FIRST PROSPECTUS SUPPLEMENT
(to Prospectus dated February 11, 1997)
Filed Pursuant to Rules 424(b)(3) and (c)
Registration No. 333-17547
SA TELECOMMUNICATIONS, INC.
10% Convertible Notes Due 2006
and Common Stock
This First Prospectus Supplement supplements and
amends that Prospectus dated February 11, 1997 (the
"Prospectus") relating to the offer and resale of (i) up to
$27,200,000 aggregate principal amount of 10% Convertible
Notes due 2006 (the "Notes") of SA Telecommunications,
Inc., a Delaware corporation (the "Company'), (ii) the
shares of common stock, par value $.0001 per share (the
"Common Stock"), of the Company issuable upon conversion of
the Notes (the "Conversion Shares") and (iii) certain
additional shares of Common Stock, in each case, by certain
holders thereof. All capitalized terms used but not
otherwise defined in this First Prospectus Supplement shall
have the meanings ascribed thereto in the Prospectus.
Following their original issuance by the Company, the
Notes have been resold by the Initial Purchasers and
subsequent purchasers thereof to qualified institutional
buyers in transactions exempt from registration under Rule
144A promulgated under the Securities Act. The Notes have
been and, to the extent not resold hereunder, will remain
eligible for resale on the PORTAL Market. Notes resold
pursuant to this Prospectus will no longer be eligible for
trading on the PORTAL Market. The Company does not
currently intend to list the Notes resold pursuant to this
Prospectus on any securities exchange or to seek approval
for quotation through any automated quotation system.
Accordingly, there can be no assurance as to the
development or liquidity of any market for the Notes resold
under this Prospectus. See "RISK FACTORS - Absence of a
Public Market for the Notes; Possible Volatility of Note
and Common Stock Prices " in the Prospectus.
The Company will not receive any of the proceeds from
the sale of the Notes by the Selling Noteholders. Expenses
of preparing and filing the Registration Statement, the
Prospectus, this First Prospectus Supplement and all other
prospectus supplements are borne by the Company.
The Prospectus, together with this First Prospectus
Supplement, constitutes the prospectus required to be
delivered by Section 5(b) of the Securities Act with
respect to offers and sales of the Notes and the Conversion
Shares. All references in the Prospectus to "this
Prospectus" are hereby amended to read "this Prospectus (as
supplemented and amended)".
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF
RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 16 OF THE
PROSPECTUS.
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 Supplement is March 18, 1997.
<PAGE>
The Prospectus is hereby amended to add the following
information to the end of the Section of the Prospectus
entitled "SELLING NOTEHOLDERS AND SELLING STOCKHOLDERS -
Selling Noteholders:"
The following table sets forth the name of each
Selling Noteholder and the principal amount of the Notes
that may be resold by each hereunder. None of the Selling
Noteholders listed below has, as of the date of this First
Prospectus Supplement, converted any of his, her or its
Notes into Conversion Shares. See "Description of Notes -
Conversion Rights" in the Prospectus. The amount of Notes
and/or Conversion Shares that may be actually sold by
each of the Selling Noteholders will be determined by each
Selling Noteholder, and may depend upon a number of factors,
including, among other things, the market price of the Common
Stock. Because each of the Selling Noteholders may offer all,
some or none of the Notes and/or Conversion Shares that each
holds, and because the offering contemplated by this Prospectus
is currently not being underwritten, no estimate can be given
as to the number of Notes and/or Conversion Shares that will
be held by each of the Selling Noteholders upon termination
of this offering. See "Plan of Distribution." The table below
sets forth information as of March 17, 1997 concerning beneficial
ownership of the Notes of each of the Selling Noteholders. All
information concerning beneficial ownership has been furnished
by the Selling Noteholders.
<TABLE>
<CAPTION>
Principal Amount of Notes Principal Amount of
Owned Before Offering Notes Offered in the
Name of Selling Noteholder Amount Percent(1) Offering
-------------------------- -------------------------- --------------------
<S> <C> <C> <C> <C>
1. Northstar High Total Return Fund (2) $ 8,500,000 31.3% $ 8,500,000
2. Northstar Balance Sheet
Opportunities (2) 2,000,000 7.4 2,000,000
3. T.D. Partners, L.P. (2) 1,000,000 3.7 1,000,000
4. Northstar Multi-Sector Bond Fund (2) 125,000 * 125,000
5. Northstar High Yield Bond Fund (2) 125,000 * 125,000
6. Susquehanna Capital Group 1,000,000 3.7 1,000,000
7. Tradewind Fund I, LP 1,000,000 3.7 1,000,000
8. Dr. Earle F. Cote, DDS PC
Retirement Trust 50,000 * 50,000
----------- ---- -----------
TOTAL $13,800,000 50.7% $13,800,000
=========== ==== ===========
</TABLE>
____________________
* Represents less than one percent.
(1) Percentage indicated is based upon an aggregate of
$27,200,000 principal amount of the Notes outstanding
on March 17, 1997.
(2) Northstar Investment Management ("Northstar Investment")
serves as an investment adviser to each of (i) Northstar
High Total Return Fund, (ii) Northstar Balance Sheet
Opportunities, (iii) T.D. Partners, L.P., (iv) Northstar
Multi-Sector Bond Fund and (v) Northstar High Yield Bond
Fund. Thomas Ole Dial, the Executive Vice President of
Northstar Investment, serves on the Company's Board of
Directors.
Except as set forth above, none of the other Selling
Noteholders or affiliates thereof has, or within the past
three years has had, any position, office or other material
relationship with the Company or any of their predecessors
or affiliates.
The Selling Noteholders identified above may have sold,
transferred or otherwise disposed of all or a portion of
their Notes since the date on which they provided the
information regarding their Notes in transactions exempt
from the registration requirements of the Securities Act.
Additional Selling Noteholders or other information
concerning the above listed Selling Noteholders may be set
forth from time to time in additional prospectus
supplements.
