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Prospectus Supplement No. 2 Filed Pursuant to Rule 424(b)(3)
dated August 31, 1998 Registration No. 333-52433
(to Prospectus dated June 23, 1998)
IXC COMMUNICATIONS, INC.
3,105,000 DEPOSITARY SHARES REPRESENTING 1/20 OF A SHARE OF 6 3/4%
CUMULATIVE CONVERTIBLE PREFERRED STOCK, 155,250 SHARES OF 6 3/4% CUMULATIVE
CONVERTIBLE PREFERRED STOCK, 2,634,377 SHARES OF COMMON STOCK ISSUABLE UPON
CONVERSION OF, OR PAYABLE AS DIVIDENDS ON, THE DEPOSITARY SHARES OR THE 6 3/4%
CUMULATIVE CONVERTIBLE PREFERRED STOCK AND 261,671 SHARES OF COMMON STOCK
This Prospectus Supplement supplements information contained in that
certain Prospectus dated June 23, 1998 (the "Prospectus") relating to the offer
and sale by (a) certain holders (the "Convertible Preferred Selling Holders") of
(i) up to 3,105,000 depositary shares (the "Depositary Shares") each
representing 1/20 of a share of 6 3/4% Cumulative Convertible Preferred Stock,
par value $.01 per share ("1998 Convertible Preferred Stock"), liquidation
preference $1,000 per share (equivalent to $50 per Depositary Share) of IXC
Communications, Inc. (the "Company"), (ii) up to 155,250 shares of the 1998
Convertible Preferred Stock and (iii) up to 2,634,377 shares of the Company's
common stock, par value $.01 per share (the "Common Stock") issuable upon
conversion of, or payable as dividends on, the 1998 Convertible Preferred Stock
or the Depositary Shares and (b) the Acquisition Selling Holders of 261,671
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 and to add the
following number of shares with respect to the following Convertible Preferred
Selling Holder previously listed in Prospectus Supplement No. 1:
NUMBER OF
CONVERTIBLE PREFERRED SELLING HOLDER DEPOSITARY SHARES
- ------------------------------------ -----------------
MFS Series Trust VI -- MFS Utilities Fund.............................. 106,000
MFS/SUN Life Series Trust -- Utilities Series.......................... 33,900
MFS Series Trust 1 -- MFS Equity Income Fund........................... 5,376
MFS Variable Insurance Trust -- MFS Utilities Series................... 11,000
MFS/SUN Life Series Trust -- Equity Income Series...................... 376
NationsBanc Montgomery Securities LLC.................................. 40,000
ICI American Holdings Trust............................................ 5,600
Zeneca Holdings Pension Trust.......................................... 5,600
Delaware PERS.......................................................... 12,800
Starvest Combined Portfolio............................................ 4,200
State of Oregon Equity................................................. 64,000
Nalco Chemical Company................................................. 2,800
NationsBanc Montgomery Securities LLC.................................. 40,000
Goldman, Sachs & Co.*.................................................. 347
Bankers Trust Trustee for Chrysler Corp Emp #1 Pension Plan
dated 4/1/89.......................................................... 25,700
Chase Manhattan LA Trustee for IBM Retirement Plan dated 12/18/95...... 42,500
Franklin and Marshall College.......................................... 1,800
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* Goldman, Sachs & Co. has engaged in transactions with and performed various
investment banking and other services for the Company in the past, and may do
so from time to time in the future. Goldman Sachs & Co. was one of the
Initial Purchasers in the original issuance of the 1998 Convertible Preferred
Stock (issued as Depositary Shares) for which it received a discount on the
purchase price.
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 August 31, 1998.
