<PAGE>
As filed with the Securities and Exchange Commission
on August 7, 1996
Registration No. 333-_____
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------------
U.S. LONG DISTANCE CORP.
(Exact name of Registrant as specified in its charter)
Delaware 74-2522103
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9311 San Pedro, Suite 100 78216
San Antonio, Texas (Zip Code)
(Address of Principal Executive Offices)
-------------------------
U.S. LONG DISTANCE CORP. 1990 EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
-------------------------
W. AUDIE LONG, ESQ. Copy to:
Senior Vice President-General Counsel JOSEPH A. HOFFMAN, ESQ.
U.S. LONG DISTANCE CORP. Arter & Hadden
9311 San Pedro, Suite 100 1717 Main St., Suite 4100
San Antonio, Texas 78216 Dallas, Texas 75201-4605
(210) 525-9009 (214) 761-2100
(Name, address and telephone
number, including area code,
of agent for service)
-------------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering price Aggregate Offering Amount of
to be Registered Registered(1) Per Share(3) Price(3) Registration Fee(4)
- ------------------- ------------- ---------------- ------------------ -------------------
<S> <C> <C> <C> <C>
Common Stock 1,500,000 $5.00 $7,500,000 $2,586.21
($.01 par value) Shares
Series A Junior (2) (2) (2) (2)
Participating
Preferred Stock
Purchase Rights
<FN>
(1) The securities to be registered represent additional
shares reserved for issuance under the U.S. Long Distance Corp.
1990 Employee Stock Option Plan (the "Plan"). Pursuant to Rule
416, shares of Common Stock of the Company issuable pursuant to the
exercise of options granted or to be granted under the Plan in
order to prevent dilution resulting from any future stock split,
stock dividend or similar transaction are also being registered
hereunder.
(2) The Series A Junior Participating Preferred Stock Purchase
Rights (the "Purchase Rights")are initially carried and traded with
the Company's Common Stock. The value attributable to the Purchase
Rights, if any, is reflected in the value of the Company's Common
Stock.
(3) Estimated solely for the purpose of calculating the
registration fee based upon the average of the high and low
prices per share of Common Stock on the Nasdaq Stock Market's
National Market on August 5, 1996, in accordance with Rules 457(c)
and (h) and General Instruction E to Form S-8.
(4) Relates only to additional shares registered hereby and
does not include the amount of the registration fee previously paid
in connection with the 2,466,666 shares previously registered on
Form S-8 Registration Statements.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
The contents of (1) the Registration Statement on Form S-8,
SEC File No. 33-41039, filed with the Securities and Exchange
Commission on June 5, 1991 (the "Original Registration Statement"),
(2) the Registration Statement on Form S-8, SEC File No. 33-51604,
filed with the Securities and Exchange Commission on September 1,
1992 (the "Second Registration Statement"), and (3) the
Registration Statement on Form S-8, SEC File No. 33-77612, filed
with the Securities and Exchange Commission on April 11, 1994 (the
"Third Registration Statement") are incorporated herein by
reference.
The only information and documents required in this
Registration Statement that was not included in the Original
Registration Statement, the Second Registration Statement or the
Third Registration Statement are the additional Exhibits included
in "Item 8. Exhibits" below.
Item 8. Exhibits
(a) Exhibits.
Exhibit Description
------- -----------
4.11 U.S. Long Distance Corp. 1990 Employee Stock Option
Plan, as amended (filed herewith)
5.1 Opinion of Arter & Hadden (filed herewith)
23.1 Consent of Arter & Hadden (included in their
opinion filed as Exhibit 5.1) (filed herewith)
23.2 Consent of Arthur Andersen L.L.P. (filed herewith)
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, as amended (the "Securities Act"), the
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of San
Antonio, State of Texas, on August 6, 1996.
U.S. LONG DISTANCE CORP.
By: /s/ Larry M. James
--------------------------------
Larry M. James
Chief Executive Officer
and President
The Plan. Pursuant to the requirements of the Securities Act,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated:
Signatures Title Date
- ---------- ----- ----
/s/ Parris H. Holmes, Jr.
- ------------------------ Chairman of the Board August 6, 1996
Parris H. Holmes, Jr.
/s/ Larry M. James
- ------------------------ Chief Executive Officer, August 6, 1996
Larry M. James President and Director
/s/ Phillip J. Storin
- ------------------------ Senior Vice President August 6, 1996
Phillip J. Storin and Chief Financial
Officer
/s/ Charles E. Amato
- ------------------------ Director August 56 1996
Charles E. Amato
________________________ Director August 5, 1996
Gary D. Becker
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
No. Description of Exhibit Page
- ------- ---------------------- -----------
4.11 U.S. Long Distance Corp. 1990 Employee
Stock Option Plan, as amended
(filed herewith)
5.1 Opinion of Arter & Hadden (filed
herewith)
23.1 Consent of Arter & Hadden (included in
their opinion filed as Exhibit 5.1)
(filed herewith)
23.2 Consent of Arthur Andersen L.L.P.
(filed herewith)
<PAGE>
Exhibit 4.11
U.S. LONG DISTANCE CORP.
1990 EMPLOYEE STOCK OPTION PLAN
1. Purpose. The purpose of this 1990 Stock Option Plan
(hereinafter called the "Plan") is to further the success of U.S.
Long Distance Corp., a Delaware corporation (hereinafter called the
"Company"), and certain of its affiliates by making available
Common Stock of the Company for purchase by certain officers and
employees of the Company and its affiliates, and thus to provide an
additional incentive to such individuals to continue in the service
of the Company or its affiliates and to give them a greater
interest as shareholders in the success of the Company. Subject to
compliance with the provisions of the Plan and the Internal Revenue
Code of 1986, as amended, Incentive Stock Options are authorized by
Section 422A of the Code and stock options which do not qualify
under Section 422A of the Code are authorized and may be granted
under the Plan.
2. Definitions. As used in this Plan the following terms
shall have the meanings indicated as follows:
(a) "Board" means the Board of Directors of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as
amended.
(c) "Committee" means the Committee administering the
Plan described in Paragraph 3 hereof.
(d) "Common Stock" means the Company's Common Stock, par
value $.01 per share.
(e) "Date of Grant" means the date on which an option is
granted under a written option agreement executed by the
Company and a Participant pursuant to the Plan.
(f) "Disinterested Person" means a "disinterested
person" in Rule 16b-3 promulgated under the Exchange Act or
any successor provision.
(g) "Effective Date" means the effective date of this
Plan specified in Paragraph 13 hereof.
(h) "Exchange Act" means the Securities Exchange Act of
1934, as it may be amended from time to time.
(i) "Incentive Stock Option" means an option qualifying
under Section 422A of the Code.
<PAGE>
(j) "Parent" means a parent corporation of the Company
as defined in Section 425(e) of the Code.
(k) "Participants" means the employees and officers of
the Company, its Subsidiaries and its Parents and those
directors of the Company who are also employees of the Company
or its subsidiaries.
(l) "Subsidiary" means a subsidiary corporation of the
Company as defined in Section 425(f) of the Code.
3. Administration of the Plan. The Board of Directors of
the Company shall appoint a committee (the "Committee") comprised
of two directors to administer the Plan. Only directors who are
Disinterested Persons shall be eligible to serve as members of the
Committee. The Committee shall report all action taken by it to the
Board, which shall review and ratify or approve those actions that
are by law required to be so reviewed and ratified or approved by
the Board. The Committee shall have full and final authority in its
discretion, subject to the provisions of the Plan, to determine the
Participants to whom, and the time or times at which, options shall
be granted and the number of shares and purchase price of Common
Stock covered by each option; to construe and interpret the Plan
and any agreements made pursuant to the Plan; to determine the
terms and provisions (which need not be identical or consistent
with respect to each Participant) of the respective option
agreements and any agreement ancillary thereto including, but
without limitation, terms covering the payment of the option price;
and to make all other determinations and to take all other actions
deemed necessary or advisable for the proper administration of the
Plan. All such actions and determinations shall be conclusively
binding for all purposes and upon all persons.
4. Options Authorized. The options granted under this Plan
may be Incentive Stock Options or stock options that do not qualify
as Incentive Stock Options (sometimes referred to herein as
"nonqualified options" or "nonqualified stock options"). The
Committee shall have the full power and authority to determine
which options shall be nonqualified stock options and which shall
be Incentive Stock Options; to grant only Incentive Stock Options
or, alternatively, only nonqualified stock options; and to, in its
sole discretion, grant to the holder of an outstanding option, in
exchange for the surrender and cancellation of such option, a new
option having a purchase price lower than that provided in the
option so surrendered and cancelled and containing such other terms
and conditions as the Committee may prescribe in accordance with
the provisions of the Plan. Under no circumstances may nonqualified
stock options be granted where the exercise of such nonqualified
stock options may affect the exercise of Incentive Stock Options
granted pursuant to the Plan. No options may be granted under the
Plan prior to the Effective Date. In addition to any other
limitations set forth herein, (1) no Participant shall receive any
grant of options, whether Incentive Stock Options or nonqualified
stock options, exercisable for more than one hundred fifty thousand
(150,000) shares of Common Stock during any one fiscal year of the
Company and (2) the aggregate fair market value (determined in
accordance with Paragraph 7(a) of the Plan as of the time the
option is granted) of the stock with respect to which Incentive
Stock Options are exercisable for the first time by a Participant
in any calendar year (under all plans of the Company and of any
Parent or Subsidiary) shall not exceed $100,000.
<PAGE>
5. Common Stock Subject to Options. The aggregate number of
shares of the Company's Common Stock which may be issued upon the
exercise of options shall not exceed Three Million, Nine Hundred
Sixty-Six Thousand, Six Hundred Sixty-Six (3,966,666), subject to
adjustment under the provisions of Paragraph 8. The shares of
Common Stock to be issued upon the exercise of options may be
authorized but unissued shares, or shares issued and reacquired by
the Company. In the event any option shall, for any reason,
terminate or expire or be surrendered without having been exercised
in full, the shares subject to such option shall again be available
for options to be granted under the Plan, except that shares for
which relinquished options (or portions thereof) are exercisable
shall not again be available for options under the Plan.
6. Participants. Except as hereinafter provided, options
may be granted under the Plan to any Participant. In determining
the Participants to whom options shall be granted and the number of
shares to be covered by such option, the Committee may take into
account the nature of the services rendered by the respective
Participants, their present and potential contributions to the
Company's success and such other factors as the Committee in its
discretion shall deem relevant. A participant who has been granted
an option under the Plan may be granted an additional option or
options under the Plan, in the Committee's discretion.
7. Terms and Conditions of Options. The grant of an option
under the Plan shall be evidenced by a written agreement executed
by the Company and the applicable Participant and shall contain
such terms and be in such form as the Committee may from time to
time approve, subject to the following limitations and conditions:
(a) Option Price. The option price per share with
respect to each option shall be determined by the Committee,
but shall in no instance be less than the par value of the
shares subject to the option. In addition, the option price
per share with respect to Incentive Stock Options granted
hereunder shall in no instance be less than the fair market
value of the shares subject to the option as determined by the
Committee. For the purposes of this Paragraph 7(a), fair
market value shall be, where applicable, the closing price of
the Common Stock on the Date of Grant as reported on the
Vancouver Stock Exchange or other national securities exchange
on which the Common Stock may be traded. If the stock is not
listed on a national securities exchange but is publicly
traded on any securities exchange or in the over the counter
market, the Committee shall determine the fair market value
based on the closing prices or the bid and ask prices on any
such exchange or market. If the Common Stock was not traded on
the Date of Grant, the nearest preceding date on which there
was a trade shall be substituted. Notwithstanding the
foregoing, however, fair market value shall be determined
consistent with Code Section 422A(b)(4) or any successor
provisions. The Committee may permit the option purchase price
to be payable by transfer to the Company of Common Stock owned
by the option holder with a fair market value at the time of
the exercise equal to the option purchase price.
(b) Period of Option. The expiration date of each
option shall be fixed by the Committee but, notwithstanding
any provision of the Plan to the contrary, such expiration
date shall not be more than ten (10) years from the Date of
Grant.
<PAGE>
(c) Vesting of Shareholder Rights. Neither the optionee
nor his successor in interest shall have any of the rights of
a shareholder of the Company until the shares relating to the
option hereunder are issued by the Company and are properly
delivered to such optionee, or successor.
(d) Exercise of Option. Each option shall be
exercisable from time to time (but not less than six (6)
months after the Date of Grant) over such period and upon such
terms and conditions as the Committee shall determine, but not
at any time as to less than twenty-five (25) shares unless the
remaining shares which have become so purchasable are less
than twenty-five (25) shares. After the death of the optionee,
an option may be exercised as provided in Paragraph 15 hereof.
(e) Nontransferability of Option. No option shall be
transferable or assignable by an optionee, other than by will
or the laws of descent and distribution or pursuant to a
qualified domestic relations order and each option shall be
exercisable, during the optionee's lifetime, only by him or
her or, during periods of legal disability, by his or her
legal representative. No option shall be subject to execution,
attachment, or similar process.
(f) Disqualifying Disposition. The option agreement
evidencing any Incentive Stock Options granted under this Plan
shall provide that if the optionee makes a disposition, within
the meaning of Section 425(c) of the Code and regulations
promulgated thereunder, of any share or shares of Common Stock
issued to him or her pursuant to exercise of the option within
the two-year period commencing on the day after the Date of
Grant of such option or within the one-year period commencing
on the day after the date of issuance of the share or shares
to him or her pursuant to the exercise of such option, he or
she shall, within ten (10) days of such disposition date,
notify the Company of the sales price or other value ascribed
to or used to measure the disposition of the share or shares
thereof and immediately deliver to the Company any amount of
federal income tax withholding required by law.
(g) Limitation on Grants to Certain Shareholders. An
Incentive Stock Option may be granted to a Participant only if
such Participant, at the time the option is granted, does not
own, after application of the attribution rules of Code
Section 425, stock possessing more than 10% of the total
combined voting power of all classes of Common Stock of the
Company or of its Parent or Subsidiary. The preceding
restrictions shall not apply if at the time the option is
granted the option price is at least 110% of the fair market
value (as defined in Paragraph 7(a) above) of the Common Stock
subject to the option and such option by its terms is not
exercisable after the expiration of five (5) years from the
Date of Grant.
(h) Consistency with Code. Notwithstanding any other
provision in this Plan to the contrary, the provisions of all
agreements granting incentive stock options pursuant to the
Plan shall not violate the requirements of the Code applicable
to the Incentive Stock Options authorized hereunder.
<PAGE>
8. Adjustments. The Committee, in its discretion, may make
such adjustments in the option price and the number of shares
covered by outstanding options that are required to prevent any
dilution or enlargement of the rights of the holders of such
options that would otherwise result from any reorganization,
recapitalization, stock split, stock dividend, combination of
shares, merger, consolidation, issuance of rights or any other
change in the capital structure of the Company. The Committee, in
its discretion, may also make such adjustments in the aggregate
number of shares that may be the subject of options which are
appropriate to reflect any transaction or event described in the
preceding sentence.
9. Restriction of Issuing Shares. The exercise of each
option shall be subject to the condition that if at any time the
Company shall determine in its discretion that the satisfaction of
withholding tax or other withholding liabilities, or that the
listing, registration, or qualification of any shares otherwise
deliverable upon such exercise upon any securities exchange or
under any state or federal law, or that the consent or approval of
any regulatory body, is necessary or desirable as a condition of,
or in connection with, such exercise or the delivery or purchase of
shares pursuant thereto, then in any such event, such exercise
shall not be effective unless such withholding, listing,
registration, qualification, consent, or approval shall have been
effected or obtained free of any conditions not acceptable to the
Company.
10. Use of Proceeds. The proceeds received by the Company
from the sale of Common Stock pursuant to the exercise of options
granted under the Plan shall be added to the Company's general
funds and used for general corporate purposes.
11. Amendment, Suspension, and Termination of Plan. The
Board may at any time suspend or terminate the Plan or may amend it
from time to time in such respects as the Board may deem advisable
in order that the options granted thereunder may conform to any
changes in the law or in any other respect that the Board may deem
to be in the best interests of the Company; provided, however, that
without approval by the shareholders of the Company voting the
proper percentage of its voting power, no such amendment shall make
any change in the Plan for which shareholder approval is required
of the Company in order to comply with (i) Rule 16b-3, as amended,
promulgated under the Exchange Act, (ii) the Code or regulatory
provisions dealing with Incentive Stock Options, (iii) any rules
for listed companies promulgated by any national stock exchange on
which the Company's stock is traded or (iv) any other applicable
rule or law. Unless sooner terminated hereunder, the Plan shall
terminate ten (10) years after the Effective Date. No option may be
granted during any suspension or after the termination of the Plan.
Except as provided in Paragraph 12, no amendment, suspension, or
termination of the Plan shall, without an optionee's consent,
impair or negate any of the rights or obligations under any option
theretofore granted to such optionee under the Plan.
12. Tax Withholding. The Committee may, in its sole
discretion, (a) require an optionee to remit to the Company a cash
amount sufficient to satisfy, in whole or in part, any federal,
state or local withholding tax requirements prior to the delivery
of any certificate for shares pursuant to the exercise of an option
hereunder; or (b) satisfy such withholding requirements through
another lawful method.
<PAGE>
13. Effective Date of Plan. This Plan shall become effective
on the date (the "Effective Date") of the last to occur of (i) the
adoption of the Plan by the Board and (ii) the approval, within
twelve (12) months of such adoption, by a majority (or such other
proportion as may be required by state law) of the outstanding
voting shares of the Company, voted either in person or by proxy,
at a duly held stockholders meeting.
14. Termination of Employment. In the event of the
retirement (with the written consent of the Company) or other
termination of the employment of an employee to whom an option has
been granted under the Plan, other than (a) a termination that is
either (i) for cause or (ii) voluntary on the part of the employee
and without the written consent of the Company, or (b) a
termination by reason of death, the employee may (unless otherwise
provided in his option agreement) exercise his option at any time
within three (3) months after such retirement or other termination
of employment (or within one (1) year after termination of
employment due to disability within the meaning of Code Section
422A(c)(7)), or within such other time as the Committee shall
authorize, but in no event after ten (10) years from the date of
granting thereof (or such lesser period as may be specified in the
stock option agreement), but only to the extent of the number of
shares for which his options were exercisable by him at the date of
the termination of his employment. In the event of the termination
of the employment of an employee to whom an option has been granted
under the Plan that is either (i) for cause or (ii) voluntary on
the part of the employee and without the written consent of the
Company, any option held by him under the Plan, to the extent not
previously exercised, shall forthwith terminate on the date of such
termination of employment. Options granted under the Plan shall not
be affected by any change of employment so long as the holder
continues to be an employee of the Company, a Subsidiary or a
Parent. The option agreement may contain such provisions as the
Committee shall approve with respect to the effect of approved
leaves of absence. Nothing in the Plan or in any option granted
pursuant to the Plan shall confer on any individual any right to
continue in the employ of the Company or any of its Subsidiaries or
Parents or interfere in any way with the right of the Company or
any of its Subsidiaries or Parents to terminate his employment at
any time.
15. Death of Holder of Option. In the event an employee to
whom an option has been granted under the Plan dies during, or
within three (3) months after the termination of, his employment by
the Company or a Subsidiary or Parent, such option (unless it shall
have been previously terminated pursuant to the provisions of the
Plan or unless otherwise provided in his option agreement) may be
exercised (to the extent of the entire number of shares covered by
the option whether or not purchasable by the employee at the date
of his death) by the executor or administrator of the optionee's
estate or by the person or persons to whom the optionee shall have
transferred such option by will or by the laws of descent and
distribution, at any time within a period of one (1) year after his
death, but not after the exercise termination date set forth in the
relevant stock option agreement.
16. Loans to Assist in Exercise of Options. If approved by
the Board, the Company or any Parent or Subsidiary may lend money
or guarantee loans by third parties to an individual to finance the
exercise of any option granted under the Plan to carry Common Stock
thereby acquired. No such loans to finance the exercise of an
Incentive Stock Option shall have an interest rate or other terms
that would cause any part of the principal amount to be
characterized as interest for purposes of the Code.
<PAGE>
17. Rule 16b-3 Plan. This Plan is intended and has been
drafted to comply in all respects with Rule 16b-3, as amended,
under the Exchange Act. If any provision of this Plan does not
comply with Rule 16b-3, as amended, this Plan shall be
automatically amended to comply with Rule 16b-3, as amended.
<PAGE>
Exhibit 5.1
ARTER & HADDEN
1717 Main Street, Suite 4100
Dallas, Texas 75201
(214) 761-2100
(214) 741-7139 (Telecopy)
August 6, 1996
U.S. Long Distance Corp.
9311 San Pedro, Suite 300
San Antonio, Texas 78216
Re: U.S. Long Distance Corp. - Registration Statement on Form
S-8
Gentlemen:
We have acted as counsel to U.S. Long Distance Corp., a
Delaware corporation (the "Company"), in connection with the
preparation of the Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and
Exchange Commission on August 6, 1996, under the Securities Act of
1933, as amended (the "Securities Act"), relating to an additional
1,500,000 shares of the $0.01 par value common stock (the "Common
Stock") of the Company that will be issued on the exercise of stock
options (collectively, the "Options") granted or that may be
granted under the U.S. Long Distance Corp. 1990 Employee Stock
Option Plan (the "Plan") in addition to the 2,466,666 shares
previously reserved for issuance under the Plan.
You have requested the opinion of this firm with respect to
certain legal aspects of the Registration Statement. In connection
therewith, we have examined and relied upon the original, or copies
identified to our satisfaction, of (1) the Certificate of
Incorporation and the Bylaws of the Company, as both have been
amended; (2) minutes and records of the corporate proceedings of
the Company with respect to the establishment, approval and
amendment of the Plan, the granting of the Options under the Plan,
the issuance of shares of Common Stock pursuant to the Plan and
related matters; (3) the Registration Statement and exhibits
thereto, including the Plan listed as an exhibit to the
Registration Statement; and (4) such other documents and
instruments as we have deemed necessary for the expression of the
opinions herein contained. In making the foregoing examinations,
we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals, and the
conformity to original documents of all documents submitted to us
as certified or photostatic copies. As to various questions of
fact material to this opinion, and as to the content and form of
the Certificate of Incorporation, the Bylaws, minutes, records,
resolutions and other documents or writings of the Company, we have
relied, to the extent we deem reasonably appropriate, upon
representations or certificates of officers and directors of the
Company and upon documents, records and instruments furnished to us
by the Company, without independent check or verification of their
accuracy.
<PAGE>
Based upon our examination, consideration of, and reliance on
the documents and other matters described above, and subject to the
comments and exceptions noted below, we are of the opinion that,
assuming (i) the outstanding Options were duly granted and the
Options to be granted in the future will be duly granted in
accordance with the terms of the Plan, (ii) the Company maintains
an adequate number of authorized but unissued shares and/or
treasury shares of Common Stock available for issuance to those
persons who exercise Options granted under the Plan and (iii) the
consideration for the shares of Common Stock issuable upon the
exercise of such Options is actually received by the Company as
provided in the Plan and the particular Option and such
consideration exceeds the par value of such shares, then the shares
of Common Stock issued pursuant to the exercise of the Options
granted under and in accordance with the terms of the Plan will be
duly and validly issued, fully paid and nonassessable.
We bring to your attention the fact that our legal opinions
are an expression of professional judgment and not guaranties of
result. This opinion is rendered as of the date hereof, and we
undertake no, and hereby disclaim any, obligation to advise you of
any changes in or new developments that might affect any matters or
opinions set forth herein.
This opinion is limited in all respects to the General
Corporation Law of the State of Delaware as in effect on the date
hereof; however, we are not members of the Bar of the State of
Delaware and our knowledge of its General Corporation Law is
derived from a reading of the most recent compilation of that
statute available to us without consideration of any judicial or
administrative interpretations thereof.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to references to our firm
included in or made a part of the Registration Statement. In
giving this consent, we do not admit that we come within the
category of person whose consent is required under Section 7 of the
Securities Act or the Rules and Regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
ARTER & HADDEN
/s/ Arter & Hadden
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our
reports dated November 10, 1995, included in U.S. Long Distance
Corp.'s Form 10-K for the year ended September 30, 1995, and to all
references to our firm included in this Registration Statement.
/s/ Arthur Andersen LLP
San Antonio, Texas
August 1, 1996
