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Prospectus Supplement No. 2 dated Filed Pursuant to Rule 424(b)(3)
September 24, 1997 Registration No. 333-33421
(to Prospectus dated August 28, 1997)
IXC COMMUNICATIONS, INC.
1,400,000 SHARES OF 7-1/4% CONVERTIBLE PREFERRED STOCK DUE 2007
(LIQUIDATION PREFERENCE $100 PER SHARE) AND THE SHARES OF COMMON STOCK INTO
WHICH THE PREFERRED STOCK IS CONVERTIBLE AND 97,481 ADDITIONAL
SHARES OF COMMON STOCK
This Prospectus Supplement supplements information contained in that
certain Prospectus dated August 28, 1997, as supplemented by Prospectus
Supplement No. 1 dated September 10, 1997 (collectively, the "Prospectus")
relating to the offer and sale by (i) the Convertible Preferred Selling Holders
of (a) up to 1,400,000 shares of 7-1/4% Junior Convertible Preferred Stock Due
2007, par value $0.01 per share (the "Convertible Preferred Stock"), of IXC
Communications, Inc., a Delaware corporation (the "Company") and (b) the shares
of common stock, par value $0.01 per share (the "Common Stock") of the Company
(including any shares of Common Stock resulting from an adjustment to the
conversion price of the Convertible Preferred Stock pursuant to the antidilution
provisions of the Certificate of Designation governing the Convertible
Preferred Stock) issuable upon conversion thereof and (ii) the Telecom One
Selling Holders of 97,481 shares of Common Stock. This Prospectus Supplement is
not complete without, and may not be delivered or utilized except in connection
with, the Prospectus. Capitalized terms used herein but not defined have the
meanings assigned to such terms in the Prospectus.
The following table supplements the information set forth in the
Prospectus under the heading "Selling Holders - Convertible Preferred Selling
Holders" with respect to certain Convertible Preferred Selling Holders and
the number of shares of Convertible Preferred Stock beneficially owned by such
Convertible Preferred Selling Holders that may be offered and sold pursuant to
the Prospectus, as supplemented, to add the following Convertible Preferred
Selling Holders to the table set forth in the Prospectus:
NUMBER OF SHARES OF CONVERTIBLE
CONVERTIBLE PREFERRED SELLING HOLDERS PREFERRED STOCK
- ------------------------------------- -------------------------------
TQA Vantage Fund Ltd. ..................................................11,477
TQA Vantage Fund L.P. ..................................................11,476
Because the Convertible Preferred Selling Holders listed above and in
the Prospectus under the caption "Selling Holders - Convertible Preferred
Selling Holders" may, pursuant to the Prospectus, as supplemented, offer all or
some portion of the Convertible Preferred Stock, no estimate can be given as to
the amount of Convertible Preferred Stock that will be held by the Convertible
Preferred Selling Holders upon termination of any such sales.
Furthermore, the Convertible Preferred Selling Holders identified in
the table set forth in the Prospectus under the caption "Selling Holders" in
the Prospectus may have sold, transferred or otherwise disposed of all or a
portion of their Convertible Preferred Stock or Common Stock since the date on
which they provided the Company with information regarding their Convertible
Preferred Stock or Common Stock, and the Company has not made any independent
inquiries as to the foregoing.
Unless otherwise noted, all information provided in this Prospectus
Supplement is as of September 24, 1997.
