ALC COMMUNICATIONS CORP
10-Q/A, 1994-09-22
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>   1
                                 FORM 10-Q/A
                                      
                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549
                                      
                      AMENDMENT TO APPLICATION OR REPORT
                Filed pursuant to Section 12, 13, or 15(d) of
                     THE SECURITIES EXCHANGE ACT OF 1934
                                      
                                      
                        ALC COMMUNICATIONS CORPORATION
                               (Name of Issuer)
                                      
                               Amendment No. 1


        The undersigned registrant hereby amends certain portions of Part II,
Item 6.(a) and Exhibit 10.8, appearing in the Quarterly Report on Form 10-Q for
the fiscal quarter ended June 30, 1994 (Form 10-Q).

        Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                           ALC COMMUNICATIONS CORPORATION,
                                             a Delaware corporation


                                           By: /s/ Marvin C. Moses
                                               --------------------------------
                                               Marvin C. Moses,
                                               Executive Vice President
                                               and Chief Financial Officer


Dated: September 22, 1994

<PAGE>   2
Item 6.   Exhibits and Reports on Form 8-K

          (a) Exhibits required by Item 601 of Regulation S-K

                                 EXHIBIT INDEX
                     [refer to definitions at end of Index]

<TABLE>
<CAPTION>
                                                       Incorporated      Page
Exhibit                                 Filed             Herein by      Number
Number         Description             Herewith         Reference to:    Herein
- - ------         -----------             --------         ------------     ------
<S>            <C>                        <C>            <C>               <C>
3.1            ALC Amended and            X
               Restated Bylaws
               May 12, 1994

10.1           ALC Amended and            X
               Restated 1986 Option
               Plan
               May 12, 1994

10.2           ALC Amended and            X
               Restated 1990 Stock
               Option Plan
               May 12, 1994

10.3           ALC 1994 Non-Employee      X
               Director Stock Option
               Plan
               May 12, 1994

10.4           Stock Option               X
               Grumman Hill
               May 12, 1994

10.5           Amendment/Advisory         X
               Agreement with Stock
               Option
               May 2, 1994

10.6           Termination/Advisory       X
               Agreement with Stock
               Option
               May 12, 1994

10.7           Amended & Restated         X
               Fiber Optic Lease
               Agrmt. between MSM
               and Allnet
               August 1, 1994
               (CONFIDENTIAL TREATMENT
               REQUESTED FOR CERTAIN
               PORTIONS OF THIS EXHIBIT)


10.8           Digital Service            X
               Agrmt. between MSM
               and Allnet
               August 5, 1994
               (CONFIDENTIAL TREATMENT
               REQUESTED FOR CERTAIN 
               PORTIONS OF THIS EXHIBIT)

11.1           Computation of             X
               Earnings Per Share

</TABLE>

DEFINITIONS:    ALC:           ALC Communications Corporation 
                ALLNET:        Allnet Communication Services, Inc.
                GRUMMAN HILL:  Grumman Hill Associates, Inc.
                MSM:           MSM Associates, Limited Partnership

The Registrant hereby agrees to furnish the Commission a copy of each of the
Indentures or other instruments defining the rights of security holders of the
long-term debt securities of the Registrant and any of its subsidiaries for
which consolidated or unconsolidated financial statements are required to be
filed.

Exhibits 10.1 through 10.8 are included pursuant to SEC Regulation S-K, Item
601(b)(19).

          (b) Reports on Form 8-K

No reports on Form 8-K were filed during the second quarter of 1994.





<PAGE>   3
                                   EXHIBIT A

                             Initial Purchase Order


<TABLE>
<CAPTION>
         CITY PAIR                           CIRCUIT MILEAGE
         ---------                           ---------------
         <S>                                       <C>

           *                                        *



</TABLE>                           

        The DS-O Circuit Mile Rate will be * per DS-O mile for the

                                      *




         The Requested Service Commencement Date of each of the above Circuits
is as soon as possible after the date MCI makes such Circuits available to
Lessor.

         The Circuit Lease Term of each of the above Circuits will be     *
from the Activation Date thereof.



                     * Confidential Treatment Applied For

                                      -13-


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