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SCHEDULE 13E-4
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
IXC Communications, Inc.
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(Name of Issuer)
IXC Communications, Inc.
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(Name of Person(s) Filing Statement)
12-1/2% Junior Exchangeable Preferred Stock Due 2009
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(Title of Class of Securities)
450713 706
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(CUSIP Number of Class of Securities)
Karen C. Goodin
Michael P. Whalen
Riordan & McKinzie
695 Town Center Drive, Suite 1500
Costa Mesa, CA 92626
(714) 433-2900
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
December 16, 1997
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(Date Tender Offer First Published, Sent or Given to Security Holders)
Calculation of Filing Fee
Transaction Valuation(1) Amount of Filing Fee
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$3,090 $1,030
(1) The transaction valuation was determined in accordance with
Rule 240.0-11(b)(2) and 240.0-11(a)(4) under the Securities
Exchange Act of 1934, as amended, and equals the par value of
$.01 per share of the 12-1/2% Junior Exchangeable Preferred
Stock Due 2009, multiplied by 308,959 (the maximum number of
shares of 12-1/2% Junior Exchangeable Preferred Stock Due 2009
that may be tendered pursuant to the exchange offer described
herein).
[X] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the
date of its filing.
Amount Previously Paid: $1,000
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Form of Registration No.: S-4 (File No. 333-37157)
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Filing Party: IXC Communications, Inc.
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Date Filed: October 3, 1997
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ITEM 1. SECURITY AND ISSUER
(a) The name of the issuer of the securities to which this Statement
relates is IXC Communications, Inc, a Delaware corporation (the "Company"). The
address of its principal executive office is 1122 South Capital of Texas
Highway, Austin, Texas 78746.
(b) This Statement relates to an offer by IXC Communications, Inc. to
exchange one share of its 12-1/2% Series B Junior Exchangeable Preferred Stock
Due 2009, par value $.01 per share (the "New Preferred Stock") for each
outstanding share of its 12-1/2% Junior Exchangeable Preferred Stock Due 2009,
par value $.01 per share (the "Old Preferred Stock"). An aggregate of
$308,959,000 liquidation preference of the Old Preferred Stock is outstanding as
of the date hereof. The offer is being made upon the terms and subject to the
conditions set forth in the Company's Prospectus dated December 15, 1997 (the
"Prospectus"), which is contained in the Company's Amendment No. 1 to the
Registration Statement on Form S-4 (File No. 333-37157) (the "Form S-4") filed
with the Securities and Exchange Commission (the "Commission") and in the
related Letter of Transmittal. The New Preferred Stock will be registered under
the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the
Form S-4. The Old Preferred Stock and the New Preferred Stock are collectively
referred to as the Exchangeable Preferred Stock. Copies of the Prospectus and
the Letter of Transmittal are attached to this Statement as Exhibits (a)(1) and
(a)(2), respectively, and are incorporated herein by reference. The information
set forth on the cover page of the Prospectus and under the captions entitled
"The Exchange Offer- Terms of the Exchange Offer," "Prospectus Summary-Terms of
the Exchange Offer" and "Description of Capital Stock-Preferred Stock" in the
Prospectus is incorporated herein by reference. No officers, directors or
affiliates are record holders of any Old Preferred Stock.
(c) The information set forth on the cover page of the Prospectus and
under the caption entitled "Description of the Exchangeable Preferred
Stock-General" is incorporated herein by reference.
(d) This Schedule 13E-4 is being filed by the Company.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a) The information set forth on the cover page of the Prospectus and
under the caption entitled "The Exchange Offer-Terms of the Exchange Offer" in
the Prospectus is incorporated herein by reference.
(b) No funds are, or are expected to be, borrowed for the purpose of
the Exchange Offer.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE
(a) - (j) The information set forth under the captions entitled
"Prospectus Summary-Consequences of Exchanging or Failing to Exchange Old
Preferred Stock Pursuant to the Exchange Offer," "The Exchange Offer- Purposes
of the Exchange Offer" and "Description of Capital Stock-Preferred Stock" in the
Prospectus is incorporated herein by reference.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER
Not applicable.
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ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE ISSUER'S SECURITIES
There are no contracts, arrangements, understandings or relationships
relating, directly or indirectly, to the Exchange Offer, other than the
Registration Rights Agreement (the "Registration Rights Agreement") dated as of
August 14, 1997 entered into among the Company and the initial purchasers of the
Old Preferred Stock. Pursuant to the terms of the Registration Rights Agreement,
the Company agreed to file a registration statement (the "Exchange Offer
Registration Statement") with respect to an offer (the "Exchange Offer") to
exchange the Old Preferred Stock for the New Preferred Stock which is to be
registered under the Securities Act, with terms substantially identical to those
of the Old Preferred Stock by October 6, 1997 and to consummate the Exchange
Offer by January 19, 1998. The Form S-4 satisfies the Company's obligations in
connection with the Exchange Offer Registration Statement. In certain instances,
the Company will be obligated to file a shelf registration statement with
respect to the resale of the Exchangeable Preferred Stock (or any Exchange
Debentures, if such Exchangeable Preferred Stock has been converted into
Exchange Debentures by the Company pursuant to the terms the Company's
Certificate of Designation in connection with the Exchangeable Preferred Stock)
and to keep such shelf registration statement effective until all the
Exchangeable Preferred Stock or Exchange Debentures, as the case may be, has
been sold thereunder or the date on which all the Exchangeable Preferred Stock
or Exchange Debentures, as the case may be, held by persons that are not
affiliates of the Company may be resold without registration pursuant to Rule
144(k) under the Securities Act. The dividend rate on the Exchangeable Preferred
Stock or the interest rate on the Exchange Debentures, as the case may be, is
subject to increase under certain circumstances if the Company is not in
compliance with its obligations under the Registration Rights Agreement. The
information set forth on the cover page of the Prospectus and under the caption
entitled "Prospectus Summary - Terms of the Exchange Offer" and "The Exchange
Offer - Purposes of the Exchange Offer" is incorporated herein by reference.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
The information set forth under the captions entitled "Plan of
Distribution" and "The Exchange Offer- Solicitation of Tenders; Expenses" in the
Prospectus is incorporated herein by reference.
ITEM 7. FINANCIAL INFORMATION
(a) The following is incorporated herein by reference: (1) the
Prospectus under the caption "Selected Historical Financial Data"; (2) the
audited financial statements of the Company set forth in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996; and (3) the
unaudited financial statements of the Company set forth in the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1997 filed
with the Commission on November 14, 1997, as amended by Amendment No. 1 to Form
10-Q/A filed with the Commission on December 12, 1997.
(b) Not applicable.
ITEM 8. ADDITIONAL INFORMATION
(a) - (e) Not applicable.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
(a)(1) Prospectus dated December 15, 1997, contained in and
incorporated by reference to IXC Communications, Inc.'s Amendment No. 1 to the
Registration Statement on Form S-4 filed with the Commission on December 15,
1997 (File No. 333-37157) (the "Form S-4").
(a)(2) Letter of Transmittal incorporated by reference to Exhibit 99.1
of the Form S-4.
(a)(3) Notice of Guaranteed Delivery incorporated by reference to
Exhibit 99.2 of the Form S-4.
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(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and other Nominees, incorporated by reference to Exhibit 99.3 of the Form S-4.
(b) Not applicable.
(c) Registration Rights Agreement dated as of August 14, 1997 entered
into among the Company and the initial purchasers of the Old Preferred Stock
named therein incorporated by reference to Exhibit 4.3 of the Company's Current
Report on Form 8-K dated August 20, 1997 and filed with the Commission on
August 28, 1997.
(d) Not applicable.
(e) Prospectus dated December 15, 1997, contained in and incorporated
herein by reference to the Form S-4.
(f) Not applicable.
(g)(1) IXC Communications, Inc.'s Annual Report on Form 10-K for the
fiscal year ended December 31, 1996, incorporated by reference pursuant to Rule
12b-32 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
(g)(2) IXC Communications, Inc.'s Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997 filed with the Commission on November 14, 1997,
as amended by Amendment No. 1 to Form 10-Q/A filed with the Commission on
December 12, 1997, incorporated by reference pursuant to 12b-32 under the
Exchange Act.
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SIGNATURE
After due 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.
December 15, 1997 IXC Communications, Inc.
By: /s/ James F. Guthrie
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James F. Guthrie, Executive Vice
President and Chief Financial
Officer
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EXHIBIT INDEX
Exhibit Description
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(a)(1) Prospectus dated December 15, 1997, contained in and
incorporated by reference to IXC Communications, Inc.'s
Amendment No. 1 to the Registration Statement on Form S-4
filed with the Commission on December 15, 1997 (File No.
333-37157) (the "Form S-4").
(a)(2) Letter of Transmittal incorporated by reference to Exhibit
99.1 of the Form S-4.
(a)(3) Notice of Guaranteed Delivery incorporated by reference to
Exhibit 99.2 of the Form S-4.
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and other Nominees, incorporated by reference to Exhibit 99.3
of the Form S-4.
(b) Not applicable.
(c) Registration Rights Agreement dated as of August 14, 1997
entered into among the Company and the initial purchasers of
the Old Preferred Stock named therein incorporated by
reference to Exhibit 4.3 of the Company's Current Report on
Form 8-K dated August 20, 1997 and filed with the Commission
on August 28, 1997.
(d) Not applicable.
(e) Prospectus dated December 15, 1997, contained in and
incorporated herein by reference to the Form S-4.
(f) Not applicable.
(g)(1) IXC Communications, Inc.'s Annual Report on Form 10-K for the
fiscal year ended December 31, 1996, incorporated by reference
pursuant to Rule 12b-32 under the Securities Exchange Act of
1934, as amended (the "Exchange Act").
(g)(2) IXC Communications, Inc.'s Quarterly Report on Form 10-Q for
the quarter ended September 30, 1997 filed with the Commission
on November 14, 1997, as amended by Amendment No.1 to Form
10-Q/A filed with the Commission on December 12, 1997,
incorporated by reference pursuant to 12b-32 under the
Exchange Act.
