SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934, as amended
(Amendment No. ________)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
U. S. LONG DISTANCE CORP.
(Name of Registrant as Specified In Its Charter)
__________________________________________
(Name of Person(s) Filing Proxy Statement,
if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and
state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
U.S. LONG DISTANCE CORP.
9311 SAN PEDRO, SUITE 100
SAN ANTONIO, TEXAS 78216
___________________________________
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 19, 1997
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders
(the "Special Meeting") of U.S. Long Distance Corp., a Delaware
corporation (the "Company"), will be held on Tuesday, August 19,
1997, at 9:00 a.m. local time at the Holiday Inn-Airport, Lone
Star Ballroom West, 77 N.E. Loop 410, in San Antonio, Texas, for
the purpose of considering and voting upon a proposal to vote on an
amendment to the Company's Restated Certificate of Incorporation to
change the name of the Company to USLD Communications Corp. This
proposal is more fully described in the Proxy Statement
accompanying this notice.
The Board of Directors has fixed July 21, 1997, as the record
date (the "Record Date") for the determination of stockholders
entitled to notice of and to vote at the Special Meeting or any
adjournment(s) thereof. Only stockholders of record at the close
of business on the Record Date are entitled to notice of and to
vote at the Special Meeting. The stock transfer books will not be
closed. A list of stockholders entitled to vote at the Special
Meeting will be available for examination at the offices of the
Company for ten days prior to the Special Meeting.
By Order of the Board of Directors
W. Audie Long
Corporate Secretary
San Antonio, Texas
July 23, 1997
IMPORTANT
YOU ARE CORDIALLY INVITED TO ATTEND THE SPECIAL MEETING.
HOWEVER, WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING IN
PERSON, YOU ARE URGED TO PROMPTLY MARK, SIGN, DATE AND RETURN THE
ACCOMPANYING PROXY IN THE ENCLOSED, SELF-ADDRESSED, STAMPED
ENVELOPE SO THAT YOUR SHARES OF STOCK MAY BE REPRESENTED AND VOTED
IN ACCORDANCE WITH YOUR WISHES AND IN ORDER THAT THE PRESENCE OF A
QUORUM MAY BE ASSURED AT THE SPECIAL MEETING. YOUR PROXY WILL BE
RETURNED TO YOU IF YOU SHOULD BE PRESENT AT THE SPECIAL MEETING AND
SHOULD REQUEST SUCH RETURN OR IF YOU SHOULD REQUEST SUCH RETURN IN
THE MANNER PROVIDED FOR REVOCATION OF PROXIES ON THE INITIAL PAGES
OF THE ENCLOSED PROXY STATEMENT. PROMPT RESPONSE BY OUR
STOCKHOLDERS WILL REDUCE THE TIME AND EXPENSE OF SOLICITATION.
PRELIMINARY COPY
<PAGE>
U.S. LONG DISTANCE CORP.
9311 SAN PEDRO, SUITE 100
SAN ANTONIO, TEXAS 78216
___________________________________
PROXY STATEMENT FOR
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 19, 1997
SOLICITATION AND REVOCABILITY OF PROXIES
This Proxy Statement and the accompanying proxy are furnished
in connection with the solicitation by the Board of Directors of
U.S. Long Distance Corp. (the "Company") of proxies for a Special
Meeting of Stockholders of the Company (the "Special Meeting"), to
be held on Tuesday, August 19, 1997, at the time and place and for
the purposes set forth in the accompanying Notice of Special
Meeting of Stockholders and any adjournment(s) thereof. This Proxy
Statement and the accompanying proxy are being first mailed to the
Company's stockholders on or about July 23, 1997.
The accompanying proxy is designed to permit each holder of
the Company's common stock, par value $.01 per share (the "Common
Stock"), to vote for or against or to abstain from voting on a
proposal to amend the Company's Restated Certificate of
Incorporation to change the name of the Company to "USLD
Communications Corp." (the "Proposal"). When a stockholder's
executed proxy card specifies a choice with respect to the
Proposal, the shares will be voted accordingly. IF NO SUCH
SPECIFICATION IS MADE, THE PROXIES FOR THE COMMON STOCK WILL BE
VOTED BY THOSE PERSONS NAMED IN THE PROXIES AT THE SPECIAL MEETING
FOR THE AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF
INCORPORATION TO CHANGE THE NAME OF THE COMPANY TO USLD
COMMUNICATIONS CORP.
The Company encourages the personal attendance of its
stockholders at the Special Meeting, and execution of the
accompanying proxy will not affect a stockholder's right to attend
the Special Meeting and to vote his or her shares in person. Any
stockholder giving a proxy has the right to revoke it by giving
written notice of revocation to W. Audie Long, General Counsel,
Senior Vice President - Legal and Regulatory Affairs and Corporate
Secretary, U.S. Long Distance Corp., at the Company's principal
executive offices, 9311 San Pedro, Suite 100, San Antonio, Texas
78216, at any time before the proxy is voted, by executing and
delivering a later-dated proxy, or by attending the Special Meeting
and voting his or her shares in person. No such notice of
revocation or later-dated proxy will be effective, however, until
received by the Company at or prior to the Special Meeting. Such
revocation will not affect a vote on any matters taken prior to the
receipt of such revocation. Mere attendance at the Special Meeting
will not of itself revoke the proxy.
All expenses of the Company in connection with this
solicitation will be borne by the Company. In addition to the
solicitation of proxies by use of the mail, officers, directors and
employees of the Company may solicit the return of proxies by
personal interview, mail, telephone and/or facsimile. Such persons
will not be additionally compensated, but will be reimbursed for
out-of-pocket expenses. The Company also will request brokerage
houses and other custodians, nominees and fiduciaries to forward
solicitation materials to the beneficial owners of shares held of
record by such persons and will reimburse such persons and the
Company's transfer agent for their reasonable out-of-pocket
expenses in forwarding such materials. Additionally, the Company
has elected to retain the services of D.F. King & Co., for the
purpose of soliciting proxies to be voted at the Special Meeting at
an estimated cost of $4,500, plus out-of-pocket expenses.
-1-
PRELIMINARY COPY
<PAGE>
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
GENERAL
The Board of Directors has fixed July 21, 1997, as the record
date (the "Record Date") for the Special Meeting. Only holders of
record of the outstanding shares of Common Stock at the close of
business on the Record Date are entitled to notice of and vote at
the Special Meeting and any adjournment(s) thereof. At the close
of business on July 21, 1997, __________ shares of the Common Stock
were outstanding and entitled to be voted at the Special Meeting.
The Common Stock is the only class of stock entitled to vote at the
Special Meeting. Each share of Common Stock is entitled to one
vote on each matter presented to the stockholders.
QUORUM AND VOTE REQUIRED
The presence, in person or by proxy, of a majority of the
outstanding shares of Common Stock is necessary to constitute a
quorum at the Special Meeting. Abstentions and broker nonvotes are
counted for purposes of determining the presence or absence of a
quorum for the transaction of business. Furthermore, abstentions
and broker nonvotes are counted in tabulations of the votes cast on
the Proposal essentially as votes "against" the Proposal. Assuming
the presence of a quorum, the affirmative vote of the holders on
the Record Date of a majority of the outstanding shares of Common
Stock is required to approve the Proposal.
SECURITY OWNERSHIP OF MANAGEMENT
The following table and notes thereto set forth certain
information with respect to the shares of Common Stock beneficially
owned as of the Record Date by (i) each director of the Company,
(ii) each executive officer of the Company and (iii) all executive
officers and directors of the Company as a group.
<TABLE>
<CAPTION>
Common Stock
-----------------------------------
Amount and
Nature of Percent of
Beneficial Class Owned
Name of Beneficial Owner Ownership(1) Beneficially(2)
------------------------ ------------ ---------------
<S> <C> <C>
Larry M. James (3)
W. Audie Long (4)
Phillip J. Storin (6) *
James S. Speirs (5) *
Stan G. Masters (7) *
Charles E. Amato (8) *
Gary D. Becker (9) *
L. Lowry Mays *
F. Gardner Parker *
All executive officers and directors as a
group (14 persons, including the executive
officers and directors listed above) (10)
_______________
* Represents less than 1% of the issued and outstanding shares
of Common Stock.
</TABLE>
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PRELIMINARY COPY
<PAGE>
(1) Unless otherwise indicated, each of the persons named has sole
voting and investment power with respect to the shares
reported.
(2) The percentage indicated are based on outstanding stock
options exercisable within 60 days for each individual and
__________ shares of Common Stock issued and outstanding on
the Record Date.
(3) Includes 186,334 shares that Mr. James has the right to
acquire upon the exercise of stock options, exercisable within
60 days, and 3,000 shares owned by Mr. James' wife.
(4) Includes 158,667 shares that Mr. Long has the right to acquire
upon the exercise of stock options, exercisable within 60
days.
(5) Includes 34,668 shares that Mr. Storin has the right to
acquire upon the exercise of stock options, exercisable within
60 days.
(6) Represents 23,334 shares that Mr. Speirs has the right to
acquire upon the exercise of stock options, exercisable within
60 days.
(7) Includes 26,834 and 5,751 shares that Mr. Masters and his
wife, respectively, have the right to acquire upon the
exercise of stock options, exercisable within 60 days.
(8) Includes 3,334 shares that Mr. Amato has the right to
acquire upon the exercise of stock options, exercisable within
60 days.
(9) Includes 5,000 shares that Mr. Becker has the right to
acquire upon the exercise of stock options, exercisable with
60 days.
(10) Includes 541,508 shares that 14 directors and executive
officers (including those held by Mr. Masters' wife) have the
right to acquire upon the exercise of stock options,
exercisable within 60 days.
-3-
PRELIMINARY COPY
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information concerning the
beneficial ownership of shares of the Company's Common Stock by all
persons or entities known to the Company to be the beneficial
owners of more than 5% of the outstanding Common Stock on the
Record Date:
<TABLE>
<CAPTION>
Amount and
Nature of Percent of
Beneficial Class Owned
Name and Address of Beneficial Owner Ownership(1) Beneficially(2)
------------------------------------ ------------ ---------------
<S> <C> <C>
_______________
(1) Beneficial ownership as reported in the above table has been
determined in accordance with Rule 13d-3 under the Exchange
Act. Unless otherwise indicated, each of the persons named
has sole voting and investment power with respect to the
shares reported.
(2) The percentage of Common Stock indicated are based on
__________ shares of Common Stock issued and outstanding on
the Record Date.
</TABLE>
ITEM 1. PROPOSAL TO CHANGE THE NAME OF THE COMPANY
General
- -------
The Board of Directors of the Company has unanimously approved
and recommends adoption by stockholders of a proposed amendment to
Article 1 of the Restated Certificate of Incorporation of the
Company that would change the name of "U.S. Long Distance Corp." to
"USLD Communications Corp."
The Board of Directors believes that this name change will
result in a greater public awareness of the strength and breadth of
the Company's communications products and services, given the
Company's diversification of product and service offerings in the
last year and products proposed to be introduced in the furture,
and that the name change will form the basis for marketing and
advertising materials.
In addition to providing traditional long distance services to
its customers, the Company offers an integrated group of other
communications services including local service, pre-paid calling
cards, travel cards, Internet access, data transmission and calling
center services. The Board of Directors believes that the
recommended name, USLD Communications Corp., more accurately
reflects the full line of communications products and services
provided by the Company to its customers. Furthermore, management
of the Company believes that the proposed name signifies its
commitment to expanding its product and service offerings in the
future to keep pace with the technological changes expected in the
communications industry.
If the change in name is approved by the Company's
stockholders, the Board intends to formally change the name of the
Company at the earliest appropriate time consistent with an orderly
transition to the new name. Additionally, if the stockholders
approve the recommended change of name to USLD Communications
Corp., the Company intends to consider changing the name of its
primary operating subsidiary to USLD Communications, Inc.
If the proposed name change is approved, it will NOT be
necessary for stockholders to exchange outstanding stock
certificates. The Common Stock is traded on the Nasdaq Stock
Market's National Market and if the Proposal is approved, the
symbol under which the Common Stock is traded will remain "USLD."
-4-
PRELIMINARY COPY
<PAGE>
APPROVAL
Assuming the presence of a quorum, the affirmative vote of the
holders a majority of the outstanding shares of Common Stock is
required for the approval of the proposal to amend the Company's
Restated Certificate of Incorporation to change the name of the
Company to USLD Communications Corp. Proxies will be voted for or
against such approval in accordance with the specifications marked
thereon and, if no specification is made, will be voted "FOR" such
approval.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL
TO AMEND THE COMPANY'S RESTATED CERTIFICATE OF
INCORPORATION TO CHANGE THE NAME OF THE
COMPANY TO USLD COMMUNICATIONS CORP.
STOCKHOLDERS' PROPOSALS FOR 1998 ANNUAL MEETING
Proposals of stockholders intended to be presented at the 1998
Annual Meeting of Stockholders should be submitted by certified
mail, return receipt requested, and must be received by the Company
at its principal executive offices in San Antonio, Texas on or
before September 19, 1997, to be eligible for inclusion in the
Company's proxy statement and form of proxy relating to that
meeting.
OTHER BUSINESS
No other business will be presented at the Special Meeting.
By Order of the Board of Directors
Audie Long, Corporate Secretary
San Antonio, Texas
July 23, 1997
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE SPECIAL MEETING AND
DESIRE THEIR STOCK TO BE VOTED ARE URGED TO DATE, SIGN AND RETURN
THE ACCOMPANYING PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE. NO
POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
-5-
PRELIMINARY COPY
<PAGE>
U.S. LONG DISTANCE CORP.
9311 San Pedro, Suite 100
San Antonio, Texas 78216
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Larry M. James, Phillip J.
Storin and W. Audie Long, and each or any of them, as Proxies, each
with the power to appoint his substitute, and hereby authorizes
each of them to represent and vote, as designated below, all of the
shares of the Common Stock of U.S. Long Distance Corp. (the
"Company") held of record by the undersigned on July 21, 1997, at
the Special Meeting of Stockholders to be held on August 19, 1997,
or any adjournment(s) thereof.
1. A PROPOSAL TO AMEND ARTICLE 1 OF THE COMPANY'S RESTATED
CERTIFICATE OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY TO
USLD COMMUNICATIONS CORP.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Please sign on the other side)
<PAGE>
(Continued from front)
Please execute this proxy as your name appears hereon. When shares
are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give
full title as such. If a corporation, please sign in full
corporate name by the president or other authorized officer. If a
partnership, please sign in partnership name by authorized persons.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE
ENCLOSED ENVELOPE.
This proxy, when properly executed, will be
voted in the manner directed herein by the
undersigned shareholder(s). IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED "FOR"
PROPOSAL 1.
DATED: ________________________________, 1997
_____________________________________________
Signature
_____________________________________________
Signature if Held Jointly
