IXC COMMUNICATIONS INC
8-K, 1997-08-06
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 5, 1997
                                                -------------------------------
                            IXC Communications, Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



      Delaware                     0-20803                        74-2644120
- --------------------------------------------------------------------------------
    (State or other               (Commission                  (I.R.S. Employer
    jurisdiction                  File Number)               Identification No.)
   of incorporation)




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



Registrant's telephone number, including area code      (512) 328-1112
                                                  -----------------------------


                                 Not applicable
- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)



<PAGE>   2

ITEM 5.        OTHER EVENTS.

               Pursuant to Rule 135c(d) of the Securities Act of 1933, as
amended, attached as Exhibit 99.1 is the press release issued by IXC
Communications, Inc. dated August 5, 1997, which is hereby incorporated by
reference herein.


ITEM 7.        FINANCIAL STATEMENTS AND EXHIBITS

               (C)  EXHIBITS

               99.1 Press release dated August 5, 1997



                                       2.

<PAGE>   3

                                    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 hereunto duly authorized.

               Date:  August 6, 1997

                                    IXC Communications, Inc.



                                    By: /s/ John J. Willingham
                                        -------------------------------
                                        John J. Willingham
                                        Senior Vice President


                                       3.

<PAGE>   4

                                  EXHIBIT INDEX


Exhibit
Number         Description
- ------         -----------

99.1           Press release dated August 5, 1997



                                       4.


<PAGE>   1

                                  EXHIBIT 99.1


                                                                    NEWS RELEASE

                            IXC COMMUNICATIONS, INC.


Austin, Texas, August 5, 1997 - IXC Communications, Inc. (NASDAQ: IIXC)
announced plans to offer $200 million in junior exchangeable preferred stock due
2009 to qualified institutional buyers under Rule 144A (the "144A Offering").
The amount to be sold and the terms of the preferred stock will be determined
prior to closing of the 144A Offering, which, if the 144A Offering is
successful, is expected to occur by the end of August 1997. The preferred stock
will not be convertible into common stock. IXC expects to use the net proceeds
of the 144A Offering to fund capital expenditures, including network expansion
and for general corporate purposes.

The securities to be sold in the 144A Offering will not be registered under the
Securities Act of 1933 and will not be offered or sold in the United States
absent registration or an applicable exemption from registration requirements.

                                      # # #

Investor Contact:

James F. Guthrie
Executive Vice President and
Chief Financial Officer
IXC Communications, Inc.
(512) 427-3713
[email protected]




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