<PAGE> 1
As Filed with the Securities and Exchange Commission on April 19, 1995
Registration No. 33-_____
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------------
LDDS COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
GEORGIA 58-1521612
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
515 East Amite Street
Jackson, Mississippi 39201-2702
(601) 360-8600
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
P. BRUCE BORGHARDT, Esq.
LDDS Communications, Inc.
10777 Sunset Office Drive, Suite 330
St. Louis, Missouri 63127
(314) 984-0702
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------
Copies of all correspondence to:
R. RANDALL WANG, Esq. ANDREW L. SMITH, Esq.
Bryan Cave Brown, Hudgens, P.C.
One Metropolitan Square 1495 University Boulevard
211 North Broadway, Suite 3600 Mobile, Alabama 36609
St. Louis, Missouri 63102-2750 (205) 344-7744
(314) 259-2000
Approximate date of commencement of proposed sale to public: From time to time
after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
<PAGE> 2
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
============================================================================================================
Proposed maximum Proposed maximum
Title of each class of Amount to be offering price aggregate Amount of
securities to be registered registered per unit <F1> offering price <F1> registration fee
- ---------------------------- ---------------- ---------------- ------------------- ---------------------
<C> <C> <C> <C> <C>
Common Stock, $.01 par value
per share 1,086,812 shares $24.75 $26,898,597 $9,276
============================================================================================================
<FN>
<F1> Estimated solely for purposes of determining the registration fee pursuant to Rule 457(c), based
upon the average of the high and low sales prices for the Common Stock as reported in The Nasdaq
Stock Market (National Market) on April 11, 1995.
</TABLE>
--------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
===============================================================================
<PAGE> 3
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED APRIL 19, 1995
PRELIMINARY PROSPECTUS
1,086,812 Shares
LDDS COMMUNICATIONS, INC.
Common Stock
--------------------------
This Prospectus relates to 1,086,812 shares (the "Shares") of common stock,
par value $.01 per share (the "Common Stock"), of LDDS Communications, Inc., a
Georgia corporation (the "Company"). The Shares are held by, or may be issued
to, Corman Foundation, Inc., an Alabama corporation and a former shareholder
(the "Selling Shareholder") of Touch 1, Inc., an Alabama corporation ("Touch
1"). See "Selling Shareholder."
The Company will not receive any proceeds from the sale of Shares by the
Selling Shareholder. All expenses incurred in connection with this offering
are being borne by the Company, other than any commissions or discounts paid or
allowed by the Selling Shareholder to underwriters, dealers, brokers or agents.
The Selling Shareholder has not advised the Company of any specific plans
for the distribution of the Shares, but it is anticipated that the Shares may
be sold from time to time in transactions (which may include block
transactions) on The Nasdaq Stock Market at the market prices then prevailing.
Sales of the Shares may also be made through negotiated transactions or
otherwise. The Selling Shareholder and the brokers and dealers through which
the sales of the Shares may be made may be deemed to be "underwriters" within
the meaning set forth in the Securities Act of 1933, as amended, and their
commissions and discounts and other compensation may be regarded as
underwriters' compensation. See "Plan of Distribution."
The Common Stock is traded on The Nasdaq Stock Market under the symbol
"LDDS." The last reported sale price of the Common Stock as reported on The
Nasdaq Stock Market on April 18, 1995, was $25.375 per share.
For a discussion of certain factors relating to an investment in the Common
Stock, see "Investment Considerations."
--------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
--------------------------
The date of this Prospectus is April ____, 1995.
<PAGE> 4
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). These reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Commission's regional offices located at
Seven World Trade Center, Suite 1300, New York, New York 10048 and 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials
can also be obtained from the Public Reference Section of the Commission, 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
The Company has filed with the Commission a Registration Statement on
Form S-3 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the shares of Common Stock
offered hereby. This Prospectus does not contain all of the information set
forth in the Registration Statement or the exhibits thereto. As permitted by
the rules and regulations of the Commission, this Prospectus omits certain
information contained or incorporated by reference in the Registration
Statement. Statements contained in this Prospectus as to the contents of any
contract or other document filed or incorporated by reference as an exhibit to
the Registration Statement are not necessarily complete, and in each instance
reference is made to the copy of such contract or other document filed as an
exhibit to the Registration Statement. For further information, reference is
hereby made to the Registration Statement and exhibits thereto, copies of which
may be inspected at the offices of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or obtained from the Commission at the same address at
prescribed rates.
INCORPORATION BY REFERENCE
The following documents filed with the Commission by the Company
(formerly Resurgens Communications Group, Inc. ("Resurgens")) under File No.
0-11258 (formerly File No. 1-10415) pursuant to the Exchange Act are
incorporated herein by reference: (1) the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994 (the "1994 Form 10-K"); (2) audited
financial statements as of December 31, 1994 and 1993 and for each of the three
years in the period ended December 31, 1994 of the network services operations
of Williams Telecommunications Group, Inc. ("WilTel"), including WilTel, Inc.,
WilTel Undersea Cable, Inc. and WilTel International Inc., which are wholly
owned subsidiaries of WilTel (collectively "WilTel Network Services"), included
in the Company's Current Report on Form 8-K dated August 22, 1994 (filed
September 8, 1994) (as amended by Current Reports on Form 8-K/A filed
November 17, 1994, November 28, 1994 and April 19, 1995); and (3) the
description of the Company's (formerly Resurgens') Common Stock as contained in
Item 1 of Resurgens' Registration Statement on Form 8-A dated December 12,
1989, as updated by the descriptions contained in Amendment No. 2 of Resurgens'
Registration Statement on Form S-4 (File No. 33-62746), as declared effective
by the Commission on August 11, 1993, which includes the Joint Proxy
Statement/Prospectus (the "1993 Joint Proxy Statement/Prospectus") with respect
to Resurgens' Annual Meeting of Shareholders held on September 14, 1993, under
the following captions: "Proposals No. 1 and 2 -- The Proposed Mergers --
Description of the Series 1 Preferred Stock," "-- Description of the Series 2
Preferred Stock," "-- Special Redemption Provisions," "Information Regarding
Resurgens -- Description of Resurgens Capital Stock," and "-- Amendments to
Resurgens' Restated Articles of Incorporation -- LDDS Merger Agreement."
<PAGE> 5
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof shall hereby be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of such documents.
See "Available Information." Any statement contained herein or in a document
incorporated or deemed to be incorporated herein by reference shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document
incorporated or deemed to be incorporated herein by reference, which statement
is also incorporated herein by reference, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
This Prospectus incorporates documents by reference which are not presented
herein or delivered herewith. Copies of these documents (excluding exhibits
unless such exhibits are specifically incorporated by reference into the
information incorporated herein) will be provided by first class mail without
charge to each person to whom this Prospectus is delivered, upon written or
oral request by such person to LDDS Communications, Inc., 515 East Amite
Street, Jackson, Mississippi 39201-2702, Attention: Scott D. Sullivan,
Treasurer and Chief Financial Officer (telephone: (601) 360-8600).
No person has been authorized in connection with this offering to give any
information or to make any representation not contained or incorporated by
reference in this Prospectus and, if given or made, such information or
representation must not be relied upon as having been authorized by the
Company, the Selling Shareholder or any other person. This Prospectus does not
constitute an offer to sell, or a solicitation of an offer to purchase, any
securities other than those to which it relates, nor does it constitute an
offer to sell or a solicitation of an offer to purchase by any person in any
jurisdiction in which it is unlawful for such person to make such an offer or
solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall under any circumstances create any implication that the
information contained herein is correct as of any time subsequent to the date
hereof.
INVESTMENT CONSIDERATIONS
The following factors should be carefully considered in evaluating the
Company and its business before purchasing any of the Shares offered hereby.
Capitalized terms used and not defined herein have the same meanings ascribed
to them in the 1994 Form 10-K.
RISKS OF INCREASED FINANCIAL LEVERAGE; DEBT SERVICE, INTEREST RATE
FLUCTUATIONS, POSSIBLE REDUCTION IN LIQUIDITY, DIVIDEND RESTRICTIONS, AND
OTHER RESTRICTIVE COVENANTS
As a result of the acquisition of WilTel on January 5, 1995 (the "WilTel
Acquisition"), as referred to below under "Recent Developments," the Company
has, as a result of the financing thereof, a significantly higher degree of
leverage than previously existed. At December 31, 1994, the Company reported
$788.0 million of long-term debt (including capital leases and excluding
current maturities) and a debt to equity ratio of 0.43. Based on the Company's
pro forma balance sheet at December 31, 1994, as a result of the acquisition of
WilTel and the financing of the WilTel Acquisition, the Company would have
<PAGE> 6
long-term debt (including capital leases and excluding current maturities) of
$3.4 billion and a debt to equity ratio of 1.9.
Borrowings under the Company's new bank credit facilities bear interest at
rates that fluctuate with prevailing short-term interest rates. Increases in
interest rates on these obligations would have an adverse effect upon the
Company's reported net income and cash flow. In addition, these credit
facilities restrict the payment of cash dividends and otherwise limit the
Company's financial flexibility. The Company believes that the combined
operations of the Company, IDB Communications Group, Inc. ("IDB") and WilTel
will generate sufficient cash flow to service the Company's debt under the bank
credit facilities; however, economic downturns, increased interest rates and
other adverse developments, including factors beyond the Company's control,
could impair its ability to service its indebtedness. In addition, the cash
flow required to service the Company's debt will reduce its liquidity, which in
turn may reduce its ability to fund internal growth, additional acquisitions
and capital improvements. One facility (the "Term Principal Debt") of the new
bank credit facilities, which totals $1.25 billion, matures in a single
installment on December 31, 1996. The other facility (the "Revolving Facility
Commitment"), which totals $2.16 billion, will be reduced at the end of each
fiscal quarter, commencing on September 30, 1996, in varying amounts, and must
be paid in full on December 31, 2000.
The Company anticipates it will need to refinance a portion of the Term
Principal Debt thereby requiring the Company to seek financing alternatives
such as public or private debt or equity offerings, or refinancing with the
existing or new lenders. The Company is committed to a priority plan of
accelerating operating cash flow to reduce debt. The Company anticipates that
the remaining debt balances will be refinanced with a combination of commercial
bank debt and public market debt. Successful execution of this priority plan
would provide continued compliance with required operating ratio covenants and
would eliminate any type of equity financing other than equity issued in
connection with acquisitions. No assurance can be given that the Company will
achieve its priority plan or any refinancing will be available on terms
acceptable to the Company. See "Pro Forma Combining Financial Statements"
contained in the Company's Current Report on Form 8-K dated August 22, 1994 (as
amended by Current Report on Form 8-K/A filed April 19, 1995).
ACQUISITION INTEGRATION
A major portion of the Company's growth in recent years has resulted from
acquisitions, which involve certain operational and financial risks.
Operational risks include the possibility that an acquisition does not
ultimately provide the benefits originally perceived by management of the
acquiror, while the acquiror continues to incur operating expenses to provide
the services formerly provided by the acquired company. Financial risks
involve the incurrence of indebtedness by the acquiror in order to effect the
acquisition and the consequent need to service that indebtedness. In addition,
the issuance of stock in connection with acquisitions dilutes the voting power
and may dilute certain other interests of existing shareholders. In carrying
out its acquisition strategy, the Company attempts to minimize the risk of
unexpected liabilities and contingencies associated with acquired businesses
through planning, investigation and negotiation, but such unexpected
liabilities may nevertheless accompany acquisitions. There can be no assurance
that the Company will be successful in identifying attractive acquisition
candidates or completing additional acquisitions on favorable terms.
<PAGE> 7
In addition, although the Company believes that it will be able to
integrate successfully the business and operations of IDB and WilTel, there can
be no assurance that the Company will be able to accomplish such integration
with the Company's operations, or that the efficiencies and growth
opportunities anticipated as a result from the combination of the Company, IDB
and WilTel will materialize, or that the Company will be able to integrate any
other acquired businesses into its operations and obtain the desired networking
and operating efficiencies. There can also be no assurance that the
anticipated growth opportunities resulting from the consolidated organization
will materialize.
CONTINGENT LIABILITIES
The Company is subject to a number of legal and regulatory proceedings.
While the Company believes that the probable outcome of any of these matters,
or all of them combined, will not have a material adverse effect on the
Company's consolidated results of operations or financial position, no
assurance can be given that a contrary result will not be obtained. See Item 3
- - "Legal Proceedings" contained in the 1994 Form 10-K which is hereby
incorporated herein by reference.
In addition to a number of other pending legal proceedings, on May 23,
1994, Deloitte & Touche LLP ("Deloitte") resigned as IDB's independent
auditors. Deloitte has stated it resigned as a result of events surrounding
the release and reporting of IDB's financial results for the first quarter of
1994. In submitting its resignation, Deloitte informed IDB management and the
Audit Committee of the IDB Board of Directors that there had been a serious
breakdown in IDB's process of identifying, analyzing and recording IDB's
business transactions which prohibited Deloitte from the satisfactory
completion of a quarterly review, and that Deloitte was no longer willing to
rely on IDB management's representations regarding IDB's interim financial
statements. IDB announced Deloitte's resignation on May 31, 1994. On June 24,
1994, upon the recommendation of the independent members of IDB's Audit
Committee, IDB retained Arthur Andersen LLP as its new independent auditors.
On August 1, 1994, IDB announced that it would restate its reported financial
results for the quarter ended March 31, 1994 to eliminate approximately $6.0
million of pre-tax income, approximately $5.0 million of which related to a
sale of transponder capacity and approximately $1.0 million of which related to
purchase accounting adjustments and on August 22, 1994, IDB filed Amendment No.
1 on Form 10-Q/A restating its 1994 first quarter results in order to eliminate
previously recorded items. Certain of these items were among those as to which
Deloitte had expressed disagreement. On November 21, 1994, IDB filed Form
10-Q/A amendments to its reported first and second quarter financial results
making the previously announced changes and reflecting the effect of IDB's
method of accounting for international long distance traffic, thereby reducing
its first quarter net income from $0.12 per share, as originally reported, to
$0.05 per share and, when combined with adjustments for income tax effects,
increasing its second quarter net loss from $0.20 per share, as originally
reported, to $0.27 per share.
A number of class action complaints (on behalf of persons who purchased
certain IDB securities) and stockholder derivative actions (on behalf of IDB)
were filed against IDB and its former directors and certain former officers of
IDB and other parties. The U.S. District Court for the Central District of
California ordered the class action complaints and one of the derivative
actions consolidated and styled In re IDB Communications Group, Inc. Securities
Litigation. An amended complaint was filed with the District Court on
<PAGE> 8
November 18, 1994 consolidating all of the class and derivative actions. IDB,
certain of its former directors and officers and other parties are named as
defendants in the consolidated complaint. The class action claims allege
violations of federal and state securities laws and state corporate laws for
disseminating allegedly false and misleading statements concerning IDB's
earnings and accounting practices. The derivative claims allege that IDB's
former officers and directors breached their fiduciary duties to IDB by trading
on inside information, accepting bonuses based on false and inflated IDB
financial results and exposing IDB to liability under the securities laws, and
include claims for gross negligence and violation of state corporate laws.
Plaintiffs sought damages, restitution to IDB, injunctive relief, punitive
damages, and costs and attorneys' fees.
IDB, LDDS and representatives of the plaintiffs in the foregoing litigation
entered into a Stipulation of Settlement (the "Stipulation"). The Stipulation
provides that all claims for the period April 27, 1992 through August 1, 1994,
inclusive, that were or could have been asserted by the plaintiffs against IDB
or any of the other defendants in the consolidated action, or in any court with
respect to the fairness or adequacy of the consideration paid to IDB
stockholders in the IDB Merger and the accuracy of related disclosures made by
the IDB defendants or LDDS, or on behalf of or by IDB against former IDB
directors and officers will, subject to the fulfillment of certain conditions
and the approval of the court, be settled and released and the litigation
dismissed in its entirety with prejudice in exchange for payments totalling
$75.0 million. The settlement and releases do not affect any claims of persons
who purchased IDB securities outside the period April 27, 1992 through
August 1, 1994, inclusive, or who timely and validly opt out.
Following a February 27, 1995 hearing to determine whether the settlement
should be finally approved by the District Court, on March 16, 1995, the court
entered a judgment approving the settlement, except as to fee applications
submitted by class and derivative counsel. The settlement is not contingent on
the amount of class and derivative counsel fees and expenses ultimately
approved by the court. On April 5, 1995, the settlement payments agreed to in
the Stipulation were made. Plaintiffs' counsel has indicated that they will
dismiss two related state court actions, as contemplated by the Stipulation,
after the time for appeal from the court's approval of the settlement expires.
The deadline for appeal from the March 16, 1995 court judgment approving the
settlement expires April 17, 1995.
IDB is a party to indemnification agreements with certain of the defendants
in the actions described above, including IDB's former officers and directors,
certain selling shareholders and certain underwriters. IDB's former officers
and directors are not covered by any applicable liability insurance. LDDS has
agreed to provide indemnification to IDB's officers and directors under certain
circumstances pursuant to the agreement relating to the IDB Merger.
On June 9, 1994, the Commission issued a formal order of investigation
concerning certain matters, including IDB's financial position, books and
records and internal controls and trading in IDB securities on the basis of
non-public information. The Commission has issued subpoenas to IDB and others,
including certain former officers of IDB, in connection with its investigation.
The NASD and other self-regulatory bodies have also made inquiries of IDB
concerning similar matters.
In October and November 1994, the U.S. Attorney's Office for the Central
District of California issued grand jury subpoenas to IDB seeking documents
relating to IDB's first quarter results, the Deloitte resignation, trading in
<PAGE> 9
IDB securities and other matters, including information concerning certain
entities in which certain former officers of IDB are personal investors and
transactions between such entities and IDB. IDB has been informed that a
criminal investigation has commenced. In early 1995, the U.S. Attorney's
Office for the Central District of California issued a grand jury subpoena to
the Company arising out of the same investigation seeking certain documents
relating to IDB.
The outcome of any of the foregoing litigation or investigations, or of
other pending legal proceedings, has not been determined. See Item 3 - "Legal
Proceedings" contained in the Company's 1994 Form 10-K for more information
regarding the foregoing litigation and investigations, as well as other pending
legal proceedings.
RISKS OF INTERNATIONAL BUSINESS
As a result of the IDB Merger, the Company derives substantial revenues by
providing international communication services primarily to customers
headquartered in the United States. Such operations are subject to certain
risks such as changes in foreign government regulations and telecommunication
standards, licensing requirements, tariffs or taxes and other trade barriers
and political and economic instability. In addition, such revenues and cost of
sales are sensitive to changes in international settlement rates.
International rates may decrease in the future due to aggressiveness on the
part of existing carriers, aggressiveness on the part of new entrants into
niche markets, the widespread resale of international private lines, the
consummation of joint ventures among large international carriers that
facilitate targeted pricing and cost reductions, and the rapid growth of
international circuit capacity due to the deployment of new transatlantic and
transpacific fiber optic cables. The traffic volumes and cost reductions
related to the IDB Merger may not offset any resulting rate decreases.
DEPENDENCE ON AVAILABILITY OF TRANSMISSION FACILITIES
The future profitability of the Company will be dependent in part on its
ability to utilize transmission facilities leased from others on a cost-
effective basis. Due to the possibility of unforeseen changes in industry
conditions, the continued availability of leased transmission facilities at
historical rates cannot be assured. See Item 1 - "Business -- Transmission
Facilities" contained in the 1994 Form 10-K which is hereby incorporated herein
by reference.
REGULATION RISKS
The Company is subject to extensive regulation at the federal and state
levels, as well as in various foreign countries in connection with certain
overseas business activities. The regulatory environment varies substantially
by jurisdiction.
The regulation of the telecommunications industry is changing rapidly, and
the regulatory environment varies substantially from state to state. There can
be no assurance that future regulatory changes will not have a material adverse
impact on the Company. Recent developments include, without limitation,
consideration by Congress of legislation that would modify the 1982 AT&T
divestiture decree's (the "AT&T Divestiture Decree") restrictions on the
<PAGE> 10
provision of long distance services between local access and transport areas
("LATAs"), as defined in the AT&T Divestiture Decree, by the Bell Operating
Companies ("BOCs"); consideration by the Justice Department and courts of
related BOC requests for waiver of the AT&T Divestiture Decree to permit them
to provide significant interLATA services (such as service outside their
respective regions, to mobile customers, and in other circumstances) or for the
elimination of the AT&T Divestiture Decree altogether; action by the Federal
Communications Commission (the "FCC") or state public utility or service
agencies ("PUCs") changing access rates charged by local exchange carriers
("LECs") and making other related changes to access and interconnection
policies, certain of which could have adverse consequences for the Company;
related FCC and state regulatory proceedings considering additional
deregulation of LEC access pricing; a pending FCC rulemaking on "billed party
preference" that could affect the Company's provision of operator services; and
various legislative and regulatory proceedings that would result in new local
exchange competition.
Transmissions from earth stations to all satellites, transmissions from
microwave and other transmitters, reception from international satellites, and
transmission of international traffic by any means, including satellite and
undersea cable, must be pursuant to license or other authorizations issued by
the FCC. The Company has operating authority or has made other suitable
arrangements to transmit and/or receive signals from all locations where it
currently offers satellite transmission and/or reception service. Although the
Company has never had a license application denied by the FCC, there can be no
assurance that the Company will receive all authorizations or licenses
necessary for new communications services or that delays in the licensing
process will not adversely affect the Company's business. Most of the
Company's services are deemed common carriage and as such must be provided at
just and reasonable rates and free of all unlawful discrimination. The Company
monitors compliance with federal, state and local regulations governing the
discharge and disposal of hazardous and environmentally sensitive materials,
including the emission of electromagnetic radiation. Although the Company
believes that it is in compliance with such regulations, there can be no
assurance that any such discharge, disposal or emission might not expose the
Company to claims or actions that could have a material adverse effect on
financial results. See Item 1 - "Business -- Regulation" contained in the 1994
Form 10-K which is hereby incorporated herein by reference.
COMPETITION RISKS
The Company faces intense competition in providing long distance
telecommunications services. Domestically, the Company competes for interLATA
services with other national and regional IXCs, including AT&T, MCI and Sprint;
with respect to interLATA long distance services, with AT&T, MCI, Sprint, the
LECs and other IXCs, where permissible; and with respect to operator service,
with AT&T and other operator service providers. Internationally, the Company
competes for services with other IXCs, including AT&T, MCI and Sprint. Certain
of these companies have substantially greater market share and financial
resources than the Company, and some of them are the source of communications
capacity used by the Company to provide its own respective services. The
Company expects to encounter increasing competition from major domestic and
international communications companies, including AT&T, MCI and Sprint. In
addition, in the future, the Company may be subject to additional competition
due to the development of new technologies. For example, even though fiber-
optic networks, such as that of WilTel, for long distance transmission are now
widely used, it is possible that the desirability of such networks could be
<PAGE> 11
adversely affected by changing technology. The telecommunications industry is
in a period of rapid technological evolution, marked by the introduction of new
product and service offerings. The Company cannot predict which of many
possible future product and service offerings will be important to maintain its
competitive position or what expenditures will be required to develop and
provide such products and services. See Item 1 - "Business -- Competition"
contained in the 1994 Form 10-K which is hereby incorporated herein by
reference.
MANAGEMENT CONTROL
As of April 6, 1995, the current directors and executive officers of the
Company and their affiliates beneficially owned approximately 30% of the
outstanding shares of Common Stock, including shares which may be acquired upon
exercise of options and warrants and conversion of Preferred Stock. Metromedia
Company alone was the beneficial owner of approximately 16% of such shares,
including approximately 21.9 million shares of Common Stock issuable upon
conversion of Series 1 Preferred Stock. This level of stock ownership by
management could result in its ability to substantially influence the outcome
of voting on proposals submitted to a vote of shareholders, such as the
election of directors, amendments to the Amended and Restated Articles of
Incorporation of the Company, and potential acquisitions of the Company by
other companies.
ANTI-TAKEOVER PROVISIONS
The Amended and Restated Articles of Incorporation of the Company contain
provisions (a) requiring a 70% vote for approval of certain business
combinations with certain 10% shareholders unless approved by a majority of the
continuing Board of Directors or unless certain minimum price, procedural and
other requirements are met; (b) restricting aggregate beneficial ownership of
the capital stock of the Company by foreign shareholders to 20% of the total
outstanding capital stock, and subjecting excess shares to redemption; and (c)
requiring a two-thirds vote of the holders of the Series 2 Preferred Stock to
approve certain extraordinary transactions or, alternatively, redemption of
such stock at a specified premium. In addition, the Bylaws of the Company (a)
contain requirements regarding advance notice of nomination of directors by
shareholders, and (b) restrict the calling of special meetings by shareholders
to those owning shares representing not less than 40% of the votes to be cast.
These provisions may have an "anti-takeover" effect. See "Information
Regarding Resurgens -- Amendments to Resurgens' Restated Articles of
Incorporation -- LDDS Merger Agreement," "Proposals No. 1 and 2 - The Proposed
Mergers -- Description of the Series 2 Preferred Stock" and "-- Special
Redemption Provisions" contained in the 1993 Joint Proxy Statement/Prospectus,
which are hereby incorporated herein by reference.
RECENT DEVELOPMENTS
On December 30, 1994, the Company acquired IDB pursuant to the merger
(previously defined as the "IDB Merger") of a wholly owned subsidiary with and
into IDB. Upon effectiveness of the IDB Merger, each outstanding share of IDB
common stock, $.01 par value per share (the "IDB Common Stock"), was converted
into the right to receive 0.476879 of a share of common stock, $.01 par value
per share, of the Company (the "LDDS Common Stock") resulting in the issuance
of a total of approximately 35,881,000 shares of LDDS Common Stock. In
<PAGE> 12
addition, the Company assumed, on a subordinated basis, jointly and severally
with IDB, the obligations of IDB to pay the principal of and interest on $195.5
million 5% convertible subordinated notes due 2003, issued by IDB. The IDB
Merger was accounted for as a "pooling of interests" for financial reporting
purposes and accordingly, the Company's financial statements for the periods
prior to the IDB Merger have been restated to include the results of IDB for
all periods presented.
On January 5, 1995, the Company completed the acquisition of WilTel for
approximately $2.5 billion in cash (previously defined as the "WilTel
Acquisition"). The WilTel Acquisition was effected pursuant to a Stock
Purchase Agreement dated as of August 22, 1994, as amended, by and among the
Company, The Williams Companies, Inc. ("Williams") and WTG Holdings, Inc. The
WilTel Acquisition is being accounted for as a purchase for financial reporting
purposes. WilTel, through its subsidiaries, is a full service
telecommunications company providing data and voice transmission services
worldwide. WilTel operates approximately 11,000 miles of fiber optic cable and
digital microwave facilities and has access to approximately 40,000 miles of
additional digital transmission network facilities through network sharing and
lease agreements with other carriers. Operations of WilTel also include
domestic and international private line and switched long distance services.
Certain historical financial information concerning IDB is included in the
Company's Current Report on Form 8-K dated December 15, 1994 (filed
December 19, 1994). Certain historical financial information concerning the
WilTel Network Services operations of WilTel, and certain pro forma financial
information regarding the Company (with and without WilTel), are included in
the Company's Current Report on Form 8-K dated August 22, 1994 (as amended by
the Company's Current Report on Form 8-K/A filed April 19, 1995). See
"Available Information" and "Incorporation by Reference."
THE COMPANY
The Company is one of the four largest long distance telecommunications
companies in the United States, based on 1993 revenues. The Company provides
long distance telecommunications services through its network of fiber optic
cables, digital microwave and fixed and transportable satellite earth stations
to business and residential customers, with service to points throughout the
nation and is a full service provider of international telecommunications
services as well as specialized broadcasting services. The products and
services provided by the Company include: switched and dedicated long distance
products, 800 services, calling cards, operator services, private lines, frame
relays, debit cards, conference calling, advanced billing systems, facsimile
and data connections, television and radio transmission and mobile satellite
communications.
The Company was organized in 1983. Its operations have grown as a result
of management's emphasis on a four-point growth strategy, which includes
internal growth, the selective acquisition of smaller long distance companies
with limited geographic service areas and market shares, the consolidation of
certain third-tier long distance carriers with larger market shares, and
international expansion. On September 15, 1993, a three-way merger occurred
whereby (i) Metromedia Communications Corporation ("MCC") merged with and into
Resurgens, and (ii) LDDS Communications, Inc., a Tennessee corporation
("LDDS-TN"), merged with and into Resurgens (the "Prior Mergers").
<PAGE> 13
At the time of the Prior Mergers, the name of Resurgens, the legal
survivor, was changed to LDDS Communications, Inc. and the separate corporate
existences of LDDS-TN and MCC terminated. For accounting purposes, however,
LDDS-TN was the survivor because the former shareholders of LDDS-TN acquired
majority ownership of the Company.
The Company's principal executive offices are located at 515 East Amite
Street, Jackson, Mississippi 39201-2702 and its telephone number is (601) 360-
8600.
SELLING SHAREHOLDER
In connection with the acquisition by the Company of Touch 1 on January 31,
1995 (the "Acquisition"), 639,833 Shares (the "Existing Shares") were issued to
the Selling Shareholder. In addition, up to an aggregate of 446,979 Shares
(the "Additional Shares") are issuable to the Selling Shareholder on each of
the first three anniversaries of the closing date of the Acquisition, subject
to a revenue-based formula described in a certain Management and Consulting
Agreement between a subsidiary of the Company and Touch 1 Communications, Inc.,
an Alabama corporation. In no event will more than one-third of the Additional
Shares be issued to the Selling Shareholder on any one anniversary of the
closing date of the Acquisition.
Neither the Selling Shareholder nor any of its directors or officers is an
affiliate of the Company, and the Selling Shareholder presently owns
beneficially less than one percent of the outstanding Common Stock.
As of the close of business on April 18, 1995, the Selling Shareholder
beneficially owned 639,833 Shares, which were the only shares of Common Stock
held by the Selling Shareholder. The Selling Shareholder has sole voting and
investment power with respect to the Existing Shares. In addition, the Selling
Shareholder may be issued 446,979 Additional Shares, as described above. All
such shares may be offered from time to time hereunder.
PLAN OF DISTRIBUTION
The Shares offered hereby may be sold by the Selling Shareholder or by
pledgees, donees, transferees or other successors in interest (collectively
with the Selling Shareholder, the "Sellers") acting as principals for their own
accounts. The Company will not receive any of the proceeds of this offering.
The Sellers, directly or through brokers, dealers, underwriters, agents or
market makers, may sell some or all of the Shares. Any broker, dealer,
underwriter, agent or market maker participating in a transaction involving the
Shares may receive a commission from the Sellers. Usual and customary
commissions may be paid by the Sellers. The broker, dealer, underwriter or
market maker may agree to sell a specified number of the Shares at a stipulated
price per Share and, to the extent that such person is unable to do so acting
as an agent for the Sellers, to purchase as principal any of the Shares
remaining unsold at a price per Share required to fulfill the person's
commitment to the Sellers.
A broker, dealer, underwriter or market maker who acquires the Shares from
the Sellers as a principal for its own account may thereafter resell such
Shares from time to time in transactions (which may involve block or cross
transactions and which may also involve sales to or through another broker,
<PAGE> 14
dealer, underwriter, agent or market maker, including transactions of the
nature described above) on The Nasdaq Stock Market, in negotiated transactions
or otherwise, at market prices prevailing at the time of the sale or at
negotiated prices. In connection with such resales, the broker, dealer,
underwriter, agent or market maker may pay commissions to or receive
commissions from the purchasers of the Shares. The Sellers also may sell some
or all of the Shares directly to purchasers without the assistance of a broker,
dealer, underwriter, agent or market maker and without the payment of any
commissions.
The Company is bearing all of the costs relating to the registration of the
Shares (other than fees and expenses of counsel for the Selling Shareholder).
Any commissions, discounts or other fees payable to a broker, dealer,
underwriter, agent or market maker in connection with the sale of any of the
Shares will be borne by the Sellers.
Pursuant to the registration rights granted to the Selling Shareholder in
connection with the Acquisition, the Company has agreed to indemnify the
Selling Shareholder and any person who controls a Selling Shareholder against
certain liabilities and expenses arising out of or based upon the information
set forth or incorporated by reference in this Prospectus, and the Registration
Statement of which this Prospectus is a part, including liabilities under the
Securities Act. Any commissions paid or any discounts or concessions allowed
to any broker, dealer, underwriter, agent or market maker and, if any such
broker, dealer, underwriter, agent or market maker purchases any of the Shares
as principal, any profits received on the resale of such Shares, may be deemed
to be underwriting commissions or discounts under the Securities Act.
LEGAL MATTERS
The legality of the shares of Common Stock offered hereby has been passed
upon for the Company by Bryan Cave, St. Louis, Missouri.
EXPERTS
The consolidated financial statements and schedule of the Company as of
December 31, 1994 and 1993, and for each of the years in the three-year period
ended December 31, 1994, have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto, and are
included in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, and are incorporated herein by reference, in reliance upon
the authority of such firm as experts in accounting and auditing in giving said
reports.
The combined financial statements of WilTel Network Services as of
December 31, 1994 and 1993 and for each of the three years in the period ended
December 31, 1994, incorporated by reference in this Prospectus and
Registration Statement, have been audited by Ernst & Young LLP, independent
auditors, to the extent indicated in their reports thereon, also incorporated
by reference in the Registration Statement. Such combined financial statements
are incorporated by reference herein in reliance upon such reports given upon
the authority of such firm as experts in accounting and auditing.
The consolidated balance sheet of IDB Communications Group, Inc. and its
subsidiaries as of December 31, 1993 and the consolidated statements of
operations, cash flows and stockholders' equity for the years ended
<PAGE> 15
December 31, 1993 and 1992 and the related financial statement schedule for the
years then ended (such financial statements and the financial statement
schedule have not been separately included herein or incorporated by reference
in this prospectus) have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which has been incorporated herein by
reference from the LDDS Communications, Inc. Annual Report on Form 10-K, and
has been so incorporated in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.
<PAGE> 16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the expenses (other than underwriting
discounts and commissions), which other than the SEC registration fee are
estimates, payable by the Company in connection with the sale and distribution
of the shares registered hereby <F1>:
<TABLE>
<S> <C>
SEC registration fee......................................... $ 9,276
Accounting fees and expenses................................. 6,000
Legal fees and expenses...................................... 3,000
Miscellaneous expenses....................................... $ 724
-------
Total................................................... $19,000
=======
- ---------------
<FN>
<F1> The Selling Shareholder will pay any sales commissions or underwriting
discount and fees and expenses of its counsel incurred in connection
with its sale of shares registered hereunder.
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 14-2-202(b)(4) of the Georgia Business Corporation Code (the
"Georgia Code") provides that a corporation's articles of incorporation may
include a provision that eliminates or limits the personal liability of
directors for monetary damages to the corporation or its shareholders for
breach of their duty of care and other duties as directors; provided, however,
that the Section does not permit a corporation to eliminate or limit the
liability of a director for appropriating, in violation of his duties, any
business opportunity of the corporation, engaging in intentional misconduct or
a knowing violation of law, obtaining an improper personal benefit, or voting
for or assenting to an unlawful distribution (whether as a dividend, stock
repurchase or redemption, or otherwise) as provided in Section 14-2-832 of the
Georgia Code. Section 14-2-202(b)(4) also does not eliminate or limit the
rights of the Company or any shareholder to seek an injunction or other
nonmonetary relief in the event of a breach of a director's duty to the
corporation and its shareholders. Additionally, Section 14-2-202(b)(4) applies
only to claims against a director arising out of his role as a director, and
does not relieve a director from liability arising from his role as an officer
or in any other capacity.
The provisions of Article Nine of the Company's Amended and Restated
Articles of Incorporation are similar in all substantive respects to those
contained in Section 14-2-202(b)(4) of the Georgia Code as outlined above.
Article Nine further provides that the liability of directors of the Company
shall be limited to the fullest extent permitted by amendments to Georgia law.
<PAGE> 17
Sections 14-2-850 to 14-2-859, inclusive, of the Georgia Code govern the
indemnification of directors, officers, employees, and agents.
Section 14-2-851 of the Georgia Code permits indemnification of a director of
the Company for liability incurred by him in connection with any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (including, subject to certain limitations,
civil actions brought as derivative actions by or in the right of the Company)
in which he is made a party by reason of being a director of the Company and
for directors who, at the request of the Company, act as directors, officers,
partners, trustees, employees or agents of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise. The Section permits indemnification if the director acted in a
manner he believed in good faith to be in or not opposed to the best interest
of the Company and, in addition, in criminal proceedings, if he had no
reasonable cause to believe his conduct was unlawful. If the required standard
of conduct is met, indemnification may include judgments, settlements,
penalties, fines or reasonable expenses (including attorneys' fees) incurred
with respect to a proceeding. However, if the director is adjudged liable to
the Company in a derivative action or on the basis that personal benefit was
improperly received by him, the director is not entitled to indemnification by
the corporation; provided that the director may be entitled to indemnification
for reasonable expenses as determined by a court in accordance with the
provisions of Section 14-2-854, or unless the Company's Amended and Restated
Articles of Incorporation or Bylaws, or a contract or resolutions approved by
the Company's shareholders pursuant to Section 14-2-856, authorizes
indemnification.
Section 14-2-852 of the Georgia Code provides that unless limited by the
articles of incorporation, directors who are successful with respect to any
claim brought against them, which claim is brought because they are or were
directors of the Company, are entitled to mandatory indemnification against
reasonable expenses incurred in connection therewith. Conversely, if the
charges made in any action are sustained, the determination of whether the
required standard of conduct has been met will be made, in accordance with the
provisions of Section 14-2-855 of the Georgia Code, as follows: (i) by the
majority vote of a quorum of the members of the board of directors not a party
to such action at that time, (ii) if a quorum cannot be obtained, by a
committee thereof duly designated by the board of directors, consisting of two
or more directors not a party to such action at that time, (iii) by duly
selected special legal counsel, or (iv) by the shareholders, but, in such
event, the shares owned by or voted under the control of directors who are at
the time parties to the proceeding may not be voted.
Section 14-2-857 of the Georgia Code provides that an officer of the
Company (but not an employee or agent generally) who is not a director has the
mandatory right of indemnification granted to directors under Section 14-2-852,
as described above. In addition, the Company may, as provided by the Company's
Amended and Restated Articles of Incorporation, Bylaws, general or specific
actions by its board of directors, or by contract, indemnify and advance
expenses to an officer, employee or agent who is not a director to the extent
that such indemnification is consistent with public policy.
The indemnification provisions of Article X of the Company's Bylaws and
Article Eleven of the Company's Amended and Restated Articles of Incorporation
are consistent with the foregoing provisions of the Georgia Code. However, the
Company's Amended and Restated Articles of Incorporation prohibit
indemnification of a director who did not believe in good faith that his
actions were in, or not contrary to, the Company's best interests. The
<PAGE> 18
Company's Bylaws extend the indemnification available to officers under the
Georgia Code to employees and agents.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to such provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in such Act and is therefore unenforceable.
The Company has agreed to indemnify the Selling Shareholder and any person
who controls the Selling Shareholder against certain liabilities and expenses
arising out of or based upon the information set forth or incorporated by
reference in this Prospectus, and the Registration Statement of which this
Prospectus is a part, including liabilities under the Securities Act of 1933,
as amended.
ITEM 16. EXHIBITS
See Exhibit Index.
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most
recent post-effective amendment hereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
<PAGE> 19
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE> 20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Jackson, State of Mississippi, on April 18, 1995.
LDDS COMMUNICATIONS, INC.
By: /s/ Scott D. Sullivan
-------------------------------------
Scott D. Sullivan, Treasurer and
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Bernard J. Ebbers, Scott D. Sullivan and P. Bruce Borghardt, and each of them
(with full power to each of them to act alone), his or her true and lawful
attorneys in fact and agents for him or her and on his or her behalf and in his
or her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with exhibits and any and all other documents
filed with respect thereto, with the Securities and Exchange Commission (or any
other governmental or regulatory authority), granting unto said attorneys, and
each of them, full power and authority to do and to perform each and every act
and thing requisite and necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and purposes as he or she might
or could do if personally present, hereby ratifying and confirming all that
said attorneys in fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Title Date
- ------------------------------ ------------------------------ ---------------
/s/ Carl J. Aycock Director April 18, 1995
- ------------------------------
Carl J. Aycock
/s/ Max E. Bobbitt Director April 18, 1995
- ------------------------------
Max E. Bobbitt
/s/ Danny M. Dunnaway Director April 18, 1995
- ------------------------------
Danny M. Dunnaway
/s/ Bernard J. Ebbers Director, President and April 18, 1995
- ------------------------------ Chief Executive Officer
Bernard J. Ebbers (Principal Executive Officer)
<PAGE> 21
Name Title Date
- ------------------------------ ------------------------------ ---------------
/s/ Francesco Galesi Director April 18, 1995
- ------------------------------
Francesco Galesi
/s/ Stiles A. Kellett, Jr. Director April 18, 1995
- ------------------------------
Stiles A. Kellett, Jr.
/s/ Silvia Kessel Director April 18, 1995
- ------------------------------
Silvia Kessel
/s/ John W. Kluge Director April 18, 1995
- ------------------------------
John W. Kluge
/s/ Gregory A. LeVert Director April 18, 1995
- ------------------------------
Gregory A. LeVert
/s/ John A. Porter Director April 18, 1995
- ------------------------------
John A. Porter
/s/ Stuart Subotnick Director April 18, 1995
- ------------------------------
Stuart Subotnick
/s/ Scott D. Sullivan Treasurer and Chief Financial April 18, 1995
- ------------------------------ Officer (Principal Financial
Scott D. Sullivan Officer and Principal
Accounting Officer)
/s/ Roy A. Wilkens Director April 18, 1995
- ------------------------------
Roy A. Wilkens
<PAGE> 22
LDDS COMMUNICATIONS, INC.
EXHIBIT INDEX
Exhibit
Number Description
- ------- ----------------------------------------------------------------------
4.1 Amended and Restated Articles of Incorporation of the Company
(including preferred stock designations) as of September 15, 1993
(incorporated herein by reference to Exhibit 3(i) to Amendment No. 1
to the Company's Registration Statement on Form S-3 (File No. 33-
67340), as amended by Articles of Amendment dated May 26, 1994
(incorporated by reference to Exhibit 3.1 to the Quarterly Report on
Form 10-Q filed by the Company (File No. 0-11258, formerly 1-10415)
for the quarter ended June 30, 1994)
4.2 Bylaws of the Company, as of September 15, 1993 (incorporated herein
by reference to Exhibit 3(ii) to Amendment No. 1 to the Company's
Registration Statement on Form S-3 (File No. 33-67340))
5.1 Opinion of Bryan Cave
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Ernst & Young LLP
23.4 Consent of Bryan Cave (included in Exhibit 5.1)
24.1 Power of Attorney (included in Signature Page)
<PAGE> 1
EXHIBIT 5.1
BRYAN CAVE
ONE METROPOLITAN SQUARE
211 NORTH BROADWAY, SUITE 3600
ST. LOUIS, MISSOURI 63102-2750
(314) 259-2000
FACSIMILE: (314) 259-2020
Washington, D.C. Irvine, California
Los Angeles, California Santa Monica, California
New York, New York Overland Park, Kansas
Phoenix, Arizona London, England
Kansas City, Missouri Riyadh, Saudi Arabia
Frankfurt Am Main, Germany
April 19, 1995
Board of Directors of
LDDS Communications, Inc.
515 East Amite Street
Jackson, Mississippi 39201
Ladies and Gentlemen:
We have acted as special counsel for LDDS Communications, Inc., a
Georgia corporation (the "Company"), in connection with a Registration
Statement on Form S-3 (the "Registration Statement") to be filed by the Company
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), with respect to the proposed
public offering and sale by the Corman Foundation (the "Selling Shareholder")
of: (i) 639,833 shares (the "Shares") of Common Stock, par value $.01, of the
Company ("Common Stock") issued to the Selling Shareholder in connection with
the acquisition on January 31, 1995 of Touch 1, Inc., an Alabama corporation
("Touch 1"), pursuant to the Agreement and Plan of Merger dated as of August
24, 1994 by and among Touch 1, Touch 1 Communications, Inc., an Alabama
corporation, certain shareholders and directors of Touch 1, and the Company
(the "Merger Agreement"); and (ii) up to 446,979 shares of Common Stock (the
"Additional Shares") which are issuable to the Selling Shareholder on each of
the first three anniversaries of the date of such acquisition, subject to
offset pursuant to a revenue-based formula described in a certain Management
and Consulting Agreement between a subsidiary of the Company and Touch 1
Communications, Inc., an Alabama corporation (the "Management Agreement").
In connection herewith, we have examined and relied without
investigation as to matters of fact upon the Registration Statement and the
Prospectus included as part thereof, the Articles of Incorporation and Bylaws
of the Company, certificates of public officials, certificates and statements
of officers of the Company, and such other corporate records, documents,
certificates and instruments as we have deemed necessary or appropriate to
enable us to render the opinions expressed herein; provided, however, that with
your permission, we have not reviewed the Management Agreement. We have
assumed the genuineness of all signatures on all documents examined by us, the
authenticity of all documents submitted to us as originals, and the conformity
to authentic originals of all documents submitted to us as certified or
photostatic copies. We have also assumed the due authorization, execution and
delivery of all documents.
<PAGE> 2
Board of Directors of
LDDS Communications, Inc.
April 19, 1994
Based upon the foregoing, and in reliance thereon and subject to the
qualifications and limitations stated herein, we are of the following opinions:
1. The Company is a corporation validly existing under the laws of
the State of Georgia; and
2. When,
(a) the Registration Statement, including any amendments thereto,
shall have become effective under the Act; and
(b) the Additional Shares have been issued to the Selling
Shareholder pursuant to the Merger Agreement;
then the Shares and the Additional Shares will be legally issued,
fully paid and nonassessable.
This opinion is not rendered with respect to any laws other than the
latest codification of the Georgia Business Corporation Code (the "GBCC")
available to us. We note that the Merger Agreement provides that it is
governed by and is to be construed and interpreted in accordance with the
internal laws of the State of Mississippi, with the merger taking place in
accordance with the Alabama Business Corporation Act (the "ABCA"). However, in
rendering the opinions expressed herein, we have assumed that the merger
complied with the ABCA and that substantive laws of the States of Georgia
(excluding the GBCC), Alabama and Mississippi are identical to the substantive
laws of the State of Missouri in all respects relevant to such opinions, and we
express no opinion as to which law any court construing the Merger Agreement
would apply. This opinion has not been prepared by attorneys admitted to
practice in Alabama, Georgia or Mississippi. Further, no opinion is expressed
with respect to the Management Agreement.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
aforesaid Registration Statement on Form S-3 and to the use of our name under
the caption "Legal Matters" in the Prospectus filed as part thereof. We also
consent to your filing copies of this opinion as an exhibit to the Registration
Statement with agencies of such states as you deem necessary in the course of
complying with the laws of such states regarding the offering and sale of the
Shares and the Additional Shares. In giving this consent, we do not admit that
we are in the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Commission.
Very truly yours,
/S/ BRYAN CAVE
BRYAN CAVE
<PAGE> 1
EXHIBIT 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-3 of our report dated
March 8, 1995 included in LDDS Communications Inc.'s Form 10-K for the year
ended December 31, 1994 and to all references to our Firm included in this
registration statement.
/S/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Jackson, Mississippi,
April 18, 1995
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement on
Form S-3 of LDDS Communications, Inc. of our report dated March 7, 1994 on the
consolidated balance sheet of IDB Communications Group, Inc. and its
subsidiaries as of December 31, 1993 and the consolidated statements of
operations, cash flows and stockholders' equity for the years ended
December 31, 1993 and 1992 and the related financial statement schedule for the
years then ended (such financial statements and financial statement schedule
have not been separately included herein or incorporated by reference in this
prospectus) appearing in the Annual Report on Form 10-K of LDDS Communications,
Inc. for the year ended December 31, 1994.
/S/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
Los Angeles, California
April 19, 1995
<PAGE> 1
EXHIBIT 23.3
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related prospectus of LDDS
Communications, Inc. for the registration of 1,086,812 shares of its common
stock and to the incorporation by reference therein of our reports dated
July 29, 1994 and February 2, 1995, with respect to the combined financial
statements of WilTel Network Services included in the Current Report on
Form 8-K dated August 22, 1994 and Current Report on Form 8-K/A dated
August 22, 1994 of LDDS Communications, Inc., filed with the Securities and
Exchange Commission.
/S/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Tulsa, Oklahoma
April 19, 1995
