<PAGE> 1
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.
- --------------------------------------------------------------------------------
(Name of Issuer)
IXC Communications, Inc.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Statement)
12 1/2% Junior Exchangeable Preferred Stock Due 2009
- --------------------------------------------------------------------------------
(Title of Class of Securities)
450713 706
- --------------------------------------------------------------------------------
(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
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)
December 16, 1997
- --------------------------------------------------------------------------------
(Date Tender Offer First Published, Sent or Given to Security Holders)
This Amendment No. 1 (this "Final Amendment") constitutes the final
amendment to the Issuer Tender Offer Statement on Schedule 13E-4 (the "Schedule
13E-4") originally filed with the Securities and Exchange Commission on December
15, 1997, relating to the offer by IXC Communications, Inc., a Delaware
corporation (the "Company"), 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"), which has been registered under the Securities Act of 1933,
as amended, for each outstanding share of its 12 1/2% Junior Exchangeable
Preferred Stock Due 2009, par value $.01 per share (the "Old Preferred Stock"),
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 (which together
constitute the "Exchange Offer").
This Final Amendment amends and supplements the Schedule 13E-4 and is
being filed to report the results of the Exchange Offer.
Item 1. Security and Issuer.
Item 1 is hereby supplemented and amended as follows:
<PAGE> 2
The Exchange Offer terminated at 5:00 p.m., New York City time, on
January 16, 1998 (the "Expiration Date"). Pursuant to the Exchange Offer, all of
the issued and outstanding shares of Old Preferred Stock (which represented
308,959 shares of Old Preferred Stock) were validly tendered and not withdrawn,
all of which were accepted by the Company. Each holder that tendered shares of
Old Preferred Stock will receive one share of New Preferred Stock for each share
of Old Preferred Stock tendered prior to the Expiration Date. After giving
effect to the consummation of the Exchange Offer, no shares of Old 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 January 30, 1998.
- 2 -
<PAGE> 3
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.
January 30, 1998 IXC Communications, Inc.
By: /s/ James F. Guthrie
------------------------------------------
James F. Guthrie, Executive Vice President
and Chief Financial Officer
- 3 -
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
99(a)(3) Press Release dated January 30, 1998
</TABLE>
- 4 -
<PAGE> 1
EXHIBIT 99(a)(3)
IXC NEWS RELEASE
- --------------------------------------------------------------------------------
IXC COMMUNICATIONS, INC. SUCCESSFULLY
COMPLETES EXCHANGE OFFER FOR 12 1/2% JUNIOR EXCHANGEABLE
PREFERRED STOCK DUE 2009
Austin, Texas, January 30/PR Newswire/-- IXC Communications, Inc.
(Nasdaq: IIXC) announced today the consummation of a registered exchange offer
(the "Exchange Offer") for its 12 1/2% Junior Exchangeable Preferred Stock Due
2009 ("Old Preferred Stock") which expired by its terms at 5:00 p.m., New York
City time, on January 16, 1998 (the "Expiration Date"). In its Exchange Offer,
IXC Communications, Inc. offered to exchange one share of its 12 1/2% Series B
Junior Exchangeable Preferred Stock Due 2009 ("New Preferred Stock") which has
been registered under the Securities Act of 1933 for each outstanding share of
its Old Preferred Stock.
Pursuant to the Exchange Offer, all of the Old Preferred Stock, which
represented 308,959 shares of the Old Preferred Stock, were tendered prior to
the Expiration Date.
Austin, Texas-based IXC Communications, Inc. is one of the largest and
fastest-growing suppliers of network-based information delivery solutions for
the global communications market. The company owns and operates a new
nationwide digital network 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.com.
SOURCE IXC Communications, Inc.
-0- 01/30/98
/CONTACT: Investor: James F. Guthrie, Executive Vice President & Chief
Financial Officer, 512-427-3713, or [email protected], or Media: Melissa
Jackson, Manager of Public Relations, 512-231-5247, or [email protected],
both of IXC Communications, Inc./
/Company News On-Call: http://www.prnewswire.com or fax, 800-758-5804,
ext. 115151/
/Web site: http://www.ixc-comm.net/
(IIXC)
- 5 -
