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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)
(Amendment No. 1)
IXC Communications, Inc.
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(Name of Issuer)
IXC Communications, Inc.
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(Name of Person(s) Filing Statement)
10% Junior Series 3 Cumulative Redeemable Preferred Stock,
par value $.01 per share
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(Title of Class of Securities)
None
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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)
October 2, 1997
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(Date Tender Offer First Published, Sent or Given to Security Holders)
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This Amendment No. 1 (this "Final Amendment") amends and supplements
the Issuer Tender Offer Statement on Schedule 13E-4 (the "Schedule 13E-4")
originally filed with the Securities and Exchange Commission on October 3, 1997,
relating to the offer by IXC Communications, Inc., a Delaware corporation (the
"Company"), to exchange shares of its Common Stock, par value $.01 per share
(the "Common Stock"), for up to all of its outstanding 10% Junior Series 3
Cumulative Redeemable Preferred Stock, par value $.01 per share (the "Series 3
Preferred Stock"), upon the terms and subject to the conditions set forth in the
Offering Circular, dated October 2, 1997 (the "Offering Circular"), and in the
related Letter of Transmittal (which together constitute the "Exchange Offer").
This Final Amendment is being filed to report the results of the
Exchange Offer.
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Item 1. Security and Issuer.
Item 1 is hereby supplemented and amended as follows:
The Exchange Offer terminated at 5:00 p.m., Austin, Texas time, on
October 31, 1997 (the "Expiration Date"). Pursuant to the Exchange Offer,
12,135.97 shares of the Series 3 Preferred Stock, or approximately 96.7% of the
issued and outstanding shares of Series 3 Preferred Stock were tendered, all of
which were accepted by the Company. Each holder that tendered shares of Series 3
Preferred Stock will receive approximately 49.85 shares of Common Stock for each
share of Series 3 Preferred Stock tendered prior to the Expiration Date. The
number of shares of Common Stock issued for each share of Series 3 Preferred
Stock was calculated by dividing the aggregate per share liquidation preference
of, and the accrued and unpaid dividends on, one share of Series 3 Preferred
Stock as of October 31, 1997 by $33.00 (the last reported sale price of the
Common Stock on the Nasdaq National Market on October 31, 1997). The aggregate
liquidation preference and accrued and unpaid dividends on the Series 3
Preferred Stock at October 31, 1997 was approximately $20.6 million ($1,645 per
share for the 12,550 shares outstanding). After giving effect to the
consummation of the Exchange Offer 414.03 shares of Series 3 Preferred Stock
remain outstanding.
Item 9. Material to be Filed as Exhibits.
Item 9 is hereby supplemented and amended as follows:
99(a)(3) -- Press Release dated November 6, 1997.
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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.
November 6, 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 No. Description
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99(a)(3) Press Release dated November 6, 1997
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EXHIBIT 99(a)(3)
IXC NEWS RELEASE
IXC COMMUNICATIONS, INC. SUCCESSFULLY COMPLETES
EXCHANGE OFFER FOR SERIES 3 PREFERRED STOCK
Austin, Texas, November 6, 1997 -- IXC Communications, Inc. announced
today the consummation of its offer (the "Exchange Offer") to exchange shares of
its Common Stock for all outstanding shares of its 10% Junior Series 3
Cumulative Redeemable Preferred Stock ("Series 3 Preferred Stock") which expired
by its terms at 5:00 p.m., Austin, Texas time, on October 31, 1997 (the
"Expiration Date").
Each holder that tendered shares of Series 3 Preferred Stock will
receive approximately 49.85 shares of Common Stock for each share of Series 3
Preferred Stock tendered prior to the Expiration Date. The number of shares of
Common Stock issued for each share of Series 3 Preferred Stock was calculated by
dividing the aggregate per share liquidation preference of, and the accrued and
unpaid dividends on, one share of Series 3 Preferred Stock as of October 31,
1997 by $33.00 (the last reported sale price of the Company's Common Stock on
the Nasdaq National Market on October 31, 1997). The aggregate liquidation
preference and accrued and unpaid dividends on the Series 3 Preferred Stock at
October 31, 1997, was approximately $20.6 million ($1,645 per share for the
12,550 shares outstanding).
Over 95% of the shares of Series 3 Preferred Stock were tendered prior
to the expiration of the Exchange Offer.
Austin, Texas-based IXC Communications, Inc. is one of the United
States' largest suppliers of voice, data and multimedia transmission services.
The Company 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, cable and utility companies, and Internet
Service Providers. IXC offerings include private line, broadband, and switched
and dedicated inbound and outbound calling products, and calling card and debit
card services. IXC is a publicly traded company listed on NASDAQ under the
symbol IIXC. IXC's Web site is located at www.ixc-comm.net.
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Investor Contact: Media Contact:
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James F. Guthrie Meri Braziel
Executive Vice President Senior Vice President of Marketing
IXC Communications, Inc. IXC Communications, Inc.
(512) 427-3731 (512) 433-3535
[email protected] [email protected]
