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OMB APPROVAL
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OMB Number: 3235-0145
Expires: December 31, 1997
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 8 )*
LCI International, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
501813109
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(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 501813109 13G
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warburg, Pincus Capital Company, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 5,461,557
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH
8 SHARED DISPOSITIVE POWER
5,461,557
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,461,557
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.5%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
2
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CUSIP No. 501813109 13G
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
E.M. Warburg, Pincus & Co., LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
-0-
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 5,461,557
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH
8 SHARED DISPOSITIVE POWER
5,461,557
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,461,557
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.5%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTION BEFORE FILLING OUT!
3
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CUSIP No. 501813109 13G
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warburg, Pincus & Co.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
-0-
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 5,461,557
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH
8 SHARED DISPOSITIVE POWER
5,461,557
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,461,557
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.5%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
4
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Item 1(a). Name of Issuer:
LCI International, Inc. (the "Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
8180 Greensboro Drive
Suite 800
McLean, VA 22102
Items 2(a) Name of Person Filing; Address of Principal
and (b). Business Office:
This statement is filed by and on behalf of
(a) Warburg, Pincus Capital Company, L.P., a
Delaware limited partnership ("WPCC"); (b)
E.M. Warburg, Pincus & Co., LLC, a New York
limited liability company ("EMW LLC"); and
(c) Warburg, Pincus & Co., a New York general
partnership ("WP"). The sole general partner
of WPCC is WP. EMW LLC manages WPCC. The
members of EMW LLC are substantially the same
as the partners of WP. Lionel I. Pincus is
the managing partner of WP and the managing
member of EMW LLC and may be deemed to
control both WP and EMW LLC. WP, as the sole
general partner of WPCC, has a 20% interest
in the profits of WPCC. The business address
of each of the foregoing is 466 Lexington
Avenue, New York, New York 10017.
WPCC, EMW LLC and WP are collectively referred to
herein as the "Reporting Entities."
Item 2(c). Citizenship:
Not Applicable
Item 2(d). Title of Class of Securities:
Common Stock, par value $.01 per share
(the "Common Stock")
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Item 2(e). CUSIP Number:
501813109
Item 3. Not Applicable
Item 4. Ownership:
(a) 5,461,557 shares of Common Stock, as of
October 31, 1997.
(b) 6.5%
(c) (i) -0-
(ii) 5,461,557
(iii) -0-
(iv) 5,461,557
Item 5. Ownership of Five Percent or Less of a Class:
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of
Another Person:
Not Applicable
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company:
Not Applicable
Item 8. Identification and Classification of Members of
the Group:
Not Applicable
Item 9. Notice of Dissolution of Group:
Not Applicable
Item 10. Certification:
Not Applicable
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: November 10, 1997
WARBURG, PINCUS CAPITAL COMPANY, L.P.
By: Warburg, Pincus & Co.,
its General Partner
By: /s/ Stephen Distler
Stephen Distler, Partner
WARBURG, PINCUS & CO.
By: /s/ Stephen Distler
Stephen Distler, Partner
E.M. WARBURG, PINCUS & CO., LLC
By: /s/ Stephen Distler
Stephen Distler, Member
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