FILED PURSUANT TO RULE 424(B)(3)
REGISTRATION NO. 333-37377
PROSPECTUS SUPPLEMENT
(To Joint Proxy Statement/Prospectus dated November 7, 1997)
104,163 SHARES
LCI INTERNATIONAL, INC.
COMMON STOCK
This Prospectus Supplement is a part of, and should be read in
conjunction with, the Joint Proxy Statement/Prospectus of LCI International,
Inc. ("LCI") dated November 7, 1997 (the "Prospectus"). Capitalized terms not
otherwise defined in this Prospectus Supplement shall have the meanings set
forth for such terms in the Prospectus.
The Registration Statement of which the Prospectus forms a part covers
an aggregate of 16,515,025 shares of LCI Common Stock, including up to 104,163
shares of LCI Common Stock that may be issued upon the exercise of USLD Warrants
to purchase 112,499 shares of USLD Common Stock (assuming an Exchange Ratio of
.9259, the highest Exchange Ratio provided for in the Merger Agreement, except
for any ratio agreed to by LCI in order to prevent termination of the Merger
Agreement). In the event that such USLD Warrants are exercised prior to the
Effective Time, the holders of such USLD Warrants will receive shares of USLD
Common Stock prior to the Effective Time and the holders of such shares of USLD
Common Stock at the Effective Time will receive shares of LCI Common Stock in
the form of Merger Consideration in accordance with the terms of the Merger
Agreement. In the event that the USLD Warrants are not exercised prior to the
Effective Time, the USLD Warrants will be assumed by LCI and constitute warrants
to purchase shares of LCI Common Stock ("Assumed Warrants"), as set forth in the
Prospectus and the Merger Agreement. In such case, upon proper exercise of the
Assumed Warrants, LCI shall issue such number of the shares of LCI Common Stock
to the holders of such Assumed Warrants as is required pursuant to the terms of
the Merger Agreement.
This Prospectus Supplement covers up to 104,163 shares of LCI Common
Stock that may be issued upon the exercise of Assumed Warrants after the
Effective Time and on or prior to January 16, 1998. No shares of LCI Common
Stock may be issued pursuant to this Prospectus Supplement with respect to the
exercise of any Assumed Warrants after January 16, 1998. The Company may receive
up to $3.50 per share of LCI Common Stock in connection with the exercise of
Assumed Warrants. The Prospectus, together with this Prospectus Supplement,
constitutes the prospectus required to be delivered by Section 5(b) of the
Securities Act with respect to the shares of LCI Common Stock issuable upon
exercise of the Assumed Warrants.
In addition to the documents incorporated by reference in the
Prospectus, LCI is incorporating by reference into this Prospectus Supplement
any additional documents that it files with the Commission during the period
from the date of the Special Meetings to and including January 16, 1998.
SEE "CERTAIN CONSIDERATIONS" BEGINNING ON PAGE 12 OF THE PROSPECTUS FOR
A DISCUSSION OF CERTAIN MATTERS TO BE CONSIDERED BY HOLDERS OF ASSUMED WARRANTS.
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.
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The date of this Prospectus Supplement is December 12, 1997
