Prospectus Supplement Dated
April 1, 1997
to
Reoffer Prospectus Dated November 20, 1996
Reoffers or Resales of Securities Acquired under the
Telco Communications Group, Inc.
Amended and Restated 1994 Stock Option Plan
The information set forth in this Prospectus Supplement (this "Prospectus
Supplement") supplements certain of the information set forth in the Reoffer
Prospectus dated November 20, 1996 (the "Reoffer Prospectus"). This
Prospectus Supplement is not complete without, and may not be delivered or
utilized except in connection with, the Reoffer Prospectus. Capitalized terms
used herein but not defined have the meanings assigned to such terms in the
Reoffer Prospectus.
TELCO COMMUNICATIONS GROUP, INC.
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7,500,000 SHARES
COMMON STOCK
(NO PAR VALUE)
AMENDED AND RESTATED 1994 STOCK OPTION PLAN
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The Reoffer Prospectus relates to the offering by Telco Communications
Group, Inc. (the "Company") of up to 7,500,000 shares of the Company's common
stock, no par value (the "Common Stock" or the "Shares"), purchasable pursuant
to the Company's Amended and Restated 1994 Stock Option Plan (the "Plan"), and
is to be used in connection with reoffers and resales of securities acquired
under the Plan.
The Company will provide without charge to each person to whom the
Reoffer Prospectus has been delivered, upon written or oral request of such
person, a copy of any or all of the documents that have been incorporated by
reference in the Reoffer Prospectus, other than exhibits to such documents
(unless such exhibits are specifically incorporated by reference in such
documents). Any such request should be directed to the Company at 4219
Lafayette Center Drive, Chantilly, Virginia 20151.
SELLING SHAREHOLDERS
One of the Selling Shareholders, Ms. Natalie J. Marine Street, has
pledged 169,575 shares of Common Stock to Bear, Stearns Securities Corporation
("Bear Stearns") as collateral for margin accounts. Such shares of Common
Stock may be offered and sold by Bear Stearns as described in the section
entitled "Method of Sale" in the Reoffer Prospectus.
