<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 27, 1996
REGISTRATION NO. 333-15623
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
LCI INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3498232
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
8180 GREENSBORO DRIVE, SUITE 800
MCLEAN, VIRGINIA 22102
(703) 442-0220
(Address, including zip code and telephone number, including
area code, of registrant's principal executive offices)
-------------------------------------------------------
LEE M. WEINER
VICE PRESIDENT & GENERAL COUNSEL
LCI INTERNATIONAL, INC.
8180 GREENSBORO DRIVE, SUITE 800
MCLEAN, VIRGINIA 22102
(703) 442-0220
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
with a copy to:
WILLIAM N. DYE
WILLKIE FARR & GALLAGHER
ONE CITICORP CENTER
153 EAST 53RD STREET
NEW YORK, NEW YORK 10022
(212) 821-8000
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement as
determined by market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest einvestment plans, please check the following
box:[ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box:[ x ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.[ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.[ ]
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If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.[ ]
The registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment that specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE> 3
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
PROSPECTUS
- ----------
Subject To Completion,
Dated November 27, 1996
1,450,115 SHARES
LCI INTERNATIONAL, INC.
COMMON STOCK
All of the 1,450,115 shares of common stock, par value $.01 per share
(the "Common Stock"), of LCI International, Inc. ("LCI" or the "Company")
offered hereby are being offered by certain stockholders of the Company (the
"Selling Stockholders"). The Company will not receive any of the proceeds from
the sale of the shares offered hereby. See "Selling Stockholders" and "Plan of
Distribution."
The Common Stock is listed on the New York Stock Exchange ("NYSE")
under the symbol "LCI." On November 25, 1996, the closing price of the Common
Stock on the NYSE was $33 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 6 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
________________, 1996
<PAGE> 4
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements, and other information with
the Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company with the Commission can be
inspected and copied at 450 Fifth Street, NW, Washington, D.C. 20549, and at the
following regional offices of the Commission: 7 World Trade Center, Suite 1300,
New York, New York 10048, and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material can also be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, NW, Washington, D.C.
20549, at prescribed rates. The Commission also maintains a World Wide Web site
(http://www.sec.gov) containing these reports, proxy statements and other
information. The Common Stock is listed on the New York Stock Exchange, and
these records and other information can also be inspected at the offices of the
New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a Registration Statement on
Form S-3 (together with all exhibits and amendments, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the Common Stock offered hereby. This Prospectus does not
contain all of the information set forth in the Registration Statement and the
exhibits and schedules thereto, certain portions of which are omitted as
permitted by the rules and regulations of the Commission. For further
information with respect to the Company and the Common Stock, reference is made
to the Registration Statement, including the exhibits and schedules. The
Registration Statement may be inspected, without charge, at the Commission's
principal office at 450 Fifth Street, NW, Washington, D.C. 20549, and also at
the regional offices of the Commission listed above. Copies of such material may
also be obtained from the Commission upon the payment of prescribed rates. The
Registration Statement may also be accessed from the Commission's World Wide Web
site listed above.
Statements contained in the Prospectus as to any contracts, agreements
or other documents filed as an exhibit to the Registration Statement are not
necessarily complete, and in each instance reference is hereby made to the copy
of such contract, agreement or other document filed as an exhibit to the
Registration Statement for a full statement of the provisions thereof, and each
such statement in the Prospectus is qualified in all respects by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the
Commission pursuant to the Exchange Act and are hereby incorporated by reference
into this Prospectus:
(a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1995 (the "1995 Form 10-K");
(b) the Company's Proxy Statement relating to the Annual Meeting
of Stockholders held on May 7, 1996 (the "1996 Proxy
Statement");
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(c) the Company's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 1996, June 30, 1996 and September 30,
1996 (collectively, the "1996 Form 10-Qs");
(d) the Company's Current Reports on Form 8-K dated August 22,
1995 (as amended by the Form 8-K/A filed on October 6, 1995),
December 17, 1995 and June 3, 1996; and
(e) the description of the Company's Common Stock contained in the
Company's registration statement on Form 8-A filed under the
Exchange Act and any amendments or reports filed for the
purpose of updating such description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Securities offered hereby shall be deemed to
be incorporated by reference in this Prospectus and to be a part hereof from the
date of filing such documents (provided, however, that the information referred
to in item 402(a)(8) of Regulation S-K of the Commission shall not be deemed
specifically incorporated by reference herein).
Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus has been delivered, upon the
written or oral request of any such person, a copy of any or all of the
documents incorporated by reference in this Prospectus (other than exhibits and
schedules thereto, unless such exhibits or schedules are specifically
incorporated by reference into the information that this Prospectus
incorporates). Written or oral requests for copies of these documents should be
directed to LCI International, Inc., c/o LCI International Management Services,
Inc., 4650 Lakehurst Court, Dublin, Ohio 43016, Attention: James D. Heflinger
(telephone: (614) 798- 6000).
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SUMMARY
The following summary is qualified in its entirety by the more
detailed discussions set forth in the Company's periodic reports filed under
the Exchange Act incorporated herein by reference, including the
discussions under the captions "Business" and "Management's Discussion
and Analysis of Financial Condition and Results of Operation."
LCI International, Inc. ("LCI" or the "Company") is a facilities-based
long distance telecommunications carrier that provides domestic and
international telecommunications service offerings in all market segments:
commercial, residential and wholesale. The Company serves its customers
primarily through owned and leased digital fiber optic facilities spanning the
U.S. LCI's network also includes switches strategically located throughout the
U.S., connecting LCI to metropolitan areas that account for 95% of U.S. call
volume.
The Company provides a broad array of long distance telecommunications
services to its customers, which include residential, small, medium-sized and
large businesses, national accounts, other carriers, government agencies and
academic institutions. The Company's switched services include basic long
distance, accessible via "1 plus" dialing or dialing a five digit access code,
and a variety of long distance services for larger customers available through
switched or dedicated lines. The Company seeks to attract and retain a wide
range of commercial, wholesale and residential customers through introduction of
new services, as well as continued provision of high quality service at
competitive prices. Although the Company provides long distance services to a
wide range of market segments, the Company does not seek to compete with every
service offered by the Company's competitors.
The Company focuses on differentiating LCI through simple, fair and
inexpensive telecommunications services which provide residential customers with
competitive and easy-to-understand rates that primarily vary based on whether a
call is placed during or after business hours and not by the distance of a call.
The Company does not attach any complex conditions to its residential services,
such as minimum monthly usage or requiring customers to sign up other customers
to earn full discounts. An additional element is added to this strategy for
commercial customers, where LCI also focuses on offering a full complement of
high quality, competitively priced services to small, medium-sized and large
customers including calling card services, "800 services," audioconferencing and
specialized high-volume data transmission services. The Company's strategic
direction is supported by growth through expansion in sales offices and network
operating facilities, sales agent and distributor relationships, service
offerings to each market segment and selective acquisitions. This approach is
dependent on maintaining efficient, low cost operations in order to preserve
pricing flexibility and operating margins.
The Company is also involved in state regulatory proceedings in various
states to secure approval to resell local service, which would enable the
Company to provide combined local and long distance services to existing and
prospective customers. The local service industry is estimated to be a $90
billion market. The Company believes that it has significant opportunities in
this industry. As of October 31, 1996, the Company had received
approval to resell local services in Alabama, California,
Connecticut, Florida, Georgia, Illinois, Maryland, Michigan, Minnesota, Nevada,
New York, South Carolina, Tennessee, Texas and Wisconsin, and had applications
for local service authority pending in 15 other states.
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The Company provides service to its customers through digital fiber
optic facilities which are owned and leased. Collectively, these facilities
constitute the Company's "network." The Company has agreements with certain
interexchange carriers, local exchange carriers and third party vendors to lease
facilities for originating, terminating and transport services. Certain of these
agreements require the Company to maintain minimum monthly and/or annual
billings based on usage. The third party carriers include AT&T Corp. ("AT&T"),
WorldCom Network Services, Inc. d/b/a WilTel ("WorldCom"), Sprint Corporation
("Sprint") and MCI Telecommunications Corp. ("MCI"). In addition, the Company
uses services provided by each Regional Bell Operating Company ("RBOC"), GTE
Telephone Operating Companies and other smaller local exchange carriers. The
Company currently has one significant contract with a particular third party
carrier. Subject to the ability of such carrier to meet LCI's operational
requirements, the Company is obligated to use this carrier for a significant
percentage of the services that the Company provides through its leased
facilities. The amounts payable under that contract, however, represent less
than 10% of the Company's revenue on an annual basis. The Company has engineered
its network to minimize the impact on its customers of a service failure and has
established contingency plans to reroute traffic as quickly as possible if a
service failure by a third party carrier should occur. Although most service
failures that the Company has experienced have been corrected in a relatively
short time period, a catastrophic service failure could interrupt the provision
of service by both the Company and its competitors for a lengthy time period.
The restoration period for a catastrophic service failure cannot be reasonably
determined. The Company has not, however, experienced a catastrophic service
failure in its history.
LCI, a Delaware corporation, was incorporated in 1988 and is a holding
company. The Company's operations are conducted through its wholly owned
subsidiaries. The Company's principal executive offices are located at 8180
Greensboro Drive, Suite 800, McLean, Virginia 22102 (telephone number (703)
442-0220). The Company maintains a home page on the World Wide Web located at
http://www.lci.com. Information contained in the Company's World Wide Web site
shall not be deemed part of this Prospectus. As used in this Prospectus,
references to "LCI" and the "Company" refer to LCI and its wholly owned
subsidiaries, unless otherwise indicated or the context otherwise requires.
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RISK FACTORS
Prospective investors in the shares of Common Stock offered hereby
should carefully consider the following risk factors, in addition to the other
information appearing and incorporated by reference in this Prospectus. This
Prospectus and the documents incorporated herein by reference contain
forward-looking statements which involve risks and uncertainties. The Company's
actual results in the future could differ significantly from the results
discussed in such forward-looking statements. Factors that cause or contribute
to such a difference include, but are not limited to, those discussed in "Risk
Factors" as well as elsewhere in this Prospectus and in "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and "Business" in
the Company's periodic reports filed under the Exchange Act incorporated herein
by reference.
COMPETITION. The long distance telecommunications market is highly
competitive and the Company expects that this competition will increase. The
Company competes with the five largest interexchange carriers, AT&T, MCI,
Sprint, WorldCom and Frontier Corporation, as well as other interexchange
carriers, resellers, and local exchange carriers (including the RBOCs) in
providing various types of long distance telecommunications services. The
Company believes that the principal factors affecting its market share are
pricing, customer service and diversity of services and features. Several of the
Company's competitors are substantially larger and have substantially greater
financial, technical and marketing resources than the Company. The Company's
ability to compete effectively will depend on its continued ability to maintain
high quality, market-driven services at prices generally equal to or lower than
those charged by its competitors. Additionally, the Company will compete with
the same types of carriers as it enters the local service market. See "Business
- -- Competition" in the 1995 Form 10-K and "Management's Discussion and Analysis
of Financial Condition and Results of Operations -- Introduction - Industry
Environment -- Competition" in the 1996 Form 10-Qs.
The Company is involved in state regulatory proceedings in various
states to secure approval to resell local services which would enable the
Company to provide combined local and long distance services to existing and
prospective customers. There can be no assurance that the Company will be able
to compete effectively or profitably in this market. Subject to the terms,
conditions, operational requirements, and costs governing the Company's
provision of local services to existing and prospective customers, LCI currently
expects to combine the offering of local and long distance services in the 15
states where it has already received approval to resell local service and the
additional 15 states where it has applications pending for local service
authority (Arizona, Colorado, Delaware, District of Columbia, Indiana, Iowa,
Louisiana, Mississippi, New Jersey, New Mexico, North Carolina, Ohio,
Pennsylvania, Virginia, and Washington). To date, there are no states where the
Company has applied and failed to receive authority to resell local service. See
"Business -- Regulation" in the 1995 Form 10-K and "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Introduction -
Industry Environment -- Regulatory Matters" in the 1996 Form 10-Qs.
REGULATION. The Company is subject to regulation by the Federal
Communications Commission (the "FCC") and by various state public service and
public utility commissions. The Telecommunications Act of 1996 (the "1996 Act"),
enacted in February 1996, is expected to have a material impact on the Company's
operations and those of its competitors. The 1996 Act provided that the RBOCs
would be allowed to provide long distance telephone service in exchange for
opening their local networks to competition, but set different standards
relating to the provision of long distance telephone service by RBOCs within
their local service territories than for outside of their local service
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territories. Pursuant to the 1996 Act, the RBOCs are currently allowed to offer
long distance services outside of their local service territories.
In August 1996, the FCC adopted a comprehensive order (the
"Interconnection Order") to implement policies, rules and procedures regarding
local service competition under the 1996 Act. The Interconnection Order was
appealed by several states, companies and other entities. Additionally, in
September 1996, the United States Court of Appeals for the Eighth Circuit issued
a temporary stay, pending appeal, of the pricing provisions and the "pick and
choose" rules of the Interconnection Order. The FCC and several other entities
submitted applications to the U.S. Supreme Court (the "Court") to vacate the
stay and implement those provisions of the Interconnection Order. On October 31,
1996, Justice Clarence Thomas denied those applications to vacate the stay.
Those applications were resubmitted to the Court, and on October 12, 1996 were
denied by the full Court. LCI is not a party to the pending appeal of the
Interconnection Order. However, the Competitive Telecommunications Association
(CompTel), of which LCI is a member, is a party. Because of the uncertainty
regarding the Interconnection Order, the Company is unable to predict what
effect it might have on local or long distance telecommunications services
competition. Other rulemaking proceedings relating to the 1996 Act are planned
or currently underway by the FCC and could also materially impact the nature and
scope of competition in the telecommunications industry.
Based on the foregoing, the Company's long distance revenues and
operations might be impacted depending on the nature, terms, conditions, and
timing under which the RBOCs are allowed to offer long distance services within
their local service territories and each respective RBOC's marketing strategy
and/or the terms, conditions, operational requirements, and costs governing
LCI's provision of local services. Because the regulations, costs, and
operational requirements of LCI's provision of local services have not yet been
determined, the Company is unable to determine the impact, if any, and/or
whether it will be material. See "Business -- Regulation" in the 1995 Form 10-K
and "Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Introduction - Industry Environment -- Regulatory Matters" in the
1996 Form 10-Qs.
In connection with the Company's provision of intrastate long distance
services, the Company's subsidiary, LCI International Telecom Corp. ("LCIT"),
must maintain certificates of public convenience and necessity from state
regulatory authorities and is generally required to file tariffs with such
authorities. There can be no assurance that the Company will not experience
difficulties in maintaining necessary state authorizations, that regulators or
third parties will not raise material issues with regard to LCIT's compliance or
non-compliance with applicable regulations or that such difficulties or issues
will not adversely affect the Company's business.
Although the trend in federal and state regulation appears to favor
increased competition, no assurance can be given that changes in current or
future regulations adopted by the FCC or state regulatory bodies or legislative
initiatives will not have a material adverse effect on the Company.
RISKS RELATING TO THIRD-PARTY SALES AGENTS. The Company expects its
future growth to come from internally generated sources, as well as
acquisitions. Internally generated growth will depend in part upon the Company's
ability to expand existing sales channels and hire additional personnel. The
Company's internal customer growth is supported by a variety of sales channels,
including its internal sales force, advertising, telemarketing and independent
sales agents and distributors who are parties to contracts with the Company.
Compensation for sales of such sales agents is typically paid in the form of
ongoing commissions based upon collected revenue attributable to customers
generated by them. A
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nationwide network of third party sales agents managed by one vendor continues
to be the most successful of the Company's sales agents and accounted for a
significant portion of the Company's residential/small business revenue and
sales growth. This network of third-party sales agents has agreed to offer the
Company's long distance services on an exclusive basis through 2011. There can
be no assurance that the Company will be able to renew any of its other existing
agreements with sales agents or distributors upon their expiration or
termination or negotiate additional agreements on favorable terms. Additionally,
there can be no assurance that the Company would be able to successfully
establish other methods of marketing should it become necessary in the future.
RISKS RELATING TO ACQUISITION STRATEGY. The Company expects part of its
future growth to come from acquisitions. Such growth will therefore depend on
the Company's ability to identify suitable acquisition candidates and to finance
such acquisitions. The Company will also be subject to competition for suitable
acquisition candidates. The Company actively explores potential acquisitions and
may enter into discussions from time to time with potential acquisition
candidates. There can be no assurance, however, that any such acquisitions will
occur or that any such acquisitions, if made, would be made in a timely manner.
Any acquisitions, if made, could divert the Company's resources and management
and would require successful integration with the Company's existing network and
services. The failure to successfully implement the Company's acquisition
strategy could have a material adverse effect on its financial condition and
results of operations.
RISKS RELATING TO EXPANSION OF THE COMPANY'S NETWORK. The Company
provides service to its customers through owned and leased transmission and
distribution facilities. As the volume of the Company's traffic increases, the
Company will need to expand the capacity of its network. The expansion of the
network will require construction of additional network facilities or
negotiations with other telecommunications vendors to lease network capacity.
There can be no assurance that the Company will be able to build and/or
negotiate needed capacity additions to the network or that, if negotiated, such
capacity additions will be on terms favorable to the Company. A failure either
to construct needed additional network facilities or to negotiate needed
capacity additions to the network could have a material adverse effect on the
Company's financial condition and results of operations.
SIGNIFICANT TECHNOLOGICAL CHANGE. The telecommunications industry is
subject to significant changes in technology. While the Company believes that
for the foreseeable future these changes will neither materially affect the
continued use of fiber optic telecommunications networks nor materially hinder
the Company's ability to acquire necessary technologies, the effect of
technological changes on the business of the Company cannot be predicted. Thus,
there can be no assurance that technological developments will not have a
material adverse effect on the Company.
DEPENDENCE ON KEY PERSONNEL. The Company is dependent on the active
participation of certain key management and operating personnel, the loss of
whose services could have a material adverse effect of the Company's business.
The Company believes that its future success will depend in large part on its
continued ability to attract and retain highly qualified personnel. The Company
has entered into employment agreements with H. Brian Thompson, its Chief
Executive Officer, Thomas J. Wynne, its President and Chief Operating Officer,
Joseph A. Lawrence, its Chief Financial Officer and Senior Vice President -
Finance and Development, Marshall W. Hanno, its Senior Vice President - Sales,
Lawrence J. Bouman, its Senior Vice President - Engineering, Operations and
Technology, and Roy Gamse, its Senior Vice President - Marketing. The Company
maintains $3.0 million and $1.5 million, respectively, of key man life insurance
on the lives of Messrs. Thompson and
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Lawrence, naming the Company as beneficiary. See "Employment Contracts and
Termination of Employment and Change-in-Control Arrangements" in the 1996 Proxy
Statement.
HOLDING COMPANY STRUCTURE. LCI is a holding company, which conducts
substantially all of its operations through its subsidiaries. LCI's principal
assets are the capital stock of its subsidiaries, and it has no independent
means of generating revenues. As a holding company, the Company depends on
dividends and other permitted payments from its subsidiaries to meet its cash
needs. The Company formed a wholly owned subsidiary, LCI SPC I ("SPC"), in
connection with its accounts receivable securitization program (the
"Securitization Program"). Except in certain limited circumstances, SPC is
prohibited under the documents governing the Securitization Program from making
dividends, loans or advances to LCI. See "Business" and "Management's Discussion
and Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources" in the 1995 Form 10-K and "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources" in the 1996 Form 10-Qs.
DIVIDEND POLICY; RESTRICTION ON PAYMENT OF DIVIDENDS. The Company has
never paid a cash dividend on the Common Stock and does not anticipate paying
any cash dividends on the Common Stock in the foreseeable future. Further, the
ability of the Company to pay cash dividends is subject to contractual
limitations contained in the Company's revolving credit facility and the lease
agreement relating to its new corporate headquarters.
ANTI-TAKEOVER PROVISIONS. Certain provisions of the Company's Amended
and Restated Certificate of Incorporation may be deemed to have anti-takeover
effects and may delay, defer or prevent a takeover attempt that a stockholder
might consider to be in its best interest. The Company's Board of Directors has
been divided into three classes, each of which serves for staggered three-year
periods. The Company's Board of Directors may authorize the issuance of up to
10,400,000 shares of preferred stock and determine the rights, preferences,
privileges, qualifications, limitations and restrictions of such shares of
preferred stock, without any further vote or action by the Company's
stockholders. The Company is also subject to the provisions of Section 203 of
the Delaware General Corporation Law, an anti-takeover law. In addition, certain
agreements to which the Company is a party, including its revolving credit
facility, the documents governing the Securitization Program, the lease
agreement relating to its new corporate headquarters, its stock option plans and
employment contracts contain acceleration provisions in the event of a change of
control of the Company pursuant to which amounts due thereunder may become
immediately due and payable, such agreements may be terminated or stock options
issued thereunder fully vest and become immediately exercisable.
USE OF PROCEEDS
The shares of Common Stock offered hereby will be sold on behalf of the
Selling Stockholders named herein. The Company will not receive any of the
proceeds from the offering.
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SELLING STOCKHOLDERS
The following table sets forth certain information with respect to
beneficial ownership of the Common Stock at November 15, 1996, and as adjusted
to reflect the sale by the Selling Stockholders of the Common Stock offered
hereby. All of the shares of Common Stock offered hereby were acquired by the
Selling Stockholders in connection with the acquisition by the Company of
Corporate Telemanagement Group, Inc. in September 1995. Except as may otherwise
be indicated, (i) none of the Selling Stockholders has, or within the past three
years had, any position, office or material relationship with the Company or its
affiliates, and (ii) each Selling Stockholder named has sole voting and
investment power with respect to such Selling Stockholder's shares. Shares of
Common Stock beneficially owned after the offering assumes all shares offered
hereby are sold in the offering.
<TABLE>
<CAPTION>
Shares of Common Stock Beneficially Owned
Prior to the Offering Maximum Shares of Common Stock
Beneficially Owned Shares to be After the Offering
-------------------- Sold in the ------------------
Selling Stockholder Number Percent Offering Number Percent
- ------------------- ------ ------- -------- ------ -------
<S> <C> <C> <C> <C> <C>
Leighton M. Cubbage (1),
(7), (9) ...................... 590,015 * 374,436 215,579 *
Charles S. Houser (2), (7), (9).. 459,266 * 146,210 313,056 *
David K. Hudson (7), (9) ........ 120,437 * 98,726 21,711 *
Janie P. Houser (2) ............. 117,903 * 77,390 40,513 *
H. Richard Eskedor, Jr. ......... 229,667 * 68,906 160,761 *
Creditanstalt Corporate
Finance, Inc. ................. 176,455 * 60,000 116,455 *
Jonathan Edward Terrell (6),
(9) ........................... 67,447 * 50,593 16,854 *
Marjorie S. Robinson ............ 137,410 * 50,434 86,976 *
Richard E. Hassold (3), (7) ..... 86,857 * 46,141 40,716 *
Thomas L. McAbee (6), (8) ....... 71,009 * 41,377 29,632 *
Chester F. Zoeller, Jr. ......... 123,667 * 40,000 83,667 *
Jo Ann C. Langston (4), (6) ..... 64,015 * 30,655 33,360 *
J. T. Carneal ................... 34,304 * 34,304 0 *
James G. Ness (5) ............... 79,586 * 30,000 49,586 *
June H. McAbee .................. 51,593 * 30,000 21,593 *
Elizabeth M. Cobb ............... 34,304 * 26,000 8,304 *
Barney R. Shorter (7) ........... 54,953 * 22,953 32,000 *
Frank W. Robinson ............... 88,018 * 22,832 65,186 *
Thomas L. McAbee, Jr. (6) ....... 34,517 * 22,000 12,517 *
The Robinson-Humphrey
Company, Inc. ................. 20,543 * 20,543 0 *
Michele G. Hassold .............. 29,364 * 18,080 11,284 *
Campus Crusade for Christ ....... 17,334 * 17,334 0 *
Richard Casebere (6) ............ 61,227 * 14,361 46,866 *
Benjamin G. Team ................ 21,680 * 11,680 10,000 *
Catherine McDowell (6),
(9) ........................... 40,584 * 11,741 28,843 *
</TABLE>
10
<PAGE> 13
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Rebecca L. Stringer (6) ......... 44,193 * 11,265 32,928 *
Fourth Presbyterian Church ...... 10,741 * 10,741 0 *
Judith C. Slaughter (6) ......... 28,311 * 7,094 21,217 *
Linda R. Lewis (6) .............. 29,217 * 6,606 22,611 *
31 other Selling
Stockholders, each of
whom is selling less than
5,000 shares in the offering..... 36,019 * 19,837 16,182 *
Total 2,881,442 3.7% 1,450,115 1,516,421 2.0%
----- --------- --- --------- --------- ---
</TABLE>
- ---------------
* Less than 1%.
(1) Includes 274,436 shares beneficially owned before the offering as Trustee of
the Cubbage Charitable Trust I, all of which are to be sold in the offering.
(2) Includes 87,218 shares beneficially owned before the offering as Trustee of
the Charles and Janie Houser Charitable Remainder Unitrust, of which 57,218
shares are to be sold in the offering.
(3) Includes 19,622 shares beneficially owned before the offering as Trustee of
the Hassold Charitable Trust, of which 4,906 shares are to be sold in the
offering.
(4) Includes 13,721 shares beneficially owned before the offering as Trustee of
the Langston Charitable Trust, of which 6,861 shares are to be sold in the
offering.
(5) Includes 30,000 shares beneficially owned before the offering as Trustee of
the Ness Charitable Trust, all of which are to be sold in the offering.
(6) Currently employed by the Company and/or a subsidiary.
(7) Employed within the past three years by the Company and/or a subsidiary.
(8) Currently an officer of the Company and/or a subsidiary.
(9) Formerly an officer of the Company and/or a subsidiary (within the past
three years).
11
<PAGE> 14
PLAN OF DISTRIBUTION
The shares of Common Stock offered hereby may be sold from time to time
by the Selling Stockholders. Such sales may be made in one or more transactions
on the New York Stock Exchange or otherwise, at the prevailing market price, at
prices related to the prevailing market price, or at negotiated prices. The
shares may be sold through one or more of the following methods: (a) a "block"
trade in which the broker or dealer so engaged will attempt to sell the shares
as agent but may position and resell a portion of the block as principal to
facilitate the transaction; (b) purchases by an underwriter, broker or dealer as
principal and resale by such underwriter, broker or dealer for its account
pursuant to this Prospectus; and (c) ordinary brokerage transactions and
transactions in which the broker solicits purchasers. In effecting sales,
underwriters, brokers or dealers engaged by the Selling Stockholders may arrange
for other underwriters, brokers or dealers to participate. Underwriters, brokers
or dealers may receive commissions, concessions or discounts from Selling
Stockholders (and, if they act as agent for the purchaser, from such purchaser),
which may, in certain situations, be negotiated immediately prior to any sale.
Such underwriters, brokers or dealers, and any other participating brokers or
dealers, and certain of the Selling Stockholders may be deemed to be
"underwriters" under the Securities Act in connection with such sales, and any
profits realized by such Selling Stockholders and the compensation of such
underwriters, brokers or dealers may be deemed to be underwriting discounts and
commissions under the Securities Act. If required, a supplemental prospectus
which describes the method of sale in greater detail will be filed with the
Commission.
The shares of Common Stock offered hereby are being registered in
connection with the demand for registration delivered pursuant to the
Registration Rights Undertaking, dated as of September 18, 1995, as amended, by
the Company for the Benefit of Certain Former Shareholders and Warrantholders of
Corporate Telemanagement Group, Inc. (the "Undertaking"). The Undertaking
provides that the Company will pay the Selling Stockholders' expenses associated
with the offering of the shares of Common Stock hereby other than any
underwriting discounts and commissions. Pursuant to the Undertaking, the Company
and the Selling Stockholders have agreed to indemnify each other against certain
liabilities, including liabilities arising under the Securities Act.
Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the Common Stock may not simultaneously
engage in market making activities with respect to the Common Stock for a period
of two business days prior to the commencement of such distribution. In
addition, each Selling Stockholder and any other person participating in a
distribution will be subject to applicable provisions of the Exchange Act and
the rules and regulations thereunder, including without limitation Rules 10b-6
and 10b-7, which provisions may limit the timing of purchases and sales of
Common Stock by the Selling Stockholders or any such other persons.
The Company has agreed to use its best efforts to keep the Registration
Statement of which this Prospectus is a part continuously effective for a period
ending on the earlier of (i) the date which is 120 days after the effective date
of the Registration Statement (subject to extension in certain limited
circumstances as provided in the Undertaking) and (ii) the date on which all of
the shares of Common Stock offered hereby have been sold and the distribution
thereof has been completed.
12
<PAGE> 15
LEGAL MATTERS
Certain legal matters in connection with the offering will be passed
upon for the Company by Willkie Farr & Gallagher, New York, New York.
EXPERTS
The audited financial statements and schedules of LCI International,
Inc., included or incorporated by reference in the Company's Annual Report on
Form 10-K, and incorporated by reference in this Prospectus and elsewhere in the
Registration Statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.
The financial statements of Corporate Telemanagement Group, Inc. and
subsidiaries as of December 31, 1994 and 1993, and for the years then ended,
have been incorporated by reference herein and in the Registration Statement in
reliance upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing. The report of KPMG Peat Marwick LLP
covering the 1993 financial statements refers to a restatement of certain
amounts in the 1993 financial statements.
The financial statements of Teledial America, Inc. (dba US Signal
Corporation) incorporated by reference in this Prospectus have been audited by
BDO Seidman, LLP, independent certified public accountants, to the extent and
for the periods set forth in their report incorporated herein by reference, and
are incorporated herein in reliance upon such report given upon the authority of
said firm as experts in auditing and accounting.
13
<PAGE> 16
NO DEALER, SALESPERSON, OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR THE UNDERWRITERS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE
SUBSEQUENT TO ITS DATE. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR
A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED
SECURITIES TO WHICH IT RELATES. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES
IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
---------------
TABLE OF CONTENTS
Page
----
Available Information........................ 2
Incorporation of Certain Documents by
Reference ................................. 2
Summary...................................... 4
Risk Factors................................. 6
Use of Proceeds.............................. 9
Selling Stockholders......................... 10
Plan of Distribution......................... 12
Legal Matters ............................... 13
Experts ..................................... 13
1,450,115 SHARES
LCI INTERNATIONAL, INC.
COMMON STOCK
------------------------------
PROSPECTUS
, 1996
-------------------------------
<PAGE> 17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the fees and expenses payable by the Registrant
in connection with this offering, other than underwriting discounts and
commissions. All the amounts shown are estimates, except the SEC registration
fee:
<TABLE>
<CAPTION>
<S> <C>
SEC registration fee $14,117
Printing and engraving expenses 50,000
Legal fees and expenses 75,000
Accounting fees and expenses 25,000
Transfer Agent and Registrar fees 5,000
Miscellaneous fees and expenses 30,883
--------
Total $200,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law provides that:
(a) a corporation may indemnify any person who was or is
threatened to be made a party to any threatened, pending, or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such
corporation) by reason of the fact that such person is or was an
officer or director of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent
of another corporation or enterprise. The indemnity may be against
expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that he acted
in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful;
(b) a corporation may indemnify officers and directors in an
action by or in the right of the corporation to procure a judgment in
its favor under the same conditions, except that no indemnification is
permitted unless the Court of Chancery (or the Court in which such suit
or action was brought) finds, upon application, in view of all of the
circumstances, that such person is fairly and reasonably entitled to
indemnity for such expenses which the court may deem proper;
(c) where an officer or director is successful on the merits
or otherwise in defense of any action referred to above, the
corporation must indemnify him against the expenses (including
attorneys' fees) that he actually and reasonably incurred in connection
therewith;
(d) any indemnification set forth above shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the officer, director, employee
or agent is proper in the circumstances because he has met the
applicable
II-1
<PAGE> 18
standard of conduct set forth above, and such determination
shall be made (1) by the board of directors by a majority vote of a
quorum consisting of directors who were not parties to such action,
suit or proceeding, or (2) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (3) by the
stockholders;
(e) the indemnification of any officer or director of a
corporation continues after such person has ceased to be an officer or
director and inures to the benefit of such person's heirs, executors
and administrators;
(f) the indemnification provided is not deemed to be exclusive
of any other rights to which an officer or director may be entitled
under a corporation's bylaws, by agreement, vote or otherwise;
(g) expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid upon receipt of an
undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to
be indemnified by the corporation as described above. Such expenses
(including attorneys' fees) incurred by other employees and agents may
be so paid upon such terms and conditions, if any, as the board of
directors deems appropriate; and
(h) a corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether
or not the corporation would have the power to indemnify him against
such liability under this section.
Article X of the Company's Amended and Restated Certificate of
Incorporation reads as follows:
1. A director of the Corporation shall not be personally
liable to the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Law, or (iv) for
any transaction from which the director derived any improper personal
benefit. If the Delaware General Corporation Law is amended after
approval by the stockholders of this Article to authorize corporate
action further eliminating or limiting the personal liability of
directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended.
2. (a) Each person who was or is made a party or is threatened
to be made a party to or is otherwise involved in any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding")
(including an action by or in the right of the Corporation), by reason
of the fact that he is or
II-2
<PAGE> 19
was serving as a director or officer of the Corporation (or is or was
serving at the request of the Corporation in a similar capacity with
another entity, including employee benefit plans), shall be indemnified
and held harmless by the Corporation to the fullest extent authorized
by the Delaware General Corporation Law. This indemnification will
cover all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and settlement
amounts) reasonably incurred by the director or officer in connection
with a proceeding. All such indemnification shall continue as to a
director or officer who has ceased to be a director or officer and
shall continue to the benefit of such director's or officer's heirs,
executors and administrators. Except as provided in paragraph (b)
hereof with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such director or
officer only if such proceeding was authorized by the Board of
Directors of the Corporation. The right to indemnification conferred by
this Section shall be a contract right and shall include the right to
be paid by the Corporation the expenses incurred in defending any such
proceeding in advance of its final disposition (hereinafter an
"advancement of expenses"). If the Delaware General Corporation Law
requires, an advancement of expenses incurred by a director in his
capacity as a director or an officer in his capacity as an officer
shall be made only upon delivery to the Corporation of an undertaking
by such director or officer to repay all amounts so advanced if it is
ultimately determined by final judicial decision that such director or
officer is not entitled to be indemnified for such expenses under this
Section or otherwise (hereinafter an "undertaking").
(b) If a claim under paragraph (a) of this Section
is not paid in full by the Corporation within ninety days after receipt
of a written claim, the director or officer may bring suit against the
Corporation to recover the unpaid amount. (In the case of a claim for
advancement of expenses, the applicable period will be twenty days.) If
successful in any such suit, the director or officer will also be
entitled to be paid the expense of prosecuting such suit. In an suit
brought by the director or officer to enforce a right to
indemnification hereunder (but not in a suit brought by the director or
officer to enforce a right to an advancement of expenses) it shall be a
defense that the director or officer has not met the applicable
standard of conduct under the Delaware General Corporation Law. In any
suit by the Corporation to recover an advancement of expenses pursuant
to the terms of an undertaking, it shall be entitled to recover such
expenses upon a final adjudication that the director or officer has not
met the applicable standard of conduct set forth in the Delaware
General Corporation Law. Neither the failure of the Board of Directors
of the Corporation to determine prior to the commencement of such suit
that the director or officer has met the applicable standard of conduct
for indemnification set forth in the Delaware General Corporation Law,
nor an actual determination by the Board of Directors of the
Corporation that the director or officer has not met such applicable
standard of conduct, shall create a presumption that the director or
officer has not met such applicable standard of conduct or, in the case
of such a suit brought by the director or officer, be a defense to such
suit. In any suit brought by the director or officer to enforce a right
hereunder, or by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the burden of proving that the
director or officer is not entitled to be indemnified or to such
advancement of expenses under this Section or otherwise shall be on the
Corporation.
(c) The rights to indemnification and to the
advancement of expenses conferred in this Section will not be exclusive
of any other right which any person may have or hereafter acquires
under any statute, this Amended and Restated Certificate of
Incorporation, by-law, agreement, vote of stockholders or disinterested
directors or otherwise.
II-3
<PAGE> 20
(d) The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent
of the Corporation or other entity against any expense, liability or
loss, whether or not the Corporation would have the power to indemnify
such person under the Delaware General Corporation Law.
(e) The Corporation may, if authorized by the Board
of Directors, grant rights to indemnification and to the advancement of
expenses to any employee or agent of the Corporation to the same extent
as for directors and officers of the Corporation.
The Company maintains a directors' and officers' liability insurance
policy. John L. Vogelstein and Douglas M. Karp, nominees of Warburg, Pincus
Capital Company, L.P. ("Warburg") to the Company's Board of Directors, are
entitled to indemnification by Warburg for liabilities incurred as a result of
their service as directors of the Company.
ITEM 16. EXHIBITS.
EXHIBIT NO. DESCRIPTION
- ----------- -----------
4(a)** Amended and Restated Certificate of Incorporation of LCI International,
Inc.
4(b)*** Amended and Restated By-laws of LCI International, Inc.
5 Opinion of Willkie Farr & Gallagher regarding the validity of the
securities being registered.
10 Registration Rights Undertaking, dated as of September 18, 1995, by LCI
International, Inc. for the Benefit of Certain Former Shareholders and
Warrantholders of Corporate Telemanagement Group, Inc., as amended on
October 7, 1996.
15 Letter of Arthur Andersen LLP regarding unaudited interim financial
information.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Willkie Farr & Gallagher (included as part of Exhibit 5).
23(c) Consent of KPMG Peat Marwick LLP.
23(d) Consent of BDO Seidman, LLP.
24* Power of Attorney.
- --------------------
* Previously filed .
** Incorporated by reference from the Registrant's Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 1996.
*** Incorporated by reference from the Registrant's Registration Statement
on Form S-1 (No. 33-60558).
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
II-4
<PAGE> 21
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer
II-5
<PAGE> 22
or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-6
<PAGE> 23
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of McLean, Commonwealth of Virginia, on November
27, 1996.
LCI INTERNATIONAL, INC.
By: /s/ H. Brian Thompson
---------------------
Name: H. Brian Thompson
Title: Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ H. Brian Thompson Chairman of the Board and Chief Executive Officer November 27, 1996
- ------------------------------------
H. Brian Thompson (Principal executive officer)
* Senior Vice President-Finance and Development and November 27, 1996
- ------------------------------------
Joseph A. Lawrence Chief Financial Officer (Principal financial and
accounting officer)
Director __________, 1996
- ------------------------------------
William F. Connell
* Director November 27, 1996
- ------------------------------------
Stephen W. Fillo
* Director November 27, 1996
- ------------------------------------
Douglas M. Karp
Director __________, 1996
- ------------------------------------
George M. Perrin
* Director November 27, 1996
- ------------------------------------
John L. Vogelstein
* Director November 27, 1996
- ------------------------------------
Thomas J. Wynne
</TABLE>
* By: /s/ H. Brian Thompson
H. Brian Thompson
Attorney-in-Fact
<PAGE> 24
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
4(a)** Amended and Restated Certificate of Incorporation of LCI
International, Inc.
4(b)*** Amended and Restated By-laws of LCI International, Inc.
5 Opinion of Willkie Farr & Gallagher regarding the validity of the
securities being registered.
10 Registration Rights Undertaking, dated as of September 18, 1995,
by LCI International, Inc. for the Benefit of Certain Former
Shareholders and Warrantholders of Corporate Telemanagement Group,
Inc., as amended on October 7, 1996.
15 Letter of Arthur Andersen LLP regarding unaudited interim
financial information.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Willkie Farr & Gallagher (included as part of Exhibit
5).
23(c) Consent of KPMG Peat Marwick, LLP.
23(d) Consent of BDO Seidman, LLP.
24* Power of Attorney.
--------------------
* Previously filed .
** Incorporated by reference from the Registrant's Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 1996.
*** Incorporated by reference from the Registrant's Registration
Statement on Form S-1 (No. 33-60558).
<PAGE> 1
Exhibit 5
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022
November 27, 1996
LCI International, Inc.
8180 Greensboro Drive, Suite 800
McLean, VA 22102
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We are delivering this opinion in connection with the Registration Statement on
Form S-3 (File No. 333-15623) (the "Registration Statement") originally filed by
LCI International, Inc. (the "Company") on November 6, 1996, with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Act"), with respect to 1,450,115 shares, par value $.01 per share, of common
stock ("Common Stock") of the Company (the "Shares").
We have examined and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments relating to the authorization and issuance of the Shares,
and have made such investigations of law, as we have deemed necessary and
advisable. In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to authentic originals of all documents submitted to us as
copies.
Based upon the foregoing, we are of the opinion that:
The Shares have been duly authorized and validly issued, and are fully
paid and non-assessable shares of Common Stock of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement referred to above and to the reference to our firm under
the heading "Legal Matters" in the Prospectus included in the Registration
Statement. We do not admit by giving this consent that we
<PAGE> 2
LCI International, Inc.
November 27, 1996
Page 2
are in the category of persons whose consent is required
under Section 7 of the Act.
Very truly yours,
/s/ Willkie Farr & Gallagher
<PAGE> 1
Exhibit 10
================================================================================
REGISTRATION RIGHTS UNDERTAKING
DATED AS OF SEPTEMBER 18, 1995
BY
LCI INTERNATIONAL, INC.
FOR THE BENEFIT OF CERTAIN
FORMER SHAREHOLDERS AND WARRANTHOLDERS
OF
CORPORATE TELEMANAGEMENT GROUP, INC.
================================================================================
<PAGE> 2
REGISTRATION RIGHTS UNDERTAKING (this "Undertaking") is made
and entered into as of September 18, 1995, by LCI International, Inc., a
Delaware corporation (the "Purchaser"), for the benefit of the former
shareholders and warrantholders of Corporate Telemanagement Group, Inc., a South
Carolina corporation (the "Company"), listed in Schedule I hereto.
WHEREAS, the Purchaser is a party to that certain Agreement
and Plan of Merger (the "Merger Agreement") dated July 10, 1995 among the
Purchaser, LCI Telemanagement Corp. ("Newco"), the Company and certain other
persons, pursuant to which the Company will be merged with and into Newco (the
"Merger");
WHEREAS, pursuant to the Merger Agreement, the Purchaser will
(a) issue shares of its common stock, par value $.01 per share (the "Purchaser
Common Stock"), to certain former shareholders of the Company as a result of the
Merger, and (b) exchange shares of Purchaser Common Stock for preferred stock
and for warrants to purchase common stock of the Company; and
WHEREAS, the shares of Purchaser Common Stock to be issued
pursuant to the Merger Agreement will not be registered under the Securities Act
in reliance upon an appropriate exemption from registration thereunder;
NOW, THEREFORE, in consideration of the premises and mutual
covenants and obligations hereinafter set forth, the Purchaser, intending
legally to be bound, hereby agrees as follows:
SECTION 1. Definitions. As used in this Undertaking,
the following terms shall have the following meanings:
"Affiliate" of any Person means any other Person who either
directly or indirectly is in control of, is controlled by or is under common
control with such Person; provided, that for purposes of this definition, an
investment entity shall be deemed to be controlled by its investing manager,
investment advisor or general partner.
"Business Day" shall mean any Monday, Tuesday, Wednesday,
Thursday or Friday that is not a day on which banking institutions in the City
of New York are authorized by law, regulation or executive order to close.
"Change-in-Control of Purchaser" shall mean that all or a
substantial portion of the business of the Purchaser has been sold to any
Person, other than Warburg, Pincus Capital Company, L.P. or any of its
Affiliates.
"Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended (or any similar successor federal statute), and the rules and
regulations thereunder, as the same are in effect from time to time.
<PAGE> 3
"Holder" shall mean any Person listed on Schedule I hereto and
the successors and permitted assigns of any such Person. For purposes of this
Undertaking, the Purchaser may deem the registered holder of a Registrable
Security as the Holder thereof.
"Material Development Election" shall have the meaning set
forth in Section 6 hereof.
"Person" shall mean an individual, partnership, corporation,
limited liability company, joint venture trust or unincorporated organization, a
government or agency or political subdivision thereof or any other entity.
"Prospectus" shall mean the prospectus included in any
Registration Statement, as amended or supplemented by a prospectus supplement
with respect to the terms of the offering of any portion of the Registrable
Securities covered by such Registration Statement and by all other amendments
and supplements to the prospectus, including post-effective amendments, and all
material incorporated by reference in such prospectus.
"Registrable Securities" shall mean (i) the shares of
Purchaser Common Stock issued or issuable as a result of the Merger or otherwise
pursuant to the Merger Agreement; and (ii) any other securities issued as a
result of or in connection with any stock dividend, stock split or reverse stock
split, combination, recapitalization, reclassification, merger or consolidation,
exchange or distribution in respect of such shares of Purchaser Common Stock.
"Registration Expenses" shall have the meaning set forth in
Section 7 hereof.
"Registration Statement" shall mean any registration statement
which covers any of the Registrable Securities pursuant to the provisions of
this Undertaking, including the Prospectus included therein, all amendments and
supplements to such Registration Statement, including post-effective amendments,
all exhibits and all material incorporated by reference in such Registration
Statement.
"Restricted Securities" shall have the meaning set forth in
Section 2 hereof.
"Rule 144" shall mean Rule 144 promulgated under the
Securities Act, as amended from time to time, or any similar successor rule
thereto that may be promulgated by the SEC.
"Rule 415" shall mean Rule 415 promulgated under the
Securities Act, as amended from time to time, or any similar successor rule
thereto that may be promulgated by the SEC.
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<PAGE> 4
"SEC" shall mean the Securities and Exchange Commission, or
any other federal agency at the time administering the Securities Act.
"Securities Act" shall mean the Securities Act of 1933, as
amended (or any similar successor federal statute), and the rules and
regulations thereunder, as the same are in effect from time to time.
"Underwritten Offering" shall mean an offering that is
registered under the Securities Act in which securities of the Purchaser are
sold to an underwriter for reoffering to the public.
SECTION 2. Securities Subject to this Undertaking. The
securities entitled to the benefits of this Undertaking are the Registrable
Securities but, with respect to any particular Registrable Security, only so
long as such security continues to be a Restricted Security. A Registrable
Security that has ceased to be a Registrable Security cannot thereafter become a
Registrable Security. As used herein, a Restricted Security is a Registrable
Security which has not been effectively registered under the Securities Act and
distributed in accordance with an effective Registration Statement and which may
not be distributed by a Holder pursuant to Rule 144.
SECTION 3. Demand Registration.
(a) Demand. Upon the written request of a Holder or Holders of
then outstanding Registrable Securities having an aggregate fair market value of
at least $25 million, requesting that the Purchaser effect the registration
under the Securities Act of Registrable Securities in connection with an
Underwritten Offering thereof, the Purchaser will use its best efforts to
effect, as expeditiously as possible, the registration under the Securities Act
of the Registrable Securities which the Purchaser has been so requested to
register by such Holders. No such request may be made earlier than thirteen (13)
or later than nineteen (19) months after the Merger is effected, unless there
has been a Change-in-Control of Purchaser, in which case, such request may be
made at any time that is more than one (1) month after such Change-in-Control is
effected. The Purchaser shall not be obligated to effect more than one demand
registration pursuant to this Section 3.
Upon receipt of any request for registration pursuant to this
Section 3 from any one or more Holders of Registrable Securities, the Purchaser
shall promptly give written notice of such request to all other Holders. The
Purchaser shall include in the requested registration all Registrable Securities
requested to be included by such of the other Holders who shall make such
request by written notice to the Purchaser delivered within ten (10) Business
Days of their receipt of the Purchaser's notice. If the Purchaser shall receive
a request for inclusion
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<PAGE> 5
in the registration of the Registrable Securities of additional Holders, it
shall promptly so inform the Holders who made the initial request for
registration.
A Holder or Holders requesting a registration pursuant to this
Section 3 may, at any time prior to the effective date of the Registration
Statement relating to such registration, revoke such request by providing a
written notice to the Purchaser revoking such request. If so requested by the
Holders of a majority of the Registrable Securities included in such
Registration Statement, the Purchaser shall withdraw the Registration Statement,
but shall then have no further obligation to effect the registration under the
Securities Act of Registrable Securities pursuant to this Section 3.
The Purchaser shall pay all Registration Expenses with respect
to any demand registration pursuant to this Section 3.
(b) Effectiveness of Registration Statement. The Purchaser
agrees to use its best efforts to (i) cause the Registration Statement relating
to any demand registration pursuant to this Section 3 to become effective as
promptly as practicable; (ii) thereafter keep such Registration Statement
effective continuously for the period specified in the next succeeding
paragraph; and (iii) prevent the happening of any event of the kinds described
in clauses (4), (5) and (6) of Section 5(a)(ii) hereof.
A demand registration requested pursuant to this Section 3
will not be deemed to have been effected unless the Registration Statement
relating thereto has become effective under the Securities Act and remain
continuously effective (except as otherwise permitted under this Undertaking)
for a period ending on the earlier of (i) the date which is one hundred and
twenty (120) days after the effective date of such Registration Statement
(subject to extension as provided in Sections 5(c) and 6 hereof), and (ii) the
date on which all Registrable Securities covered by such Registration Statement
have been sold and the distribution contemplated thereby has been completed;
provided, however, that if, after such Registration Statement has become
effective, the offering of the Registrable Securities pursuant to such
registration is interfered with by any stop order, injunction or similar order
of the SEC or other governmental agency or court (other than by reason of any
untrue statement of a material fact or any omission of a material fact required
to be stated in the Registration Statement or necessary to make the statements
therein not misleading, to the extent, but only to the extent, that such untrue
statement or omission is contained in any information furnished in writing by a
Holder to the Purchaser specifically for inclusion therein), such Registration
Statement will be deemed not to be effective.
(c) Inclusion of Other Securities. The Purchaser, and any
other holder of the Purchaser's securities that has
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<PAGE> 6
registration rights, may include its securities in any demand registration
effected pursuant to this Section 3; provided, however, that if the managing
underwriter or underwriters of the Underwritten Offering contemplated thereby
advise the Holder or Holders in writing that the total amount or kind of
securities which the Purchaser or any such other holder intends to include in
such proposed public offering is sufficiently large to materially adversely
affect the success of the proposed public offering requested by the Holder or
Holders, then the amount or kind of securities to be offered for the account of
the Purchaser or any such other holder shall be reduced to the extent necessary
to reduce the total amount or kind of securities to be included in such proposed
public offering to the amount or kind recommended by such managing underwriter
or underwriters.
SECTION 4. Piggyback Registration. If the Purchaser at any
time proposes to file a registration statement with respect to any class of
equity securities, whether for its own account (other than a registration
statement on Form S-4 or S-8 (or any successor or substantially similar form) or
a registration statement covering (A) an employee stock option, stock purchase
or compensation plan or securities issued or issuable pursuant to any such plan,
or (B) a dividend reinvestment plan) or for the account of a holder of
securities of the Purchaser pursuant to registration rights granted by the
Purchaser (a "Requesting Securityholder"), other than for the registration of
securities for sale on a continuous or delayed basis pursuant to Rule 415, then
the Purchaser shall in each case give written notice of such proposed filing to
all Holders of Registrable Securities at least ten (10) Business Days before the
anticipated filing date of any such registration statement by the Purchaser, and
such notice shall offer to all Holders the opportunity to have any or all of the
Registrable Securities held by such Holders included in such registration
statement. Each Holder of Registrable Securities desiring to have its
Registrable Securities registered under this Section 4 shall so advise the
Purchaser in writing within five (5) Business Days after the date of receipt of
such notice (which request shall set forth the amount of Registrable Securities
for which registration is requested), and the Purchaser shall include in such
Registration Statement all such Registrable Securities so requested to be
included therein; provided, however, that in the event such Registration
Statement is for an Underwritten Offering, the Holders of Registrable Securities
included therein shall join in the underwriting on the same terms and conditions
as the Purchaser or the Requesting Securityholders except that the Holders of
Registrable Securities shall not be required to give any representations and
warranties relating to the Purchaser, and shall execute any underwriting
agreement, "lock-up" letters or other customary agreements or documents executed
by the Purchaser or the Requesting Securityholders in connection therewith.
Notwithstanding the foregoing, if the managing underwriter or underwriters of
any such proposed public offering advise the Purchaser in writing that the total
amount or kind of securities
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<PAGE> 7
which the Holders of Registrable Securities, the Purchaser, the Requesting
Securityholders and any other Persons intended to be included in such proposed
public offering is sufficiently large to materially adversely affect the success
of such proposed public offering, then the amount or kind of securities to be
offered for the accounts of Holders of Registrable Securities shall be reduced
pro rata, together with the amount or kind of securities to be offered for the
accounts of any other Persons requesting registration of securities pursuant to
rights similar to the rights of Holders under this Section 4, to the extent
necessary to reduce the total amount or kind of securities to be included in
such proposed public offering to the amount or kind recommended by such managing
underwriter or underwriters before the securities offered by the Purchaser or
any Requesting Securityholder are so reduced.
SECTION 5. Registration Procedures.
(a) General. In connection with the Purchaser's registration
obligations pursuant to Section 3 hereof, the Purchaser will:
(i) prepare and file with the SEC a new Registration
Statement or such amendments and post-effective amendments to an
existing Registration Statement as may be necessary to keep such
Registration Statement effective for the time periods set forth in
Section 3(b); provided, however, that no Registration Statement shall
be required to remain in effect after all Registrable Securities
covered by such Registration Statement have been sold and distributed
as contemplated by such Registration Statement; and, provided, further,
that the Purchaser shall not file any Registration Statement or
amendment thereto or any Prospectus or any supplement thereto (other
than any amendment or supplement made solely as a result of the
incorporation by reference of documents filed with the SEC subsequent
to the filing of such Registration Statement) to which the managing
underwriter or underwriters of the applicable offering or the Holders
of a majority of the Registrable Securities covered by such
Registration Statement shall have reasonably objected in writing to the
effect that such Registration Statement or amendment thereto or
Prospectus or supplement thereto does not comply in all material
respects with the requirements of the Securities Act (provided that the
foregoing shall not limit the right of any Holder whose Registrable
Securities are covered by a Registration Statement promptly to
reasonably object to any particular information that is to be contained
in such Registration Statement, amendment, Prospectus or supplement
that relates specifically to such Holder), and if the Purchaser is
unable to file any such document due to the objections of such or
underwriter or underwriters or such Holders, the Purchaser shall use
its best efforts to cooperate with such underwriter or underwriters and
Holders
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<PAGE> 8
to prepare, as soon as practicable, a document that is responsive in
all material respects to the reasonable objections of such underwriter
or underwriters and Holders; cause the Prospectus to be supplemented by
any required Prospectus supplement, and as so supplemented to be filed
pursuant to Rule 424 under the Securities Act; and comply in all
material respects with the provisions of the Securities Act applicable
to the Purchaser with respect to the disposition of all securities
covered by such Registration Statement during the applicable period in
accordance with the intended method or methods of distribution by the
sellers thereof set forth in such Registration Statement or supplement
to the Prospectus (it being understood that the Purchaser shall not be
deemed to have used its best efforts to keep a Registration Statement
effective during the applicable period if any action is taken by the
Purchaser that would result in Holders of the Registrable Securities
covered thereby not being able to sell such Registrable Securities
during that period unless such action is required under applicable law
or is contemplated under Section 5(c) or 6 hereof);
(ii) notify the selling Holders of Registrable Securities
and the managing underwriter or underwriters promptly (1) when a new
Registration Statement, amendment thereto, Prospectus or any Prospectus
supplement or post-effective amendment has been filed, and, with
respect to any new Registration Statement or post-effective amendment,
when it has become effective, (2) of any request by the SEC for
amendments or supplements to any Registration Statement or Prospectus
or for additional information, (3) of the issuance by the SEC of any
comments with respect to any filing, (4) of any stop order suspending
the effectiveness of any Registration Statement or the initiation or
threatening of any proceedings for such purpose, (5) if at any time the
representations and warranties of the Purchaser contemplated by
paragraph (xi) below cease to be true and correct as of any time they
are required to be true and correct, (6) of any suspension of the
qualification of the Registrable Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for
such purpose, and (7) of the happening of any event which makes any
statement of a material fact made in any Registration Statement,
Prospectus or any document incorporated therein by reference untrue or
which requires the making of any changes in any Registration Statement,
Prospectus or any document incorporated therein by reference in order
to make the statements therein (in the case of any Prospectus, in the
light of the circumstances under which they were made) not misleading;
and make every reasonable effort to obtain as promptly as practicable
the withdrawal of any order or other action suspending the
effectiveness of any Registration Statement or suspending the
qualification or
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<PAGE> 9
registration (or exemption therefrom) of the Registrable Securities
for sale in any jurisdiction;
(iii) if reasonably requested by the managing underwriter
or underwriters or a Holder of Registrable Securities being sold in
connection with an Underwritten Offering, promptly incorporate in a
Prospectus supplement or post-effective amendment such information as
the managing underwriter or underwriters and the Holders of a majority
of the Registrable Securities being sold in such Underwritten Offering
agree should be included therein relating to the sale of the
Registrable Securities, including, without limitation, information with
respect to the aggregate number of shares of Registrable Securities
being sold to the underwriters, the purchase price being paid therefor
by the underwriters and with respect to any other terms of the
Underwritten Offering of the Registrable Securities to be sold in such
offering; and promptly make all required filings of such Prospectus
supplement or post-effective amendment;
(iv) promptly after the filing of any document which is to
be incorporated by reference into a Registration Statement or
Prospectus, provide copies of such document to each selling Holders of
Registrable Securities and the managing underwriter or underwriters;
(v) furnish to each selling Holder of Registrable
Securities and the managing underwriter or underwriters, without
charge, at least one manually signed or "edgarized" copy and as many
conformed copies as may reasonably be requested, of the then effective
Registration Statement and any post-effective amendment thereto, and
one copy of all financial statements and schedules, all documents
incorporated therein by reference and all exhibits thereto (including
those incorporated by reference);
(vi) deliver to each selling Holder of Registrable
Securities and the managing underwriter or underwriters, without
charge, as many copies of the then effective Prospectus (including each
prospectus subject to completion) and any amendments or supplements
thereto as such Persons may reasonably request;
(vii) use reasonable best efforts to register or qualify
or cooperate with the selling Holders of Registrable Securities, the
underwriters and their respective counsel in connection with the
registration or qualification of such Registrable Securities for offer
and sale under the securities or blue sky laws of such jurisdictions as
any selling Holder of Registrable Securities or underwriter reasonably
requests in writing and do any and all other acts or things reasonably
necessary or advisable to enable the disposition in such jurisdictions
of the Registrable
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<PAGE> 10
Securities covered by the then effective Registration Statement;
provided, however, that the Purchaser will not be required to (1)
qualify to do business in any jurisdiction where it would not otherwise
be required to qualify, but for this paragraph (vii), or (2) subject
itself to general taxation in any such jurisdiction;
(viii) cooperate with the selling Holders of Registrable
Securities and the managing underwriter or underwriters to facilitate
the timely preparation and delivery of certificates representing
Registrable Securities to be sold and not bearing any restrictive
legends; and cause such Registrable Securities to be issued in such
denominations and registered in such names as the managing underwriter
or underwriters may request in writing at least two (2) Business Days
prior to any sale of Registrable Securities to the underwriters;
(ix) upon the occurrence of any event contemplated by
clause (7) of Section 5(a)(ii) hereof, promptly prepare a supplement or
post-effective amendment to the Registration Statement or the related
Prospectus or any document incorporated therein by reference or file
any other required document so that, as thereafter delivered to the
purchasers of the Registrable Securities, the Prospectus will not
contain an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading;
(x) cause all Registrable Securities covered by the
Registration Statement to be listed on each securities exchange (or
quotation system operated by a national securities association) on
which identical securities issued by the Purchaser are then listed, and
enter into customary agreements including, if necessary, a listing
application and indemnification agreement in customary form;
(xi) enter into an underwriting agreement and take all
such other actions in connection therewith in order to expedite and
facilitate the disposition of such Registrable Securities, in each case
as the managing underwriter or underwriters determine is reasonable and
customary and, in connection therewith, (1) make such representations
and warranties to the Holders of such Registrable Securities and the
underwriters in form, substance and scope as are customarily made by
issuers to underwriters in secondary underwritten offerings; (2) obtain
opinions of counsel to the Purchaser and updates thereof (which counsel
and opinions (in form, scope and substance) shall be reasonably
satisfactory to the underwriters and the selling Holders of such
Registrable Securities and shall cover the matters customarily covered
in opinions requested in secondary underwritten offerings); (3) obtain
"cold comfort" letters
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<PAGE> 11
and updates thereof from the independent certified public accountants
of the Purchaser addressed to the selling Holders of such Registrable
Securities and the underwriters, such letters to be in customary form
and covering matters of the type customarily covered in "cold comfort"
letters in connection with secondary underwritten offerings; (4) the
underwriting agreement shall set forth in full the indemnification
provisions and procedures of Section 8 hereof with respect to all
parties to be indemnified pursuant to Section 8; and (5) the Purchaser
shall deliver such documents and certificates as may be reasonably
requested by the selling Holders of such Registrable Securities and the
managing underwriter or underwriters to evidence compliance with clause
(1) of this Section 5(a)(xi) and with any customary conditions
contained in the underwriting agreement or other agreement entered into
by the Purchaser in respect of the relevant offering;
(xii) provide a CUSIP number for the Registrable
Securities no later than the effective date of the Registration
Statement;
(xiii) otherwise use its best efforts to comply in all
material respects with all applicable rules and regulations of the SEC
relating to such registration and the distribution of the securities
being offered and make generally available to its securities holders
earnings statements satisfying the provisions of Section 11(a) of the
Securities Act and complying with Rule 158 of the SEC thereunder;
(xiv) cooperate and assist in any filings required to be
made with the National Association of Securities Dealers, Inc.;
(xv) make available for inspection by a representative of
the Holders of the Registrable Securities covered by such Registration
Statement, any managing underwriter or underwriters participating in
any disposition pursuant to such registration and any attorney or
accountant retained by the sellers or such underwriters, all financial
and other records, pertinent corporate documents and properties of the
Purchaser and cause the Purchaser's officers, directors and employees
to supply all information reasonably requested by, and to cooperate
fully with, any such representative, underwriter, attorney or
accountant in connection with such registration, and otherwise to
cooperate fully in connection with any due diligence investigation;
provided that such representatives, underwriters, attorneys or
accountants enter into a confidentiality agreement, in form and
substance reasonably satisfactory to the Purchaser, prior to the
release or disclosure to them of any such information, records or
documents;
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<PAGE> 12
(xvi) subject to the proviso in Section 5(a)(vii) hereof,
cause the Registrable Securities covered by the Registration Statement
to be registered with or approved by such other governmental agencies
or authorities as may be necessary to enable the seller or sellers
thereof or the underwriters, to consummate the disposition of such
Registrable Securities (other than as may be required by the
governmental agencies or authorities of any foreign jurisdiction and
other than as may be required by a law applicable to a selling Holder
by reason of its own activities or business other than the sale of
Registrable Securities); and
(xvii) use its best efforts to take all action reasonably
necessary or advisable to effect such registration in the manner
contemplated by this Undertaking.
(b) The Purchaser may require each seller of Registrable
Securities as to which any registration is being effected to furnish to the
Purchaser such information regarding such seller and the distribution of such
securities as the Purchaser may from time to time reasonably request in writing.
Each Holder of Registrable Securities agrees by its acquisition of such
Registrable Securities that the Purchaser may appoint any managing underwriter
or underwriters for an Underwritten Offering pursuant to Section 3 hereof, which
managing underwriter or underwriters shall be reasonably satisfactory to the
Holders of a majority of Registrable Securities to be included in such
Underwritten Offering.
(c) Each Holder of Registrable Securities agrees by its
acquisition of such Registrable Securities that, upon receipt of any notice from
the Purchaser of the happening of any event of the kind described in Section
5(a)(ii) hereof, such Holder will forthwith discontinue disposition of
Registrable Securities pursuant to the then current Prospectus until (i) such
Holder is advised in writing by the Purchaser that a new Registration Statement
covering the offer of Registrable Securities has become effective under the
Securities Act, (ii) such Holder receives copies of a supplemented or amended
Prospectus contemplated by Section 5(a) hereof, or (iii) such Holder is advised
in writing by the Purchaser that the use of the Prospectus may be resumed. If
the Purchaser shall have given any such notice during a period when a demand
registration pursuant to Section 3 hereof is in effect, the Purchaser shall
extend the period during which such Registration Statement shall be maintained
effective pursuant to this Undertaking by the number of days during which any
such disposition of Registrable Securities is discontinued pursuant to this
Section 5(c). The Purchaser shall use its best efforts to limit the duration of
any discontinuance with respect to the disposition of Registrable Securities
pursuant to this Section 5(c).
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SECTION 6. Material Development Election.
The Purchaser shall be entitled, only on one occasion, for a
period of time not to exceed one hundred and five (105) consecutive days, to
postpone the filing of any Registration Statement otherwise required to be
prepared and filed by it pursuant to Section 3 hereof and/or to request that the
Holders refrain from effecting any public sales or distributions of their
Registrable Securities if the board of directors of the Purchaser determines in
its reasonable business judgment that such registration and/or such public sales
or distributions would interfere in any material respect with any financing,
acquisition, corporate reorganization or other transaction or development
involving the Purchaser or any subsidiary of the Purchaser that in the
reasonable business judgment of such board is a transaction or development that
is or would be material to the Purchaser (a "Material Development Election").
The board of directors of the Purchaser shall, as promptly as practicable, give
the Holders written notice of any such Material Development Election. In the
event of a determination by the board of directors to postpone the filing of a
Registration Statement otherwise required to be filed pursuant to Section 3
hereof, the Purchaser shall be required to file such Registration Statement as
soon as reasonably practicable after the board of directors of the Purchaser
shall determine, in its reasonable business judgment, that the filing of such
Registration Statement and the offering thereunder shall not interfere with the
aforesaid material transaction or development, but in any event no later than
the end of such one hundred and five (105)-day period. In addition, if the board
of directors of the Purchaser has requested that the Holders refrain from making
public sales or distributions of their Registrable Securities, such board shall,
as promptly as practicable following its determination that the Holders may
recommence such public sales and distributions, notify such Holders in writing
of such determination (but in any event no later than the end of such one
hundred and five (105) - day period). In the event the Purchaser shall exercise
a Material Development Election during a period when a Registration Statement
filed pursuant to Section 3 is in effect, the time period specified in Section
3(b) hereof during which such Registration Statement is required to be kept
effective shall be extended by the number of days during which the Holders are
prohibited by the Purchaser from publicly selling or distributing their
securities as a result of such Material Development Election.
SECTION 7. Registration Expenses. All expenses incident to the
Purchaser's performance of or compliance with this Undertaking, including
without limitation all registration and filing fees, fees and expenses of
compliance with securities or blue sky laws (including reasonable fees and
disbursements of counsel in connection with blue sky qualifications or
registrations (or the obtaining of exemptions therefrom) of the Registrable
Securities), the reasonable fees and disbursements of
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one counsel retained by the Holders of Registrable Securities, printing expenses
(including expenses of printing Prospectuses), messenger and delivery expenses,
internal expenses (including all salaries and expenses of its officers and
employees performing legal or accounting duties), fees and disbursements of its
counsel and its independent certified public accountants (including the expenses
of any special audit or "comfort" letters required by or incident to such
performance or compliance), securities acts liability insurance (if the
Purchaser elects to obtain such insurance), fees and expenses of any special
experts retained by the Purchaser in connection with any registration hereunder
and the fees and expenses of any other Person retained by the Purchaser (all
such fees and expenses being referred to as "Registration Expenses"), shall be
borne by the Purchaser, whether or not any Registration Statement becomes
effective; provided, however, that Registration Expenses shall not include any
underwriting discounts, commissions or fees attributable to the sale of the
Registrable Securities.
SECTION 8. Indemnification.
(a) Indemnification by the Purchaser. The Purchaser agrees to
indemnify and hold harmless, to the full extent permitted by law, but without
duplication, each Holder of Registrable Securities, its officers, directors,
employees, partners, principals, equity holders, managed or advised accounts,
advisors and agents, and each Person who controls such Holder (within the
meaning of the Securities Act), against all losses, claims, damages, liabilities
and expenses (including reasonable costs of investigation and reasonable legal
fees and expenses) resulting from any untrue statement of a material fact in, or
any omission of a material fact required to be stated in, any Registration
Statement or in any preliminary or final Prospectus, or any amendment or
supplement thereto, or necessary to make the statements therein (in the case of
a Prospectus in light of the circumstances under which they were made) not
misleading, except insofar as the same are caused by or contained in any
information furnished in writing to the Purchaser by any Holder or any
underwriter expressly for use therein. The Purchaser will also indemnify
underwriters participating in the distribution, their officers, directors,
employees, partners and agents, and each Person who controls such underwriters
(within the meaning of the Securities Act), to the same extent as provided above
with respect to the indemnification of the Holders of Registrable Securities, if
so requested, provided that such underwriters indemnify the Purchaser, its
officers, directors, shareholders, employees, advisors and agents, and each
Person that controls the Purchaser, to the same extent as provided in Section
8(b) hereof. Notwithstanding the foregoing, the Purchaser shall not indemnify
any of the foregoing Persons if the Person asserting any such losses, claims,
damages, liabilities or expenses purchased Registrable Securities which are the
subject thereof from any underwriter and if such Person was not sent or given a
copy of the final Prospectus at or prior to the
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<PAGE> 15
confirmation of the sale of such Registrable Securities to such Person in any
case where such sending or giving is required by the Securities Act and the
statement or omission of a material fact contained in any preliminary Prospectus
was corrected in the final Prospectus.
(b) Indemnification by Holders of Registrable Securities. In
connection with any Registration Statement covering Registrable Securities of a
Holder, each such Holder will furnish to the Purchaser in writing such
information as the Purchaser reasonably requests for use in connection with any
such Registration Statement or Prospectus and agrees to indemnify and hold
harmless, to the full extent permitted by law, but without duplication, the
Purchaser, its officers, directors, shareholders, employees, advisors and
agents, and each Person who controls the Purchaser (within the meaning of the
Securities Act), against any losses, claims, damages, liabilities and expenses
resulting from any untrue statement of a material fact in, or any omission of a
material fact required to be stated in, the Registration Statement or in any
preliminary or final Prospectus, or any amendment or supplement thereto, or
necessary to make the statements therein (in the case of a Prospectus in light
of the circumstances under which they were made) not misleading, to the extent,
but only to the extent, that such untrue statement or omission is contained in
any information so furnished in writing by such Holder to the Purchaser
specifically for inclusion therein. In no event shall the liability of any
selling Holder of Registrable Securities hereunder be greater in amount than the
dollar amount of the net proceeds received by such Holder upon the sale of the
Registrable Securities giving rise to such indemnification obligation. The
Purchaser and the other Persons described above shall be entitled to receive
indemnities from underwriters participating in the distribution, to the same
extent as provided above, with respect to information so furnished in writing by
such underwriters specifically for inclusion in any Registration Statement or in
any preliminary or final Prospectus, or any amendment or supplement thereto.
(c) Conduct of Indemnification Proceedings. Any Person
entitled to indemnification hereunder will (i) give prompt notice to the
indemnifying party of any claim with respect to which it seeks indemnification,
and (ii) permit such indemnifying party to assume the defense of such claim with
counsel reasonably satisfactory to the indemnified party; provided, however,
that any Person entitled to indemnification hereunder shall have the right to
employ separate counsel and to participate in, but not control, the defense of
such claim, but the fees and expenses of such counsel shall be at the expense of
such indemnified Person, unless (A) the indemnifying party has agreed to pay
such fees or expenses, (B) the indemnifying party shall have failed to assume
the defense of such claim and employ counsel reasonably satisfactory to the
indemnified party in a timely manner, or (C) in the reasonable judgment of any
such Person, based upon written advice of its counsel, a conflict of interest
may exist between
-14-
<PAGE> 16
such Person and the indemnifying party with respect to such claims (in which
case, if the Person notifies the indemnifying party in writing that such Person
elects to employ separate counsel at the expense of the indemnifying party, the
indemnifying party shall not have the right to assume the defense of any such
claim as to which such conflict of interest may exist). The indemnifying party
will not be subject to any liability for any settlement made without its
consent. No indemnified party will be required to consent to the entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability in respect of such claim or litigation. An
indemnifying party who is not entitled to, or elects not to, assume the defense
of the claim will not be obligated to pay the fees and expenses of more than one
counsel for all parties indemnified by such indemnifying party with respect to
such claim, as well as one local counsel in each relevant jurisdiction.
(d) Contribution. If for any reason the indemnification
provided for in Section 8(a) or 8(b) hereof is unavailable to an indemnified
party or insufficient to hold it harmless as contemplated by Sections 8(a) and
8(b) hereof, then the indemnifying party shall contribute to the amount paid or
payable by the indemnified party as a result of such loss, claim, damage,
liability or expense in such proportion as is appropriate to reflect not only
the relative benefits received by the indemnifying party and the indemnified
party, but also the relative fault of the indemnifying party and the indemnified
party, as well as any other relevant equitable considerations, provided,
however, that no indemnifying Holder shall be required to contribute an amount
greater than the dollar amount of the net proceeds received by such indemnifying
Holder with respect to the sale of the Registrable Securities giving rise to
such indemnification obligation. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentations.
SECTION 9. Rule 144. The Purchaser shall use its reasonable
best efforts to make publicly available and available to the Holders, pursuant
to Rule 144, such information as is necessary to enable the Holders to make
sales of Registrable Securities pursuant to that Rule. The Purchaser shall use
its reasonable best efforts to file timely with the SEC all documents and
reports required of the Purchaser under the Exchange Act. The Purchaser shall
furnish to any Holder, upon request, a written statement executed on behalf of
the Purchaser as to the then status of its compliance with the current public
information requirements of Rule 144.
SECTION 10. No Inconsistent Undertakings. The Purchaser has
not previously and shall not in the future enter
-15-
<PAGE> 17
into any agreement, arrangement or understanding with respect to its securities
which is inconsistent with the rights granted to the Holders of Registrable
Securities in this Undertaking.
SECTION 11. Amendments and Waivers. The provisions of this
Undertaking, including the provisions of this Section 11, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Purchaser has obtained the
written consent of Holders of a majority of the Registrable Securities then
outstanding. Whenever the consent or approval of Holders of a specified number
of Registrable Securities is required hereunder, Registrable Securities held by
the Purchaser or any of its controlled Affiliates shall not be counted in
determining whether such consent or approval was given by the Holders of such
required number.
SECTION 12. Specific Performance. The Purchaser acknowledges
and agrees that the Holders would be damaged irreparably in the event any of the
covenants contained in this Undertaking are not performed in accordance with
their specific terms or otherwise are breached. Accordingly, the Purchaser
agrees that the Holders shall be entitled to an injunction or injunctions to
prevent breaches of the covenants contained in this Undertaking and to enforce
specifically this Undertaking and the covenants contained herein, in addition to
any other remedy to which the Holders may be entitled at law or in equity,
without proving damages or that monetary damages would not be an adequate remedy
for such breach. The remedies provided for or permitted by this Undertaking
shall be cumulative and the exercise by any Holder of any remedy provided for
herein or available hereunder shall not preclude the assertion or exercise by
such Holder of any other right or remedy provided for herein or available
hereunder.
SECTION 13. Notices. All notices and other communications
provided for or permitted hereunder shall be made in writing by hand-delivery,
registered first-class mail, telecopier, or air-courier guaranteeing overnight
delivery:
(a) If to a Holder of Registrable Securities, at the most
current address for such Holder, as it appears on the books of the
Purchaser; and
(b) If to the Purchaser, initially at 8180 Greensboro
Drive, McLean, Virginia 22102 attention: Chief Financial Officer,
telecopier no. 703-442-9624 (with a copy at the same address to the
attention of General Counsel) and thereafter at such other address (or
to such other Person's attention) as may be designated from time to
time by notice given in accordance with the provisions of this Section
13.
All such notices and other communications shall be deemed to
have been delivered and received (i) in the case of
-16-
<PAGE> 18
personal delivery or telecopier, on the date of such delivery, (ii) in the case
of air courier, on the Business Day after the date when sent, and (iii) in the
case of mailing, on the third Business Day following such mailing.
SECTION 14. Successors and Assigns. This Undertaking shall be
binding on the Purchaser and its successors and assigns and shall inure to the
benefit of the Holders of Registrable Securities listed on Schedule I hereto and
their respective successors and permitted assigns. No such Holder may assign any
of its rights under this Undertaking, except by operation of the laws of descent
or to a spouse, child or trust for the benefit of a spouse or minor child to
whom such Holder transfers Registrable Securities.
SECTION 15. Headings. The headings in this Undertaking are
inserted for convenience only and shall not constitute a part hereof.
SECTION 16. Governing Law. THIS UNDERTAKING SHALL BE GOVERNED
BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE APPLICABLE TO CONTRACTS MADE AND TO BE ENTIRELY PERFORMED THEREIN.
SECTION 17. Entire Undertaking. This Undertaking (including
the Schedule hereto), together with any other documents and certificates
delivered hereunder and the Merger Agreement, state the entire agreement of the
Purchaser with respect to the subject matter hereof, merge all prior
negotiations, agreements and understandings, if any, and state in full all
representations, warranties and agreements which have induced this Undertaking.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
-17-
<PAGE> 19
IN WITNESS WHEREOF, the Purchaser has duly executed and
delivered this Undertaking as of the date first written above.
LCI INTERNATIONAL, INC.
Attest By: /s/ Thomas J. Wynne
--------------------------- ----------------------------
Secretary Name: Thomas J. Wynne
Title: President
-18-
<PAGE> 20
AMENDMENT TO
REGISTRATION RIGHTS UNDERTAKING
AMENDMENT (the "Amendment"), dated October 7, 1996, by and among LCI
International, Inc., a Delaware corporation (the "Purchaser") and the other
signatories set forth on the signature pages hereto (the "Majority Holders"), to
that certain Registration Rights Undertaking made and entered into as of
September 18, 1995 (the "Undertaking"), by the Purchaser for the benefit of the
former shareholders and warrant holders of Corporate Telemanagement Group, Inc.,
a South Carolina corporation, listed on Schedule I thereto.
WHEREAS, the Purchaser desires to amend the Undertaking as set forth
in this Amendment;
WHEREAS, pursuant to Section 11 of the Undertaking (entitled
"Amendments and Waivers"), the provisions of the Undertaking may not be amended
unless the Purchaser has obtained the written consent of Holders (as defined in
the Undertaking) owning a majority of the Registrable Securities (as defined in
the Undertaking) currently outstanding; and
WHEREAS, the Majority Holders collectively own a majority of the
Registrable Securities currently outstanding.
NOW, THEREFORE, in consideration of the premises and mutual
covenants and obligations hereinafter set forth, the parties, intending legally
to be bound, hereby agree as follows:
1. Definitions. Each capitalized term used herein and not otherwise
defined herein shall have the meaning ascribed to such term in the
Undertaking.
2. Amendment to Undertaking. Section 3(a) of the Undertaking (entitled
"Demand") is hereby amended by deleting the following sentence from
the first paragraph of Section 3(a):
"No such request may be made earlier than thirteen (13) or later
than nineteen (19) months after the Merger is effected, unless there
has been a Change-in-Control of Purchaser, in which case, such
request may be made at any time that is more than one (1) month
after such Change-in-Control is effected."
as it now exists and inserting in lieu thereof the following new
sentence:
"No such request may be made earlier than October 9, 1996 or later
than nineteen (19) months after the Merger is effected, unless there
has been a Change-in-Control of Purchaser, in which case, such
request may be made
<PAGE> 21
at any time that is more than one (1) month after such Change-in
Control is effected."
3. Consent. The Majority Holders hereby consent to the amendment to the
Undertaking set forth in paragraph 2 above.
4. Representation and Warranty. Each person executing this Amendment as
a Majority Holder represents and warrants that he is a Holder (as
defined in the Undertaking) of that number of shares of Registrable
Securities as set forth herein by such Majority Holder.
5. Full Force and Effect. Except as specifically amended by this
Amendment, the provisions of the Undertaking remain in full force
and effect.
6. Counterparts: This Amendment may be executed by the parties hereto
in any number of separate counterparts, each of which shall be an
original, and all of which taken together shall be deemed to
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.
LCI INTERNATIONAL, INC.
By /s/ John C. Taylor
----------------------------------
(Signature)
John C. Taylor, Vice President
- ------------------------------------
(Print Name & Title)
MAJORITY HOLDERS
By /s/ John A. Kuang, Pres.
----------------------------------
(Signature)
Belk Simpson
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 64,623
------
2
<PAGE> 22
By /s/ Ivan E. Block
----------------------------------
(Signature)
Ivan E. Block
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 54,887
------
By /s/ J. T. Carneal
----------------------------------
(Signature)
J.T. Carneal
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 34,304
------
By /s/ Holly B. Neuffer
- ------------------------------------
(Signature)
Carolina First CTG 401 (K), Holly Neuffer - Trust Officer
- ----------------------------------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 23,056
------
By /s/ Richard Casebere
----------------------------------
(Signature)
Richard Casebere
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 57,439
------
By /s/ Elizabeth M. Cobb
----------------------------------
(Signature)
Elizabeth M. Cobb
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 34,304
------
3
<PAGE> 23
<TABLE>
<S> <C>
By /s/ Robert M. Biringer By /s/ Joseph P. Longosz
---------------------------------- ----------------------------------
(Signature) (Signature)
Robert M. Biringer, EVP Creditanstalt Corporate Finance, Inc. Joseph P. Longosz, VP
- ------------------------------------ ------------------------------------
(Print Name & Title) Creditanstalt Corporate Finance, Inc.
------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 176,455
-------
</TABLE>
By /s/ Leighton M. Cubbage
----------------------------------
(Signature)
Leighton M. Cubbage
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 314,830
-------
By /s/ Leighton M. Cubbage
----------------------------------
(Signature)
Cubbage Charitable Trust - Leighton Cubbage, Trustee
- -----------------------------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 274,436
-------
By /s/ Richard H. Eskedor, Jr.
----------------------------------
(Signature)
Richard H. Eskedor, Jr.
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 114,834
-------
By /s/ Richard H. Eskedor, Jr.
----------------------------------
(Signature)
Carolina First Escrow - Eskedor
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 114,833
-------
4
<PAGE> 24
By /s/ Carolyn R. Freeman
----------------------------------
(Signature)
Carolyn Freeman
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 6,929
-----
By /s/ Carol C. Graham
----------------------------------
(Signature)
Carol C. Graham-IRA
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 9,468
-----
By /s/ Matthew Graham,
----------------------------------
(Signature)
Matthew Graham-IRA
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 8,507
-----
By /s/ Douglas T. Hamer
----------------------------------
(Signature)
Douglas T. Hamer
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 14,956
------
By /s/ Michele G. Hassold
----------------------------------
(Signature)
Michele G. Hassold
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 29,364
------
5
<PAGE> 25
By /s/ Walter N. Hogan
----------------------------------
(Signature)
Walter N. Hogan
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 137,218
-------
By /s/ Thomas E. Houlihan
----------------------------------
(Signature)
Thomas E. Houlihan
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 10,195
------
By /s/ Charles S. Houser
----------------------------------
(Signature)
Charles S. Houser
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 364,210
-------
By /s/ Janie P. Houser
----------------------------------
(Signature)
Janie P. Houser
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 30,685
------
By /s/ Janie P. Houser
----------------------------------
(Signature)
Janie P. Houser TTEE
- ------------------------------------
Charles & Janie Houser Charitable Remainder Unitrust
- ----------------------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 87,218
------
6
<PAGE> 26
By /s/ Benjamin G. Team
----------------------------------
(Signature)
Benjamin G. Team,
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 21,680
------
By /s/ Charles S. Houser
----------------------------------
(Signature)
Charles S. Houser, IRA
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 17,838
------
By /s/ Janie P. Houser
----------------------------------
(Signature)
Janie P. Houser, Custodian for Charles L. Houser Under SCUGMA
- --------------------------------------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 8,916
-----
By /s/ Janie P. Houser
----------------------------------
(Signature)
Janie P. Houser, Custodian for Jennifer L. Houser Under SCUGMA
- ----------------------------------------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 11,663
------
By /s/ Shaler P. Houser
----------------------------------
(Signature)
Shaler P. Houser
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 21,200
------
7
<PAGE> 27
By /s/ David K. Hudson
----------------------------------
(Signature)
David K. Hudson
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 118,726
-------
By /s/ Lucy S. Kuhne
----------------------------------
(Signature)
Lucy S. Kuhne
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 34,887
------
By /s/ Jo Ann C. Langston
----------------------------------
(Signature)
Jo Ann C. Langston
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 13,721
------
By /s/ Jo Ann C. Langston
----------------------------------
(Signature)
Jo Ann C. Langston, IRA
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 33,673
------
<TABLE>
<S> <C>
By /s/ Jo Ann C. Langston, Trustee
----------------------------------
(Signature)
Jo Ann C. Langston, Langston Charitable Trust - Jo Ann C. Langston, Trustee
- ----------------------------------------------------------------------------------
(Print Name & Title)
</TABLE>
Number of Registrable Securities owned: 13,721
8
<PAGE> 28
By /s/ Linda R. Lewis
----------------------------------
(Signature)
Linda Lewis
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 28,678
------
By /s/ Thomas E. Lide, III
----------------------------------
(Signature)
Thomas E. Lide III
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 1,716
-----
By /s/ Thomas L. McAbee .
----------------------------------
(Signature)
Thomas L. McAbee
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 63,723
------
By /s/ June H. McAbee
----------------------------------
(Signature)
June H. McAbee
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 51,593
------
By /s/ Thomas L. McAbee, Jr.
----------------------------------
(Signature)
Thomas L. McAbee, Jr.
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 34,304
------
9
<PAGE> 29
By /s/ Randy McDougald
----------------------------------
(Signature)
Randy McDougald
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 22,572
------
By /s/ Catherine McDowell
----------------------------------
(Signature)
Catherine McDowell
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 33,047
------
By /s/ James G. Ness
----------------------------------
(Signature)
James G. Ness
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 68,609
------
By /s/ James G. Ness
----------------------------------
(Signature)
James G. Ness Profit Sharing-PSP-James G. Ness
- ----------------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 10,977
------
By /s/ Thomas J. Nuckolls III
----------------------------------
(Signature)
Thomas J. Nuckolls III
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 23,670
------
10
<PAGE> 30
By /s/ Yvonne V. Nuckolls
----------------------------------
(Signature)
Yvonne V. Nuckolls
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 16,466
------
By [Signature Illegible]
----------------------------------
(Signature)
Palmetto Seed Capital
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 223,942
-------
By /s/ David C. Poole
----------------------------------
(Signature)
David C. Poole
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 54,887
------
By /s/ Lee Powell
----------------------------------
(Signature)
Lee/Bonnie Powell
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 13,721
------
By /s/ Russell W. Powell
----------------------------------
(Signature)
Russell W. Powell
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 10,497
------
11
<PAGE> 31
By /s/ F.W. Robinson
----------------------------------
(Signature)
Frank W. Robinson
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 89,818
------
By /s/ Marjorie S. Robinson
----------------------------------
(Signature)
Marjorie Robinson
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 139,210
-------
By
----------------------------------
(Signature)
Bradley R. Robinson Trust
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 500
---
By
----------------------------------
(Signature)
David S. Robinson Trust
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 1,000
-----
By
----------------------------------
(Signature)
Joseph B. Wittman, Trust
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 500
---
12
<PAGE> 32
By
----------------------------------
(Signature)
Lisa R. Wittman, Trust
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 1,000
-----
By /s/ Charles B. Shelton, Managing Director
---------------------------------------------
(Signature)
Robinson-Humphrey
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 20,543
------
By /s/ Linda J. Rogers
----------------------------------
(Signature)
Linda J. Rogers
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 27,443
------
By /s/ William M. Rogers
----------------------------------
(Signature)
William M. Rogers
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 381,466
-------
13
<PAGE> 33
By /s/ Barney R. Shorter
----------------------------------
(Signature)
Barney R. Shorter
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 54,371
------
By /s/ Judith Slaughter
----------------------------------
(Signature)
Judith Slaughter
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 26,441
------
By /s/ Rebecca Stringer
----------------------------------
(Signature)
Rebecca Stringer
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 43,451
------
By /s/ Eddie Terrell
----------------------------------
(Signature)
Eddie Terrell
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 61,296
------
By /s/ John Rowe Wehlitz
----------------------------------
(Signature)
John Rowe Wehlitz
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 24,174
------
14
<PAGE> 34
By /s/ Chester F. Zoeller
----------------------------------
(Signature)
Chester F. Zoeller, Jr.
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 61,834
------
By /s/ Chester F. Zoeller
----------------------------------
(Signature)
Carolina First Escrow - Zoeller
- ------------------------------------
(Print Name & Title)
Number of Registrable Securities owned: 61,833
------
15
<PAGE> 1
Exhibit 15
LETTER REGARDING UNAUDITED INTERIM FINANCIAL INFORMATION
To LCI International, Inc.:
We are aware that LCI International, Inc. has incorporated by reference in this
Registration Statement its Form 10-Q for the quarters ending March 31, 1996,
and June 30, 1996, which includes our reports dated April 24, 1996 and
July 24, 1996, respectively, covering the unaudited interim financial
information contained therein. Pursuant to Regulation C of the Securities
Act of 1933, those reports are not considered a part of the registration
statement prepared or certified by our firm or reports prepared or certified
by our firm within the meaning of Sections 7 and 11 of the Act.
ARTHUR ANDERSEN LLP
Washington, D.C.,
November 26, 1996
<PAGE> 1
Exhibit 23(a)
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 March 7, 1996
included or incorporated by reference in LCI International, Inc.'s Form 10-K for
the year ended December 31, 1995 and to all references to our Firm included in
this registration statement.
ARTHUR ANDERSEN LLP
Washington, D.C.,
November 26, 1996
<PAGE> 1
Exhibit 23(c)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors and Stockholders
LCI International, Inc.
We consent to the reference to our firm under the heading "Experts" and the
incorporation by reference in the registration statement No. 333-15623 on Form
S-3 of LCI International, Inc. of our report dated March 24, 1995, with respect
to the consolidated balance sheets of Corporate Telemanagement Group, Inc. and
subsidiaries as of December 31, 1994 and 1993, and the related consolidated
statements of income, stockholders' equity, and cash flows for the years then
ended, which report appears in the Form 8-K/A of LCI International, Inc. dated
August 22, 1995.
As discussed in note 1(j) to the consolidated financial statements, Corporate
Telemanagement Group, Inc. restated its 1993 financial statements.
KPMG Peat Marwick LLP
Greenville, South Carolina
November 26, 1996
<PAGE> 1
Exhibit 23(d)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 dated November 27, 1996 of our report dated March 30,
1995, relating to the financial statements of Teledial America, Inc. (d.b.a. US
Signal Corporation) appearing in Form 8-K of LCI International, Inc. dated
December 17, 1995.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
BDO Seidman, LLP
Grand Rapids, Michigan
November 26, 1996
