Usld Communications Corp – ‘8-A12G/A’ on 9/23/97

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Amendment to Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G/A    Amendment to Registration of a Class of Securities     6     33K 

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8-A12G/A
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=================================================================               

SECURITIES AND EXCHANGE COMMISSION                
Washington, D.C.  20549               

FORM 8-A/A                

(Amendment No. 1)               

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES               
PURSUANT TO SECTION 12(b) or 12(g) OF THE               
SECURITIES EXCHANGE ACT OF 1934               

USLD COMMUNICATIONS CORP.               
(Exact Name of Registrant as Specified in its Charter)                

Delaware                             74-2522103         
(State of Incorporation                  (I.R.S. Employer           
or Organization)                     Identification No.)      

9311 San Pedro, Suite 100                                             
San Antonio, Texas                           78216              
(Address of Principal Executive Offices)          (Zip Code)                    

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

Title of each class           Name of each exchange on                
to be so registered      which each class is to be registered         
-------------------      ------------------------------------         

None                             None                   

If this Form relates to the registration of a class of debt                     
securities and is effective upon filing pursuant to General                     
Instruction A.(c)(1), please check the following box.  [  ]                     

If this Form relates to the registration of a class of debt                     
securities and is to become effective simultaneously with the                   
effectiveness of a concurrent registration statement under the                  
Securities Act of 1933 pursuant to General Instruction A.(c)(2),                
please check the following box.  [  ]                                           

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

Series A Junior Participating Preferred Stock Purchase Rights               
(Title of class)                

=================================================================               

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INTRODUCTORY STATEMENT.                                                         

USLD Communications Corp. (f/k/a U.S. Long Distance Corp.)            
hereby amends Item 1 of its Registration Statement on Form 8-A,                 
dated April 26, 1996, by adding the information set forth below                 
under "Description of the Registrant's Securities to be Registered              
- Amendment to the Rights Agreement." The registrant also amends                
Item 2 by adding the Amendment No. 1 to the Rights Agreement as                 
Exhibit 4.2.                                                                    

Item 1.   DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.              

On April 12, 1996, the Board of Directors of U.S. Long                
Distance Corp., a Delaware corporation (the "Company"), declared a              
dividend of one Right for each outstanding share of Common Stock,               
par value $.01 per share, of the Company (the "Common Stock").  The             
dividend is payable to holders of record of Common Stock at the                 
close of business on April 22, 1996.  Each Right entitles the                   
registered holder to purchase from the Company one ten-thousandth               
(1/10,000) of a share of Series A Junior Participating Preferred                
Stock, par value $.01 per share (the "Series A Preferred Stock"),               
at a Purchase Price of $90.  The terms and conditions of the Rights             
are contained in a Rights Agreement dated as of April 12, 1996                  
between U.S. Long Distance Corp. and U.S. Trust Company of Texas,               
N.A., as Rights Agent (the "Rights Agreement").                                 

As discussed below, initially the Rights will not be                  
exercisable, certificates for the Rights will not be issued and the             
Rights will automatically trade with the Common Stock.                          

Until the close of business on the Distribution Date, that            
will occur on the earlier of (i) the tenth day following the public             
announcement that a person or group of affiliated or associated                 
persons ("Acquiring Person") other than the Company, any subsidiary             
of the Company or any employee benefit plan or employee stock plan              
of the Company or of any subsidiary of the Company ("Exempt                     
Person") has acquired, or obtained the right to acquire, beneficial             
ownership of 15% or more of the outstanding Common Stock (the                   
"Stock Acquisition Date") or (ii) the tenth business day following              
the commencement by any person (other than an Exempt Person) of, or             
the announcement of the intention to commence, a tender or exchange             
offer that would result in the ownership of 15% or more of the                  
outstanding Common Stock (the earlier of such dates in clauses (i)              
and (ii) being called the "Distribution Date"), the Rights will be              
evidenced, with respect to any of the Common Stock certificates                 
outstanding as of April 22, 1996, by such Common Stock certificate,             
together with a copy of this Summary of Rights.  The Rights                     
Agreement provides that, until the Distribution Date (or the                    
earlier redemption or expiration of the Rights), the Rights will be             
represented by and transferred with, and only with, the Common                  
Stock.  Until the Distribution Date (or the earlier redemption or               
expiration of the Rights), new Common Stock certificates issued                 
after the Record Date upon transfer or new issuance of shares of                
Common Stock will contain a legend incorporating the Rights                     
Agreement by reference.  Until the Distribution Date (or the                    
earlier redemption or expiration of the Rights), the surrender for              
transfer of any of the Company's Common Stock certificates, with or             
without such legend or a copy of this Summary of Rights, will also              
constitute the surrender for transfer of the Rights associated with             
the Common Stock evidenced by such certificates.  As soon as                    
practicable following the Distribution Date, separate right                     
Certificates will be mailed to holders of record of Common Stock at             
the close of business on the Distribution Date, and thereafter the              
Right Certificates alone will evidence the Rights, the Rights will              
be transferable separate and apart from the Common Stock.                       

The Rights are not exercisable until the Distribution Date.           
The Rights will expire at the close of business on April 12, 2006,              
unless redeemed or exchanged earlier as described below.                        

The Series A Preferred Stock will not be redeemable and,              
unless otherwise provided in connection with the creation of a                  
subsequent series of preferred stock, will be subordinate to all                
other series of the Company's preferred stock.  Each share of                   
Series A Preferred Stock will represent the right to receive, when,             
as and if declared, a quarterly dividend at an annual rate equal to             
the greater of $1.00 per share or 10,000 times the quarterly per                
share cash dividends declared on the Company's Common Stock during              
the immediately preceding fiscal year. In addition, each share of               
Series A Preferred Stock will represent the right to receive 10,000             
times any noncash dividends (other than dividends payable in Common             
Stock) declared on the Common Stock, in like kind.  In the event of             
the liquidation, dissolution or winding up of the Company, each                 
share of Series A Preferred Stock will represent the right to                   
receive a liquidation                                                           

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payment in an amount equal to the greater of $1.00 per share or                 
10,000 times the liquidation payment made per share of Common                   
Stock.  Each share of Series A Preferred Stock will have 10,000                 
votes, voting together with the Common Stock.  In the event of any              
merger, consolidation or other transaction in which common shares               
are exchanged, each share of Series A Preferred Stock will be                   
entitled to receive 10,000 times the amount received per share of               
Common Stock.  The rights of the Series A Preferred Stock as to                 
dividends, liquidation, voting rights and merger participation are              
protected by anti-dilution provisions.                                          

The Purchase Price payable and the number of shares of Series         
A Preferred Stock or other securities or property issuable upon                 
exercise of the Rights are subject to adjustment from time to time              
to prevent dilution (i) in the event of a stock dividend on, or a               
subdivision, combination or reclassification of, the Series A                   
Preferred Stock, (ii) upon the grant to holders of the Series A                 
Preferred Stock of certain rights or warrants to subscribe for                  
Series A Preferred Stock or convertible securities at less than the             
current market price of the Series A Preferred Stock or (iii) upon              
the distribution to holders of the Series A Preferred Stock of                  
evidences of indebtedness or assets (excluding regular cash                     
dividends and dividends payable in Series A Preferred Stock) or of              
subscription rights or warrants.                                                

If any Person (other than an Exempt Person) becomes the               
beneficial owner of 15% or more of the then outstanding shares of               
Common Stock, each holder of a Right, other than the Acquiring                  
Person and/or its affiliates, associates and transferees, will have             
the right to receive, upon payment of the Purchase Price, in lieu               
of Series A Preferred Stock, a number of shares of Common Stock                 
having a market value equal to twice the Purchase Price.  In the                
event that insufficient shares of Common Stock are available for                
the exercise in full of the Rights, the Company shall, in lieu of               
issuing shares of Common Stock upon exercise of Rights, to the                  
extent permitted by applicable law and any material agreements then             
in effect to which the Company is a party, issue shares of Series               
A Preferred Stock, cash, property or other securities of the                    
Company (which may be accompanied by a reduction in the Purchase                
Price), in proportions determined by the Company, so that the                   
aggregate value of such cash, property or other securities received             
is equal to twice the Purchase Price.  After the acquisition of                 
shares of Common Stock by an Acquiring Person as described in this              
paragraph, Rights that are (or, under certain circumstances, Rights             
that were) beneficially owned by an Acquiring Person or its                     
affiliates, associates and transferees will be void.                            

The Board of Directors may, at its option, at any time after          
a person becomes an Acquiring Person, authorize the Company to                  
exchange all or part of the then outstanding and exercisable Rights             
for shares of Common Stock or Series A Preferred Stock at an                    
exchange ratio of one share of Common Stock for one ten-thousandth              
of a share of Series A Preferred Stock per Right, provided that the             
Board of Directors may not effect such exchange after the time that             
any Person (other than an Exempt Person) becomes the beneficial                 
owner of 50% or more of the Common Stock then outstanding.  In the              
event that insufficient shares of Common Stock are available for                
such exchange, the Board of Directors may substitute, in lieu                   
thereof, shares of Series A Preferred Stock or equivalent preferred             
stock of equal value.                                                           

Unless the Rights are earlier redeemed, if, after the Stock           
Acquisition Date, the Company is acquired in a merger or other                  
business combination (in which any shares of the Common Stock are               
changed into or exchanged for other securities or assets) or more               
than 50% of the assets or earning power of the Company and its                  
subsidiaries (taken as a whole) is sold or transferred in one or                
more transactions, other than a transfer to a lender (or an                     
assignee of a lender) of the Company pursuant to material                       
agreements then in effect to which the Company is a party, the                  
Rights Agreement provides that proper provision shall be made so                
that each holder of record of a Right will from and after that time             
have the right to receive, upon payment of the Purchase Price, that             
number of shares of common stock of the acquiring company which has             
a current market price at the time of such transaction equal to                 
twice the Purchase Price.                                                       

Interests in fractions of shares of Series A Preferred Stock          
may, at the election of the Company, be evidenced by depository                 
receipts.  The Company may also issue cash in lieu of fractional                
shares of Series A Preferred Stock that are not integral multiples              
of one ten-thousandth of a share.                                               

At any time until a person becomes an Acquiring Person, the           
Board of Directors may cause the Company to redeem the Rights in                
whole, but not in part, at a price of $0.01 per Right, subject to               
adjustment.  Immediately upon the effective time of the redemption              
authorized by the Board of Directors the right to exercise the                  
Rights will terminate, and the holders of the Rights will only be               
entitled to receive the redemption price without any interest                   
thereon.                                                                        

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As long as the Rights are redeemable, the Company may, except         
with respect to the redemption price or the number of shares of                 
Series A Preferred Stock for which a Right is exercisable, amend                
the Rights in any manner.  At any time when the Rights are not                  
redeemable, the Company may amend the Rights in any manner that                 
does not adversely affect the interests of holders of the Rights as             
such.                                                                           

Until a Right is exercised, the holder, as such, will have no         
rights as a stockholder of the Company, including without                       
limitation the right to vote or to receive dividends.                           

The Board of Directors shall have the exclusive power and             
authority to administer the Rights Plan and to exercise the rights              
and powers specifically granted to the Board of Directors or the                
Company, or as may be necessary or advisable in the administration              
of the Rights Plan.                                                             

A copy of the Rights Agreement has been filed with the                
Securities and Exchange Commission as an Exhibit to this                        
Registration Statement on Form 8-A.  A copy of the Rights Agreement             
is available free of charge from the Company by written request                 
sent to U.S. Long Distance Corp., 9311 San Pedro, Suite 300, San                
Antonio, Texas 78216, Attention:  Secretary.  This summary                      
description of the Rights does not purport to be complete and is                
qualified in its entirety by reference to the Rights Agreement, as              
amended from time to time, which is incorporated in this summary                
description by reference.  In the event of a conflict between this              
summary description and the Rights Agreement, the Rights Agreement              
will prevail.                                                                   

Amendment to the Rights Agreement                                               

On September 17, 1997, LCI International, Inc. ("LCI"), LCI           
Acquisition Corp., a wholly-owned subsidiary of LCI ("Merger Sub"),             
and the Company entered into an Agreement and Plan of Merger, dated             
as of September 17, 1997 (the "Merger Agreement"), providing, among             
other things, for the merger (the "Merger") of Merger Sub with and              
into the Company whereupon the Company will become a wholly-owned               
subsidiary of LCI.                                                              

In connection with the Merger Agreement, the Company and U.S.         
Trust Company of Texas, N.A., as Rights Agent, entered into an                  
Amendment No. 1 (the "Amendment") to the Rights Agreement, dated as             
of September 17, 1997. The Amendment provides, among other things,              
that none of the approval, execution or delivery of the Merger                  
Agreement or the consummation of the Merger and the other                       
transactions contemplated thereby will cause (i) LCI or Merger Sub              
or any of their respective affiliates or associates to be deemed an             
Acquiring Person, (ii) a Stock Acquisition Date to occur, (iii) a               
Distribution Date to occur or (iv) a Triggering Event (as defined               
in the Rights Agreement) to occur.                                              

A copy of the Amendment is available free of charge from the          
Company. This summary description of the Amendment does not purport             
to be complete and is qualified in its entirety by reference to the             
Amendment, which is hereby incorporated herein by reference.                    

Item 2.   EXHIBITS.                                                             

Pursuant to the instructions to Item 2 of Form 8-A, the               
following documents are provided as Exhibits to this Form 8-A/A:                

(a)  EXHIBITS.                                                        

EXHIBIT NO.    DOCUMENT DESCRIPTION                                   

*4.1         Rights Agreement by and between U.S. Long            
 Distance Corp. (n/k/a USLD Communications
    Corp.) and U.S. Trust Company of Texas, N.A.
dated April 12, 1996.                   

4.2        Amendment No. 1 to the Rights Agreement dated      
as of September 17, 1997, between USLD  
      Communications Corp. and U.S. Trust Company of
      Texas, N.A., as Rights Agent (filed as Exhibit
      4.1 to the Registrant's Current Report on Form
8-K filed on September 23, 1997).       
____________________                                                            
*    Previously filed as an exhibit to the Registration Statement.              

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SIGNATURE               

Pursuant to the requirements of Section 12 of the Securities          
Exchange Act of 1934, the Registrant has duly caused this                       
Registration Statement to be signed on its behalf by the                        
undersigned, thereto duly authorized.                                           

               USLD COMMUNICATIONS CORP.

Date:  September 23, 1997     By:  /s/ LARRY M. JAMES                           
                    ------------------------------
 Name:  Larry M. James
              Title: Chief Executive Officer and
   President

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EXHIBIT INDEX               

EXHIBIT NO.         DOCUMENT DESCRIPTION                                        

*4.1             Rights Agreement by and between U.S. Long                
 Distance Corp. (n/k/a USLD Communications
    Corp.) and U.S. Trust Company of Texas, N.A.
dated April 12, 1996.                   

4.2             Amendment No. 1 to the Rights Agreement dated           
as of September 17, 1997, between USLD  
      Communications Corp. and U.S. Trust Company of
Texas, N.A., as Rights Agent (filed as  
      Exhibit 4.1 to the Registrant's Current Report
  on  Form 8-K filed on September 23, 1997).

____________________                                                            
*    Previously filed as an exhibit to the Registration Statement.              

Dates Referenced Herein   and   Documents Incorporated by Reference

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