<PAGE>
As filed with the Securities and Exchange Commission
on December 19, 1996
Registration #33-71228
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
9311 SAN PEDRO, SUITE 100
SAN ANTONIO, TEXAS 78216
(210) 525-9009
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
W. Audie Long, Esq.
Senior Vice President - General Counsel
U.S. LONG DISTANCE CORP.
9311 San Pedro, Suite 100
San Antonio, Texas 78216
(210) 525-9009
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
-----------------------
WITH A COPY TO:
Joseph A. Hoffman, Esq.
ARTER & HADDEN
1717 Main Street, Suite 4100
Dallas, Texas 75201-4605
(214) 761-4779
DEREGISTRATION OF SECURITIES
<TABLE>
<S> <C> <C> <C>
Title of each Class of Number of Shares Number of Shares Number of Shares Sold
Securities to be Deregistered Initially Registered Being Deregistered and Presently Outstanding
- ----------------------------- -------------------- ------------------ -------------------------
Common Stock
$.01 par value . . . . . . . 1,723,067 shares 285,747 shares 1,437,320 shares
</TABLE>
-----------------
<PAGE>
SIGNATURES
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 the
requirements for filing on Form S-3 and has duly caused this Post
Effective Amendment No. 1 to Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of San Antonio, State of Texas, on December 18, 1996.
U.S. LONG DISTANCE CORP.
By: /s/ Larry M. James
--------------------------
Larry M. James
President and Chief
Executive Officer
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, Chairman of the Board December 18, 1996
Jr.
- ----------------------
Parris H. Holmes, Jr.
/s/ Larry M. James Chief Executive Officer December 18, 1996
- ---------------------- President and Director
Larry M. James (Principal Executive
Officer)
/s/ Phillip J. Storin Senior Vice President December 18, 1996
- ---------------------- Chief Financial Officer
Phillip J. Storin and Corporate Treasurer
(Principal Accounting and
Financial Officer)
/s/ Charles E. Amato Director December 18, 1996
- ----------------------
Charles E. Amato
/s/ Gary D. Becker Director December 18, 1996
- -----------------------
Gary D. Becker
