Filed Pursuant to Rule 424(b)(3)
Registration No. 33-53238
The following should be attached to the Proxy
Statement-Prospectus dated May 5, 1994 and should be read in
conjunction with the information contained therein.
ARVIG TELCOM, INC.
Addendum to Proxy Statement - Prospectus
Dated May 5, 1994
To the Shareholders of
Arvig Telcom, Inc.:
On April 26, 1994, you were notified of a Special
Meeting of the Shareholders of Arvig Telcom, Inc., a Minnesota
corporation ("Arvig"), to be held on Saturday, June 4, 1994 at
10:00 a.m. at Breezy Point Resort, Breezy Point, Minnesota
56472. This is to advise you of a revision solely for the
purpose of clarifying Proposal 2 slated to be considered and
voted upon at the meeting. Proposal 2 should read as follows:
To issue immediately prior to the
consummation of the Merger (i) 389
shares of Class B Nonvoting Common
Stock, $1.00 par value, of Arvig ("Arvig
Nonvoting Stock") to certain
shareholders of Arvig who were the
holders of Arvig Nonvoting Stock
previously redeemed by Arvig, and (ii)
651 shares of Arvig Nonvoting Stock to
Gilroy Arvig, as additional compensation
in recognition of the valuable service
that he has rendered to Arvig for more
than forty years; provided, however,
that such shares shall be issued only in
the event the transactions contemplated
by the Merger Agreement are consummated.
Approval of the proposal to issue additional shares
of Arvig Nonvoting Stock will require the affirmative vote of
the holders of three-fourths (75%) of the outstanding Arvig
Voting Stock.
By order of the Board of Directors
Marlene A. Moser
Secretary
May 25, 1994
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