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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
USLD COMMUNICATIONS CORP.
(Exact Name of Registrant as Specified in its Charter)
Delaware 74-2522103
(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
9311 San Pedro, Suite 100
San Antonio, Texas 78216
(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
to be so registered which each class is to be registered
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None None
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box. [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A.(c)(2),
please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Series A Junior Participating Preferred Stock Purchase Rights
(Title of class)
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INTRODUCTORY STATEMENT.
USLD Communications Corp. (f/k/a U.S. Long Distance Corp.)
hereby amends Item 1 of its Registration Statement on Form 8-A,
dated April 26, 1996, by adding the information set forth below
under "Description of the Registrant's Securities to be Registered
- - Amendment to the Rights Agreement." The registrant also amends
Item 2 by adding the Amendment No. 1 to the Rights Agreement as
Exhibit 4.2.
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On April 12, 1996, the Board of Directors of U.S. Long
Distance Corp., a Delaware corporation (the "Company"), declared a
dividend of one Right for each outstanding share of Common Stock,
par value $.01 per share, of the Company (the "Common Stock"). The
dividend is payable to holders of record of Common Stock at the
close of business on April 22, 1996. Each Right entitles the
registered holder to purchase from the Company one ten-thousandth
(1/10,000) of a share of Series A Junior Participating Preferred
Stock, par value $.01 per share (the "Series A Preferred Stock"),
at a Purchase Price of $90. The terms and conditions of the Rights
are contained in a Rights Agreement dated as of April 12, 1996
between U.S. Long Distance Corp. and U.S. Trust Company of Texas,
N.A., as Rights Agent (the "Rights Agreement").
As discussed below, initially the Rights will not be
exercisable, certificates for the Rights will not be issued and the
Rights will automatically trade with the Common Stock.
Until the close of business on the Distribution Date, that
will occur on the earlier of (i) the tenth day following the public
announcement that a person or group of affiliated or associated
persons ("Acquiring Person") other than the Company, any subsidiary
of the Company or any employee benefit plan or employee stock plan
of the Company or of any subsidiary of the Company ("Exempt
Person") has acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding Common Stock (the
"Stock Acquisition Date") or (ii) the tenth business day following
the commencement by any person (other than an Exempt Person) of, or
the announcement of the intention to commence, a tender or exchange
offer that would result in the ownership of 15% or more of the
outstanding Common Stock (the earlier of such dates in clauses (i)
and (ii) being called the "Distribution Date"), the Rights will be
evidenced, with respect to any of the Common Stock certificates
outstanding as of April 22, 1996, by such Common Stock certificate,
together with a copy of this Summary of Rights. The Rights
Agreement provides that, until the Distribution Date (or the
earlier redemption or expiration of the Rights), the Rights will be
represented by and transferred with, and only with, the Common
Stock. Until the Distribution Date (or the earlier redemption or
expiration of the Rights), new Common Stock certificates issued
after the Record Date upon transfer or new issuance of shares of
Common Stock will contain a legend incorporating the Rights
Agreement by reference. Until the Distribution Date (or the
earlier redemption or expiration of the Rights), the surrender for
transfer of any of the Company's Common Stock certificates, with or
without such legend or a copy of this Summary of Rights, will also
constitute the surrender for transfer of the Rights associated with
the Common Stock evidenced by such certificates. As soon as
practicable following the Distribution Date, separate right
Certificates will be mailed to holders of record of Common Stock at
the close of business on the Distribution Date, and thereafter the
Right Certificates alone will evidence the Rights, the Rights will
be transferable separate and apart from the Common Stock.
The Rights are not exercisable until the Distribution Date.
The Rights will expire at the close of business on April 12, 2006,
unless redeemed or exchanged earlier as described below.
The Series A Preferred Stock will not be redeemable and,
unless otherwise provided in connection with the creation of a
subsequent series of preferred stock, will be subordinate to all
other series of the Company's preferred stock. Each share of
Series A Preferred Stock will represent the right to receive, when,
as and if declared, a quarterly dividend at an annual rate equal to
the greater of $1.00 per share or 10,000 times the quarterly per
share cash dividends declared on the Company's Common Stock during
the immediately preceding fiscal year. In addition, each share of
Series A Preferred Stock will represent the right to receive 10,000
times any noncash dividends (other than dividends payable in Common
Stock) declared on the Common Stock, in like kind. In the event of
the liquidation, dissolution or winding up of the Company, each
share of Series A Preferred Stock will represent the right to
receive a liquidation
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payment in an amount equal to the greater of $1.00 per share or
10,000 times the liquidation payment made per share of Common
Stock. Each share of Series A Preferred Stock will have 10,000
votes, voting together with the Common Stock. In the event of any
merger, consolidation or other transaction in which common shares
are exchanged, each share of Series A Preferred Stock will be
entitled to receive 10,000 times the amount received per share of
Common Stock. The rights of the Series A Preferred Stock as to
dividends, liquidation, voting rights and merger participation are
protected by anti-dilution provisions.
The Purchase Price payable and the number of shares of Series
A Preferred Stock or other securities or property issuable upon
exercise of the Rights are subject to adjustment from time to time
to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Series A
Preferred Stock, (ii) upon the grant to holders of the Series A
Preferred Stock of certain rights or warrants to subscribe for
Series A Preferred Stock or convertible securities at less than the
current market price of the Series A Preferred Stock or (iii) upon
the distribution to holders of the Series A Preferred Stock of
evidences of indebtedness or assets (excluding regular cash
dividends and dividends payable in Series A Preferred Stock) or of
subscription rights or warrants.
If any Person (other than an Exempt Person) becomes the
beneficial owner of 15% or more of the then outstanding shares of
Common Stock, each holder of a Right, other than the Acquiring
Person and/or its affiliates, associates and transferees, will have
the right to receive, upon payment of the Purchase Price, in lieu
of Series A Preferred Stock, a number of shares of Common Stock
having a market value equal to twice the Purchase Price. In the
event that insufficient shares of Common Stock are available for
the exercise in full of the Rights, the Company shall, in lieu of
issuing shares of Common Stock upon exercise of Rights, to the
extent permitted by applicable law and any material agreements then
in effect to which the Company is a party, issue shares of Series
A Preferred Stock, cash, property or other securities of the
Company (which may be accompanied by a reduction in the Purchase
Price), in proportions determined by the Company, so that the
aggregate value of such cash, property or other securities received
is equal to twice the Purchase Price. After the acquisition of
shares of Common Stock by an Acquiring Person as described in this
paragraph, Rights that are (or, under certain circumstances, Rights
that were) beneficially owned by an Acquiring Person or its
affiliates, associates and transferees will be void.
The Board of Directors may, at its option, at any time after
a person becomes an Acquiring Person, authorize the Company to
exchange all or part of the then outstanding and exercisable Rights
for shares of Common Stock or Series A Preferred Stock at an
exchange ratio of one share of Common Stock for one ten-thousandth
of a share of Series A Preferred Stock per Right, provided that the
Board of Directors may not effect such exchange after the time that
any Person (other than an Exempt Person) becomes the beneficial
owner of 50% or more of the Common Stock then outstanding. In the
event that insufficient shares of Common Stock are available for
such exchange, the Board of Directors may substitute, in lieu
thereof, shares of Series A Preferred Stock or equivalent preferred
stock of equal value.
Unless the Rights are earlier redeemed, if, after the Stock
Acquisition Date, the Company is acquired in a merger or other
business combination (in which any shares of the Common Stock are
changed into or exchanged for other securities or assets) or more
than 50% of the assets or earning power of the Company and its
subsidiaries (taken as a whole) is sold or transferred in one or
more transactions, other than a transfer to a lender (or an
assignee of a lender) of the Company pursuant to material
agreements then in effect to which the Company is a party, the
Rights Agreement provides that proper provision shall be made so
that each holder of record of a Right will from and after that time
have the right to receive, upon payment of the Purchase Price, that
number of shares of common stock of the acquiring company which has
a current market price at the time of such transaction equal to
twice the Purchase Price.
Interests in fractions of shares of Series A Preferred Stock
may, at the election of the Company, be evidenced by depository
receipts. The Company may also issue cash in lieu of fractional
shares of Series A Preferred Stock that are not integral multiples
of one ten-thousandth of a share.
At any time until a person becomes an Acquiring Person, the
Board of Directors may cause the Company to redeem the Rights in
whole, but not in part, at a price of $0.01 per Right, subject to
adjustment. Immediately upon the effective time of the redemption
authorized by the Board of Directors the right to exercise the
Rights will terminate, and the holders of the Rights will only be
entitled to receive the redemption price without any interest
thereon.
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As long as the Rights are redeemable, the Company may, except
with respect to the redemption price or the number of shares of
Series A Preferred Stock for which a Right is exercisable, amend
the Rights in any manner. At any time when the Rights are not
redeemable, the Company may amend the Rights in any manner that
does not adversely affect the interests of holders of the Rights as
such.
Until a Right is exercised, the holder, as such, will have no
rights as a stockholder of the Company, including without
limitation the right to vote or to receive dividends.
The Board of Directors shall have the exclusive power and
authority to administer the Rights Plan and to exercise the rights
and powers specifically granted to the Board of Directors or the
Company, or as may be necessary or advisable in the administration
of the Rights Plan.
A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission as an Exhibit to this
Registration Statement on Form 8-A. A copy of the Rights Agreement
is available free of charge from the Company by written request
sent to U.S. Long Distance Corp., 9311 San Pedro, Suite 300, San
Antonio, Texas 78216, Attention: Secretary. This summary
description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, as
amended from time to time, which is incorporated in this summary
description by reference. In the event of a conflict between this
summary description and the Rights Agreement, the Rights Agreement
will prevail.
Amendment to the Rights Agreement
On September 17, 1997, LCI International, Inc. ("LCI"), LCI
Acquisition Corp., a wholly-owned subsidiary of LCI ("Merger Sub"),
and the Company entered into an Agreement and Plan of Merger, dated
as of September 17, 1997 (the "Merger Agreement"), providing, among
other things, for the merger (the "Merger") of Merger Sub with and
into the Company whereupon the Company will become a wholly-owned
subsidiary of LCI.
In connection with the Merger Agreement, the Company and U.S.
Trust Company of Texas, N.A., as Rights Agent, entered into an
Amendment No. 1 (the "Amendment") to the Rights Agreement, dated as
of September 17, 1997. The Amendment provides, among other things,
that none of the approval, execution or delivery of the Merger
Agreement or the consummation of the Merger and the other
transactions contemplated thereby will cause (i) LCI or Merger Sub
or any of their respective affiliates or associates to be deemed an
Acquiring Person, (ii) a Stock Acquisition Date to occur, (iii) a
Distribution Date to occur or (iv) a Triggering Event (as defined
in the Rights Agreement) to occur.
A copy of the Amendment is available free of charge from the
Company. This summary description of the Amendment does not purport
to be complete and is qualified in its entirety by reference to the
Amendment, which is hereby incorporated herein by reference.
Item 2. EXHIBITS.
Pursuant to the instructions to Item 2 of Form 8-A, the
following documents are provided as Exhibits to this Form 8-A/A:
(a) EXHIBITS.
EXHIBIT NO. DOCUMENT DESCRIPTION
*4.1 Rights Agreement by and between U.S. Long
Distance Corp. (n/k/a USLD Communications
Corp.) and U.S. Trust Company of Texas, N.A.
dated April 12, 1996.
4.2 Amendment No. 1 to the Rights Agreement dated
as of September 17, 1997, between USLD
Communications Corp. and U.S. Trust Company of
Texas, N.A., as Rights Agent (filed as Exhibit
4.1 to the Registrant's Current Report on Form
8-K filed on September 23, 1997).
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* Previously filed as an exhibit to the Registration Statement.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized.
USLD COMMUNICATIONS CORP.
Date: September 23, 1997 By: /s/ LARRY M. JAMES
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Name: Larry M. James
Title: Chief Executive Officer and
President
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EXHIBIT INDEX
EXHIBIT NO. DOCUMENT DESCRIPTION
*4.1 Rights Agreement by and between U.S. Long
Distance Corp. (n/k/a USLD Communications
Corp.) and U.S. Trust Company of Texas, N.A.
dated April 12, 1996.
4.2 Amendment No. 1 to the Rights Agreement dated
as of September 17, 1997, between USLD
Communications Corp. and U.S. Trust Company of
Texas, N.A., as Rights Agent (filed as
Exhibit 4.1 to the Registrant's Current Report
on Form 8-K filed on September 23, 1997).
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* Previously filed as an exhibit to the Registration Statement.
