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OMB NUMBER 3235-0145
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No._________ )*
IXC Communications, Inc.
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(Name of Issuer)
Common Stock; $.01 Par Value
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(Title of Class of Securities)
450713 10 2
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(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
SEC 1745 (2-95)
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CUSIP NO. 450713 10 2 SCHEDULE 13G PAGE 2 OF 11 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Grumman Hill Investments, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 6,636,990
EACH --------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH
--------------------------------------------------------
8 SHARED DISPOSITIVE POWER
6,636,990
--------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,636,990
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
21.6%
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12 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 11
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CUSIP NO. 450713 10 2 SCHEDULE 13G PAGE 3 OF 11 PAGES
--------------------- ----- -----
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard D. Irwin
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5 SOLE VOTING POWER
NUMBER OF 2,103,860
SHARES --------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 6,636,990
EACH --------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 2,103,860
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8 SHARED DISPOSITIVE POWER
6,636,990
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,740,850
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
28.4%
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12 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 11
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CUSIP NO. 450713 10 2 SCHEDULE 13G PAGE 4 OF 11 PAGES
--------------------- ----- -----
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Grumman Hill Company, L.L.C.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
---------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 6,636,990
EACH --------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 0
--------------------------------------------------------
8 SHARED DISPOSITIVE POWER
6,636,990
--------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,636,990
---------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
21.6%
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12 TYPE OF REPORTING PERSON*
00
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 11
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ITEM 1.
(a) NAME OF ISSUER
IXC Communications, Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
5000 Plaza on the Lake, Suite 200
Austin, Texas 78746-1050
ITEM 2.
(a) NAME OF PERSON FILING
The persons filing this Schedule 13G are Grumman Hill Investments,
L.P. ("GHI"), Grumman Hill Company, L.L.C. ("GHC") and Richard D.
Irwin (collectively the "Filing Persons").
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE
The address for each of the Filing Persons is:
Grumman Hill Associates, Inc.
191 Elm Street
New Canaan, CT 06840
(c) CITIZENSHIP
The responses of the Filing Persons to Item 4 of the cover pages to
this Schedule 13G that relate to the citizenships of such Filing
Persons are herein incorporated by reference.
(d) TITLE OF CLASS OF SECURITIES
This filing is made in regard to the Common Stock, $.01 par value per
share, of IXC Communications, Inc. (the "Common Stock").
(e) CUSIP NUMBER
450713 10 2
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b),
CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the Act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act
(e) [ ] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
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(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with Section
240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
ITEM 4. OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED
The number of shares of Common Stock beneficially owned by GHI and GHC
as of December 31, 1996 is 6,636,990 and the number of shares of
Common Stock beneficially owned by Mr. Irwin as of December 31, 1996
is 8,740,850.
(b) PERCENT OF CLASS
At December 31, 1996, the percentage of Common Stock beneficially
owned by GHI and GHC is 21.6% and by Mr. Irwin is 28.4%.
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE: Mr. Irwin has sole
power to vote or to direct the vote of 2,103,860 shares of
Common Stock.
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE: Mr. Irwin, GHI
and GHC have shared power to vote or to direct the vote of
6,636,990 shares of Common Stock.
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF: Mr.
Irwin has sole power to dispose of or to direct the
disposition of 2,103,860 shares of Common Stock.
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF: Mr.
Irwin, GHI and GHC have shared power to dispose of or direct
the disposition of 6,636,990 shares of Common Stock.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
IF THIS STATEMENT IS BEING FILED TO REPORT THE FACT THAT AS OF THE DATE
HEREOF THE REPORTING PERSON HAS CEASED TO BE THE BENEFICIAL OWNER OF MORE THAN
FIVE PERCENT OF THE CLASS OF SECURITIES, CHECK THE FOLLOWING [ ]
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
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ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
The Filing Persons have filed this Schedule 13G as a group
pursuant to Rule 13d-1(f). The identity of each member of the
group is stated in Exhibit 1 to this Schedule 13G.
The Filing Persons entered into a Joint Reporting Agreement
dated February 11, 1997 (which is attached as Exhibit 2 to
this Schedule 13G) (the "Joint Reporting Agreement"), pursuant
to which they agreed to file one joint statement on behalf of
all of them with respect to the subject matter of this
Schedule 13G.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect
of changing or influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any transaction
having such purposes or effect.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 12, 1997
Grumman Hill Investments, L.P.
a Delaware limited partnership
By: Grumman Hill Company, L.L.C.
a Delaware limited liability company
Its: General Partner
By: /s/ Richard D. Irwin
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Richard D. Irwin
General Manager
Grumman Hill Company, L.L.C.
a Delaware limited liability company
By: /s/ Richard D. Irwin
-----------------------------
Richard D. Irwin
General Manager
/s/ Richard D. Irwin
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Richard D. Irwin
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ------------
<S> <C> <C>
1 Identification of Members of the Group . . . . . . . . . . . . . . . 1
2 Joint Reporting Agreement dated February 11, 1997. . . . . . . . . . 2
</TABLE>
Page 9 of 11
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Exhibit 1
Identification of Members of the Group
1. Grumman Hill Investments, L.P.
2. Grumman Hill Company, L.L.C.
3. Richard D. Irwin
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Exhibit 2
Joint Reporting Agreement
In consideration of the mutual covenants herein contained,
each party hereto represents to and agrees with the other parties as follows:
1. Such party is eligible to file a statement or
statements on Schedule 13G pertaining to the Common Stock, par value $.01 per
share, of IXC Communications, Inc., to which this agreement is an exhibit, for
filing of the information contained herein.
2. Such party is responsible for timely filing of such
statement and any amendments thereto and for the completeness and accuracy of
the information concerning such party contained therein, provided that no such
party is responsible for the completeness or accuracy of the information
concerning any other party making the filing, unless such party knows or has
reason to believe that such information is inaccurate.
3. Such party agrees that such statement is filed on
behalf of such party and that any amendment thereto will be filed on behalf of
each such party.
This agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original instrument, but all of such
counterparts together shall constitute but one agreement.
Dated: February 11, 1997
Grumman Hill Investments, L.P.
a Delaware limited partnership
By: Grumman Hill Company, L.L.C.
a Delaware limited liability company
Its: General Partner
By: /s/ Richard D. Irwin
-----------------------------
Richard D. Irwin
General Manager
Grumman Hill Company, L.L.C.
a Delaware limited liability company
By: /s/ Richard D. Irwin
------------------------------
Richard D. Irwin
General Manager
/s/ Richard D. Irwin
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Richard D. Irwin
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