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Technology Stocks : Lance B's : Its A Beautiful Thing -- Ignore unavailable to you. Want to Upgrade?

To: Tom Allinder who wrote (2781)	1/12/2000 6:27:00 PM
From: chapin	Read Replies (1) \| Respond to of 4792

LOL, Ok Tom, when is Dinner ! EOM Mitch

To: Tom Allinder who wrote (2781)	1/12/2000 6:55:00 PM
From: LANCE B	Read Replies (2) \| Respond to of 4792

USDI- GOING TO FIND OUT IF THIS NEWS IS SUPPOSE TO BE BIG...LOOKS GOOD READING IT AGAIN.. USDI/Telcam Sign Merger Agreement; Preliminary Proxy Statement Filed WASHINGTON, Dec. 29 /PRNewswire/ -- Robert J. Wussler, Chairman of the Board of U.S. Digital Communications, Inc. (OTC Bulletin Board: USDI) announced today that the Company, after a unanimous vote by its Board of Directors, has signed a definitive merger agreement with Telcam, Telecommunications Company of the Americas, Inc. of Houston, Texas. Under the terms of the agreement, which is subject to shareholder approval and certain other conditions, Telcam's shareholders will own not less than 51% of USDI's common stock upon consummation of the merger. In addition, Mr. Wussler noted that earlier today, the Company had filed its preliminary proxy statement relating to the merger and its Form 10-Q for the quarter ended September 30, 1999 with the Securities and Exchange Commission. "With the unanimous approval of USDI's and Telcam's Boards of the merger agreement and the filing of our preliminary proxy statement for SEC review, we are significantly closer to our goal of completing a merger of the two companies, which we believe is in the best interests of both companies and their shareholders," stated Mr. Wussler. Telcam CEO Gregory J. Hahn added that "Thanks to hard work from the directors, officers, and employees of both organizations, the merger is on track and we are looking forward to a bright future for the combined entity." This press release contains forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those contemplated herein, including the occurrence of unanticipated events or circumstances relating to the fact that USDI is in a highly competitive industry subject to rapid technological, product, and price changes. Other factors include ongoing liquidity and cash needs, the difficulties inherent in combining two organizations and consummating the Merger, the possibility that demand for the Company's products may not occur or continue at sufficient levels, changing global economic and competitive conditions, technological and other risks, costs and delays associated with the start-up and operation of major capital projects and corporate restructurings, changing governmental regulations, and other risks and uncertainties, including those detailed in the Company's proxy statement and other filings with the Securities and Exchange Commission. USDI undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. SOURCE U.S. Digital Communications, Inc. CO: U.S. Digital Communications, Inc.; Telcam, Telecommunications Company of the Americas, Inc. ST: District of Columbia, Texas IN: CPR SU: TNM