UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
[x] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 1997
or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ___________to ________
Commission file number 0-21602
LCI INTERNATIONAL, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3498232
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
8180 Greensboro Drive, Suite 800
McLean, Virginia 22102
- ---------------- -----
(Address of principal executive offices) (Zip Code)
(703) 442-0220
----------------------------------------------------
(Registrant's telephone number, including area code)
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No ____
As of April 30, 1997, there were 78,022,225 shares of LCI International, Inc.
Common Stock (par value $.01 per share) outstanding.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits: The exhibits filed as part of this report are set forth in the
Index of Exhibits on page 4 of this report.
(b) Reports on Form 8-K: On January 22, 1997, the Company filed a report on
Form 8-K to announce its Rights Agreement.
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LCI INTERNATIONAL, INC.
DATE: June 17, 1997 By: /s/ Lee M. Weiner
-------------- -----------------
Lee M. Weiner
Vice President and General Counsel
3
EXHIBIT INDEX
The following Exhibits are included in this Quarterly Report on Form 10-Q:
Exhibit Exhibit
Number Description
3(i)(a) Amended and Restated Certificate of Incorporation. 1
3(i)(c) Certificate of Designation, Preferences and Rights of Junior
Participating Preferred Stock.
3(ii) Amended and Restated By-laws. 2
4(h) Rights Agreement, dated as of January 22, 1997 between LCI
International, Inc. and Fifth Third Bank, as Rights Agent 3
11 Statement Regarding Computation of Per Share Earnings 4
27 Financial Data Schedule 4
- ----------
1 Incorporated by reference from the Company's Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 1996.
2 Incorporated by reference from the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996.
3 Incorporated by reference from the Company's Current Report on Form 8-K,
dated January 22, 1997.
4 Incorporated by reference from the Company's Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 1997.
4