IXC COMMUNICATIONS INC
8-K, 1997-07-29
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                                  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)  July 23, 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.)


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ITEM 5.  OTHER EVENTS.

         Attached as Exhibit 99.1 is the press release issued by IXC
Communications, Inc. dated July 23, 1997 which is hereby incorporated by
reference herein.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (C)      EXHIBITS

         99.1     Press release dated July 23, 1997



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                                    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:  July 28, 1997                        IXC Communications, Inc.

                                            By:  /s/ James F. Guthrie
                                                --------------------------
                                                James F. Guthrie
                                                Executive Vice President and
                                                Chief Financial Officer



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                                  EXHIBIT INDEX

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

 99.1             Press release dated July 23, 1997



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                                                                    EXHIBIT 99.1

IXC                                                                 News Release

      IXC COMMUNICATIONS, INC. AND PSINET FORM STRATEGIC INTERNET ALLIANCE

        IXC GETS 20% STAKE IN PSINET; DEAL ENABLES PRODUCT, CAPACITY SWAP

AUSTIN, Texas, July 23, 1997 ... IXC Communications, Inc. (NASDAQ: IIXC), one of
the largest suppliers of digital transmission and long distance services in the
U.S., today announced that it has entered into an agreement to form a long-term
alliance with PSINet Inc. (NASDAQ: PSIX), one of the largest Internet service
providers in the world. The alliance will expand and enhance both companies'
product and service offerings.

Under the terms of the agreement, IXC will provide PSINet 10,000
OC-48-equivalent route miles on its nationwide fiber network for a 20-year term
in exchange for 20 percent (post issuance) of PSINet's common stock. If the
value of the PSINet common stock is less than $240 million in one year following
delivery of all of such capacity, PSINet has agreed to give IXC cash and/or
additional stock, at PSINet's option, to bring the value to $240 million.

Ralph Swett, IXC's Chairman and CEO, will be elected to PSINet's board of
directors. IXC and PSINet also will enter into a strategic marketing alliance
whereby each company will market each other's products and services, giving both
companies an expanded line of customer offerings.

"IXC is pleased to enter into a key alliance with one of the world's leading
Internet service providers," said Ralph Swett, chairman, president and chief
executive officer of IXC. "We wanted to add Internet services to our product
portfolio and found that PSINet shared our vision and philosophy. For our part,
IXC is building its new fiber network based largely on requirements being driven
by the Internet, and companies such as PSINet."

"The new fiber capacity provided by IXC is a key component in our ability to
meet the incredible demand for bandwidth and speed that we see from our
customers today," said William L. Schrader, chairman, president, CEO and founder
of PSINet. "We have been an IXC customer for several years and look forward to a
more formal, long-term alliance."

IXC's network currently includes over 10,000 digital route miles and is being
extended through a significant fiber expansion program. The alliance gives
PSINet the indefeasible right to use capacity on IXC's network for 20 years,
including the right to obtain capacity on routes IXC might build in the future.
The transaction, which is subject to the approval of the shareholders of PSINet
and other closing conditions, is expected to be completed by the end of the
year.

Under the multi-year marketing agreement, IXC will package and brand PSI's dial
and dedicated Internet services. Among the new services made available by the
agreement will be managed



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connectivity services, including LAN-on-Demand, and value-added services such as
Web site hosting. IXC and PSINet have agreed to form marketing teams for major
opportunities where customers require an integrated telecommunications and
Internet solution.

PSINet services include on-demand and dedicated Internet connectivity, remote
access for mobile workers, corporate intranet and security services, and Web
site hosting and development. PSINet has developed an advanced "cell switched"
frame relay network with some 225 points-of- presence (POPs) in the United
States and more than 350 worldwide. The alliance with IXC will provide PSINet
with access to an OC-48 equivalent transmission facility that can handle
throughput of up to 2.4 billion bits per second.

ABOUT IXC COMMUNICATIONS

IXC Communications, Inc., based in Austin, Texas, is one of the largest
suppliers of digital transmission and long distance services in the U.S. In
business for 25 years, IXC owns and operates one of the newest nationwide
digital networks and makes network capacity available to local telephone
companies, national and regional long distance carriers, value-added carriers,
cable and utility companies and Internet Service providers that offer
residential and commercial customer services. IXC services include 1+ switched
and 1+ dedicated outbound calling, 800/888 switched and dedicated inbound
calling, calling card and debit card services, high-speed digital bandwidth
products and broadband services. For more information, IXC's web site is located
at www.ixc-comm.net.

ABOUT PSINET

PSINet is a leading provider of turnkey corporate Internet and intranet access,
wholesale access services to the telecommunications and ISP industries,
electronic commerce solutions and Web hosting services throughout the United
States and abroad. PSINet manages one of the world's largest and most advanced
fast-packet networks, which provides state-of-the-art, high speed Internet
access ranging from dedicated high-speed circuits to ISDN to high-speed modem
dial-up. PSINet backs up its state-of-the-art network with the industry's
original service guarantee, employing automatic back-up systems and crediting
service for outages.

Headquartered in Herndon, VA, PSINet has offices throughout the U.S. and
subsidiaries in Canada, Japan and Europe, including Belgium, Germany, and the
U.K. For more information, contact PSINet by phone at (703) 904-4100, by e-mail
at [email protected] or by accessing their Web site at http://www.psi.net.

Certain of the statements made in this release are forward-looking statements
that are subject to material risks and uncertainties. Actual results could
differ materially as a result of a variety of factors, including competitive
developments, risks associated with IXC's growth, the expansion of IXC's
network, and other risks which are discussed in IXC's filings with the
Securities and Exchange Commission.



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All brands, products and service names mentioned are trademarks or registered
trademarks of their respective owners.

                                      # # #


Investor Contact:                             Media Contact:
- -----------------                             --------------

James F. Guthrie                              Meri Braziel
Executive Vice President                      Senior Vice President of Marketing
IXC Communications, Inc.                      IXC Communications, Inc.
(512) 427-3713                                (512) 433-3535
[email protected]                         [email protected]




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