IXC COMMUNICATIONS INC
8-A12G, 1996-06-04
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>   1
                                   FORM 8-A

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934



                            IXC COMMUNICATIONS, INC.
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


              Delaware                                      74-2644120
- --------------------------------------------------------------------------------
(State of incorporation or organization)    (I.R.S. Employer Identification No.)


       5000 Plaza on the Lake
             Suite 200
           Austin, Texas                                  78746-1050
- --------------------------------------------------------------------------------
(Address of principal executive offices)                  (Zip Code)


      Securities to be registered pursuant to Section 12(b) of the Act:


          Title of each class               Name of each exchange on 
          to be so registered             each class is to be registered
          -------------------             ------------------------------
                 N/A                                   N/A


         If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. [ ]

         If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant to
General Instruction A.(c)(2), please check the following box. [ ]

       Securities to be registered pursuant to Section 12(g) of the Act:


                     Common Stock, par value $.01 per share
- -------------------------------------------------------------------------------
                                (Title of Class)




                        Exhibit Index Appears at Page 4.
                               Page 1 of 4 Pages.



<PAGE>   2
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


Item 1.          Description of Registrant's Securities to be Registered.
                 --------------------------------------------------------

         The description of the Registrant's Common Stock, par value $.01 per
share, contained on page 55 of the Prospectus which forms a part of the
Registrant's Registration Statement on Form S-1 which was filed with the
Securities and Exchange Commission (the "Commission") on May 20, 1996 (File No.
333-4061) under the caption "Description of Capital Stock," is incorporated
herein by this reference.


Item 2.          Exhibits.
                 ---------
                 
         The following Exhibits are filed as a part of this Registration
Statement:

         1.      Registrant's Registration Statement on Form S-1, filed with
                 the Commission on May 20, 1996 (File No. 333-4061)
                 (incorporated herein by reference).

         2.      Restated Certificate of Incorporation of the Registrant, as
                 amended.*

         3.      Bylaws of the Registrant (filed as Exhibit 3.2 in the
                 Registrant's Registration Statement Form S-1, filed with the
                 Commission on May 20, 1996 (File No. 333-04061) which
                 incorporates by reference Exhibit 3.2 to the Registrant's
                 Registration Statement on Form S-4, filed with the Commission
                 on April 1, 1996 (File No. 333-2936), and incorporated herein
                 by this reference).

         4.      Registration Rights Agreement dated as of August 6, 1992 by
                 and among Telcom Services Group, Inc., predecessor in interest
                 to IXC Communications, Inc. *

         5.      Form of IXC Communications, Inc. Restricted Stock Agreement
                 (filed as Exhibit 10.5 in the Registrant's Registration
                 Statement Form S-1, filed with the Commission on May 20, 1996
                 (File No. 333-04061) which incorporates by reference Exhibit
                 10.5 to the Registrant's Registration Statement on Form S-4,
                 filed with the Commission on April 1, 1996 (File No. 
                 333-2936), and incorporated herein by reference).

         6.      Form of IXC Communications, Inc. Restricted Stock Agreement
                 (filed as Exhibit 10.6 in the Registrant's Registration
                 Statement Form S-1, filed with the Commission on May 20, 1996
                 (File No. 333-04061) which incorporates by reference Exhibit
                 10.6 to the Registrant's Registration Statement on Form S-4,
                 filed with the Commission on April 1, 1996 (File No.
                 333-2936), and incorporated herein by reference).

         7.      Specimen of certificate evidencing the Registrant's Common
                 Stock, par value $.01 per share, registered hereunder.*

- ---------------

* To be filed by amendment.




                                     -2-



<PAGE>   3
                                   SIGNATURE

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.



                                  IXC COMMUNICATIONS, INC.



Date:    May 31, 1996             By:  /s/ JOHN J. WILLINGHAM             
                                       ---------------------------------------
                                       John J. Willingham
                                       Senior Vice President, Chief Financial 
                                       Officer and Secretary




                                     - 3 -


<PAGE>   4
                                 EXHIBIT INDEX



<TABLE>
<CAPTION>

  Exhibit Number                                                                                              Page Number
  --------------                                                                                              -----------
     <S>          <C>
     1            Registrant's Registration Statement on Form S-1, filed with the 
                  Commission on May 20, 1996 (File No. 333-4061) (incorporated herein 
                  by reference).

     2            Restated Certificate of Incorporation of the Registrant, as amended.*

     3            Bylaws of the Registrant (filed as Exhibit 3.2 in the Registrant's 
                  Registration Statement Form S-1, filed with the Commission on May 20, 
                  1996 (File No. 333-04061) which incorporates by reference Exhibit 3.2 
                  to the Registrant's Registration Statement on Form S-4, filed with the
                  Commission on April 1, 1996 (File No. 333-2936), and incorporated herein 
                  by this reference).

     4            Registration Rights Agreement dated as of August 6, 1992 by and among 
                  Telcom Services Group, Inc., predecessor in interest to IXC Communications, 
                  Inc. *

     5            Form of IXC Communications, Inc. Restricted Stock Agreement (filed as 
                  Exhibit 10.5 in the Registrant's Registration Statement Form S-1, filed 
                  with the Commission on May 20, 1996 (File No. 333-04061) which incorporates 
                  by reference Exhibit 10.5 to the Registrant's Registration
                  Statement on Form S-4, filed with the Commission on April 1, 1996 
                  (File No. 333-2936), and incorporated herein by reference).

     6            Form of IXC Communications, Inc. Restricted Stock Agreement (filed as Exhibit 10.6 
                  in the Registrant's Registration Statement Form S-1, filed with the Commission on 
                  May 20, 1996 (File No. 333-04061) which incorporates by reference Exhibit 10.6 
                  to the Registrant's Registration Statement on Form S-4, filed with the Commission 
                  on April 1, 1996 (File No. 333-2936), and incorporated herein by reference).

     7            Specimen of certificate evidencing the Registrant's Common Stock registered hereunder.*
</TABLE>

- ------------------

*    To be filed by amendment.





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