SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Network Long Distance, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
64121 K 10 5
(CUSIP Number)
James M. Ash, Esq., 2300 Main Street, Kansas City, Missouri 64108
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 7, 1997
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d- 1(g), check
the following box |_|.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filed out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 4 Pages
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CUSIP No. 64121 K 10 5 13D Page 2 of 4 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONs (entities only)
Michael S. Miroslaw
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
SC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States Citizen
NUMBER OF 7 SOLE VOTING POWER
SHARES 375,556 Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH None
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 375,556 Shares
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
375,556 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8
14 TYPE OF REPORTING PERSON (See Instructions) IN
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CUSIP No. 64121 K 10 5 13D Page 3 of 4 Pages
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended, Michael S.
Miroslaw (the "Reporting Person"), hereby amends and supplements his Statement
on Schedule 13D originally filed by the Reporting Person on November 22, 1996
(the "Statement"), with respect to the Common Shares, par value $.0001 per share
(the "Shares") of Network Long Distance, Inc., a Delaware corporation (the
"Issuer").
Item 1. Security and Issuer
Common Stock, $.0001 par value per share.
The principal executive office of the Issuer is located at 11817 Canon
Boulevard, Suite 600, Newport News, Virginia 23606.
Item 2. Identity and Background
No material change.
Item 3. Source and Amount of Funds or Other Consideration
No material change.
Item 4. Purpose of the Transaction
No material change.
Item 5. Interest in Securities of the Issuer
(a) The information in Items 11 through 13 in the cover pages
hereof is hereby incorporated by reference.
(b) The information in Items 7 through 10 in the cover pages
hereof is hereby incorporated by reference.
(c) The following includes a description of the transactions in
the class of securities reported on that were effected during
the past sixty days and since the filing of the Statement by
the Reporting Person:
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CUSIP No. 64121 K 10 5 13D Page 4 of 4 Pages
DATE OF SHARES PRICE PER HOW
TRANSACTION SOLD SHARE* EFFECTED
02/18/98 30,000 $13.00 Market Sale
03/20/98 50,000 $15.688 Market Sale
All such transactions were effected in the Nasdaq National Market
through normal brokerage transactions.
*Closing price on date of transaction.
(d) None.
(e) Since the filing of the Statement, and as a result of the issuance
of Shares in the merger between the Issuer and Eastern Telecom
International Corporation, a Virginia corporation, on May 7, 1997,
the Reporting Person ceased to be a beneficial owner of more than
five percent of the outstanding Shares. Accordingly, this Amendment
No. 1 is the final amendment to the Statement
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to
Securities of the Issuer
No material change.
Item 7. Material to be Filed as Exhibits
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: May 1998
/s/ Michael S. Miroslaw
Michael S. Miroslaw
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
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