through  future  offerings of our Class A common
stock.                                                                          

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THIS  PROSPECTUS  CONTAINS  FORWARD-LOOKING  INFORMATION,  WHICH  MAY NOT  PROVE
ACCURATE.                                                                       

     This prospectus and the materials incorporated by reference herein, contain
forward-looking  statements regarding our business. When used in this prospectus
and  materials  incorporated  herein  by  reference,  the  words  "anticipates",
"plans", "believes",  "estimates", "intends", "expects" and "projects" typically
identify forward-looking statements, although not all forward-looking statements
contain  such  words.  Such  statements,  including,  but not  limited  to,  our
statements  regarding  our business and operating  strategies  and liquidity and
capital resources,  are based on management's beliefs, as well as on assumptions
made by, and information  currently available to, management,  and involve risks
and  uncertainties,  some of which are beyond our  control.  Our actual  results
could differ materially from those expressed in any forward-looking  statements.
In light  of these  risks  and  uncertainties,  we  cannot  assure  you that any
forward-looking information will prove to be accurate.                          

 SELLING STOCKHOLDER

     The  following  table sets forth,  as of October 26, 2001,  the name of the
selling  stockholder,  the  aggregate  number  of  shares  owned by the  selling
stockholder  prior to this offer and the aggregate number of shares of our Class
A common stock registered on behalf of such selling  stockholder.  The shares of
our Class A common stock offered under this  prospectus may be offered from time
to time by the selling stockholder.  The selling stockholder is not obligated to
sell all or any portion of its shares pursuant to this prospectus.  The decision
of the selling  stockholder to sell some or all of the  stockholder's  shares of
our Class A common stock  offered  under this  prospectus  is  dependent  upon a
variety  of  factors,  including  the price of our Class A common  stock and the
selling stockholder's financial  circumstances.  Because the selling stockholder
may sell all or some of its shares, no estimate can be given as to the amount of
Class A common stock actually to be offered for sale by the selling  stockholder
or as to the  amount of Class A common  stock  that will be held by the  selling
stockholder upon the termination of this offering.                              

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SHARES OF CLASS A COMMON
STOCK BENEFICIALLY OWNED

                                                      Number of Shares
                            Shares Owned Prior        Being Registered
Selling Stockholder           to the Offering               for Sale    
-------------------          ------------------        ---------------- 

Invemed Catalyst                2,582,773                 2,582,773   
Fund, L.P.                                                            

     Except as provided below, the selling  stockholder does not have, or within
the past three years, has not had, any position, office or material relationship
with us or any of our predecessors or affiliates.  Mr. Michael  Solomon,  one of
our directors, is a member of Gladwyne Catalyst GenPar, LLC, one of the managing
members of Invemed Catalyst GenPar, LLC, the general partner of Invemed Catalyst
Fund, L.P.                                                                      

     The selling stockholder purchased its shares of our Class A common stock at
a price of $13.25  per  share in a private  sale  from The  Vincent  K.  McMahon
Irrevocable  Trust on August 30, 2001.  We are  registering  the resale of these
shares  pursuant to a  registration  rights  agreement  we entered into with the
selling   stockholder  on  August  30,  2001.  Under  this  registration  rights
agreement,  we will pay all expenses relating to this registration statement and
the offering of shares of Class A common  stock  hereby  except for (i) fees and
expenses of the selling  stockholder's  counsel; (ii) any costs which arise as a
result of an underwriting requested by the selling stockholder; and (iii) in the
case of an underwriting  initiated by us, underwriting discounts and commissions
payable to underwriters,  selling brokers,  managers and similar persons engaged
in the  distribution  of the shares of Class A common stock. We have also agreed
to indemnify  the selling  stockholder  against  certain  liabilities  under the
Securities  Act, or to  contribute  to payments the selling  stockholder  may be
required to make in respect thereof. Reciprocally, the stockholder has agreed to
indemnify us for similar  liabilities  or to contribute to payments we must make
in respect  thereof.  We will receive no part of the proceeds  from the sales of
the Class A common stock offered hereby.                                        

PLAN OF DISTRIBUTION

     Subject to restrictions contained in the registration rights agreement, the
Class A common  stock held by the selling  stockholder  and its  successors  and
permitted assigns who acquire the shares after the date of this prospectus,  may
be sold  from  time  to time on any  stock  exchange  or  automated  interdealer
quotation  system  on which the  shares  are  listed,  in  privately  negotiated
transactions or otherwise.  The selling  stockholder may sell the Class A common
stock at market prices prevailing at the time of sale, at prices related to such
prevailing  market  prices,  at fixed  prices,  prices  subject to changes or at
prices otherwise  negotiated,  by one or more methods,  including the following,
without limitation:                                                             

o  Block  trades in which the broker or dealer so engaged  will  attempt to sell
   the  shares as agent but may  position  and  resell a portion of the block as
principal to facilitate the transaction;                                  

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o  Purchases  by a broker or dealer as  principal  and  resale by the  broker or
dealer for its own account pursuant to this prospectus;                   
o  An exchange  distribution  in accordance with the rules of any stock exchange
on which the shares are listed;                                           
o  Ordinary brokerage transactions and transactions in which the broker solicits
purchases;                                                                
o  Market transactions;                                                         
o  Privately negotiated transactions;                                           
o  Short sales;                                                                 
o  Through the writing of options on the shares,  whether or not the options are
listed on an options exchange;                                            
o  Through  one or more  underwritten  offerings  on a firm  commitment  or best
efforts basis;                                                            
o  Sales through agents;                                                        
o  Any combination of any of these methods of sales, or                         
o  Any other legally available means.                                           

     We do not know of any arrangements by the selling  stockholder for the sale
of any of the shares of Class A common stock.                                   

     The  selling  stockholder  may effect  transactions  by selling the Class A
common stock  directly to  purchasers  or through or to brokers or dealers,  and
brokers  or  dealers  may  receive   compensation  in  the  form  of  discounts,
concessions  or  commissions  from  the  selling  stockholder,  and/or  from the
purchasers  of the Class A common  stock for whom it may act as agent or to whom
it may sell as principal,  or both (which compensation as to a particular broker
or dealer might be in excess of customary commissions).  Any brokers and dealers
engaged by the selling  stockholder  may arrange for other brokers or dealers to
participate in effecting  sales of the shares.  These brokers or dealers may act
as principals,  or as an agent of the selling  stockholder.  Broker-dealers  may
agree with the selling stockholder to sell a specified number of the shares at a
stipulated price per share. If the broker-dealer is unable to sell shares acting
as agent for the selling  stockholder,  it may purchase as principal  any unsold
shares at the stipulated price.  Broker-dealers who acquire shares as principals
may thereafter  resell the shares from time to time in transactions on any stock
exchange or automated  interdealer quotation system on which the shares are then
listed,  at prices and on terms then  prevailing  at the time of sale, at prices
related  to  the  then-current  market  price  or  in  negotiated  transactions.
Broker-dealers   may  use  block   transactions   and   sales  to  and   through
broker-dealers, including transactions of the nature described above.           

     Upon our  being  notified  by the  selling  stockholder  that any  material
arrangement  has been entered into with a  broker-dealer  for the sale of any of
the Class A common stock offered hereby through a block trade, special offering,
exchange  distribution  or secondary  distribution  or a purchase by a broker or
dealer, to the extent required, a prospectus  supplement will be filed that will
set  forth  the  specific  shares  to be sold  and the  terms  of the  offering,
including the name or names of any underwriters or dealer-agents, any discounts,
commissions  and  other  items   constituting   compensation  from  the  selling
stockholder and any discounts,  commissions or concessions  allowed or reallowed
or paid to dealers.                                                             

     Any of the  shares  covered  by this  prospectus  which  qualify  for  sale
pursuant  to Rule 144 under the  Securities  Act of 1933 may be sold  under that
rule rather than pursuant to this prospectus.                                   

     We cannot assure you that the selling  stockholder  will sell any or all of
the Class A common stock offered by them under this prospectus.                 

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     The  selling   stockholder  may  enter  into  hedging   transactions   with
broker-dealers,  and the  broker-dealers may engage in short sales of the shares
in the course of hedging the positions they assume with the selling stockholder,
including, without limitation, in connection with distributions of the shares by
those  broker-dealers.  The selling  stockholder  may enter into option or other
transactions with broker-dealers that involve the delivery of the shares offered
hereby to the  broker-dealers,  who may then resell or otherwise  transfer those
shares pursuant to this  prospectus (as  supplemented or amended to reflect such
transaction).  In addition, the selling stockholder may, from time to time, sell
the shares short,  and, in those instances,  this prospectus may be delivered in
connection with the short sales and the shares offered under this prospectus may
be used to cover short sales. The selling stockholder may also pledge the shares
offered hereby to a broker-dealer  or other financial  institution,  and, upon a
default,  the  broker-dealer or other financial  institution may effect sales of
the pledged shares pursuant to this prospectus (if required,  as supplemented or
amended to reflect such transaction).                                           

     The selling stockholder and any broker-dealer acting in connection with the
sale of the  common  stock  offered  hereby  may be deemed to be  "underwriters"
within the meaning of the  Securities Act of 1933, in which event any discounts,
concessions  or commissions  received by them,  which are not expected to exceed
those customary in the types of transactions  involved, or any profit on resales
of the  Class  A  common  stock  by  them,  may  be  deemed  to be  underwriting
commissions  or discounts  under the Securities Act of 1933. We have advised the
selling  stockholder  that the  provisions of the Exchange Act and the rules and
regulations  under  the  Exchange  Act,  including,   without  limitation,   the
anti-manipulation  rules of  Regulation M  promulgated  by the SEC, may apply to
their  sales in the market and have  informed  them that they will be subject to
the  prospectus  delivery  requirements  of the Securities Act of 1933 which may
include delivery through the facilities of the New York Stock Exchange  pursuant
to Rule 153 under the  Securities  Act of 1933.  All of the above may affect the
marketability  of the  shares  of Class A common  stock and the  ability  of any
person to engage in  market-making  activities  with  respect to these shares of
Class A common stock.                                                           

     Under the securities laws of certain  states,  the shares of Class A common
stock may be sold in those states only through registered or licensed brokers or
dealers.  In addition,  in certain states the shares of Class A common stock may
not be sold unless the shares of Class A common  stock have been  registered  or
qualified  for  sale  in  the  state  or  an  exemption  from   registration  or
qualification is available and is complied with.                                

     The selling  stockholder may agree to indemnify any agent, broker or dealer
that  participates in  transactions  involving sales of our common stock against
certain  liabilities,  including  liabilities  under the Securities Act of 1933.
Under a  registration  rights  agreement  with the selling  stockholder,  we are
required to pay all expenses  relating to this  registration  statement  and the
offering  of  shares of Class A common  stock  hereby,  except  for (i) fees and
expenses of the selling  stockholder's  counsel; (ii) any such costs which arise
as a result of an underwriting  requested by the selling stockholder;  and (iii)
in the case of any  underwriting  initiated  by us,  discounts  and  commissions
payable to underwriters,  selling brokers,  managers and similar persons engaged
in the distribution of the shares.  We have also agreed to indemnify the selling
stockholder  against  certain  liabilities  under  the  Securities  Act,  or  to
contribute  to  payments  the  selling  stockholder  may be  required to make in
respect thereof. We will receive no part of the proceeds from sales of the Class
A common stock offered hereby.                                                  

     We are  permitted  to  suspend  the use of this  prospectus  under  certain
circumstances  relating to pending corporate  developments,  public filings with
the SEC and  similar  events  for a period not to exceed 90 days in any 12 month
period.                                                                         

     The shares of Class A common  stock are listed for  trading on the New York
Stock Exchange under the symbol "WWF".                                          

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 USE OF PROCEEDS

     All net  proceeds  from the sale of the shares of our Class A common  stock
will be received by the selling  stockholder.  Accordingly,  we will not receive
any  proceeds  from the  sales of the  shares  of Class A common  stock  offered
hereby.                                                                         

 LEGAL MATTERS

     The validity of the shares of Class A common stock  offered  hereby will be
passed upon for us by Kirkpatrick & Lockhart LLP, Pittsburgh, Pennsylvania.     

 EXPERTS

     The consolidated  financial  statements and the related financial statement
schedule  incorporated in this prospectus by reference from the Company's Annual
Report on Form 10-K for the fiscal year ended  April 30, 2001 have been  audited
by Deloitte & Touche LLP, independent auditors, as stated in their report, which
is incorporated  herein by reference,  and have been so incorporated in reliance
upon the report of such firm given upon their authority as experts in accounting
and auditing.                                                                   

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 TABLE OF CONTENTS

                                                                          PAGE
                                                                          ----

About this Prospectus.........................................................2 

Risk Factors..................................................................3 

Selling Stockholder...........................................................7 

Plan of Distribution..........................................................8 

Use of Proceeds..............................................................11 

Legal Matters................................................................11 

Experts......................................................................11 

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424B4’ Filing		Date		First		Last			Other Filings
Filed on:		12/21/01		1
		12/20/01		1
		10/26/01		2		7			10-Q
		10/1/01		4
		8/30/01		1		8			3
		8/17/01		2					DEF 14A
		8/10/01		4
		7/27/01		2					10-K,  10-Q
		5/14/01		2					8-K
		4/30/01		2		11			10-K
		9/22/00		2					8-A12B,  DEF 14A
		10/14/99		2					8-A12G
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