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OMB NUMBER 3235-0145
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
IXC Communications, Inc.
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(Name of Issuer)
Common Stock; $.01 Par Value
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(Title of Class of Securities)
450713 10 2
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(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP NO. 450713 10 2 SCHEDULE 13G PAGE 2 OF 11 PAGES
--------------------- ----- -----
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Grumman Hill Investments, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ X ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 636,990
EACH --------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 0
--------------------------------------------------------
8 SHARED DISPOSITIVE POWER
636,990
--------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
636,990
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.0%
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12 TYPE OF REPORTING PERSON (See Instructions)
PN
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Page 2 of 11
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CUSIP NO. 450713 10 2 SCHEDULE 13G PAGE 3 OF 11 PAGES
--------------------- ----- -----
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Richard D. Irwin
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ X ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5 SOLE VOTING POWER
NUMBER OF 2,635,624
SHARES --------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 759,821
EACH --------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 2,635,624
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8 SHARED DISPOSITIVE POWER
759,821
--------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,395,445
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
---------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.8%
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12 TYPE OF REPORTING PERSON (See Instructions)
IN
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Page 3 of 11
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CUSIP NO. 450713 10 2 SCHEDULE 13G PAGE 4 OF 11 PAGES
--------------------- ----- -----
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Grumman Hill Company, L.L.C.
---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ X ]
(b) [ ]
---------------------------------------------------------------------
3 SEC USE ONLY
---------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
---------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 636,990
EACH --------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 0
--------------------------------------------------------
8 SHARED DISPOSITIVE POWER
636,990
--------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
636,990
---------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
---------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.0%
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12 TYPE OF REPORTING PERSON (See Instructions)
00
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Page 4 of 11
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ITEM 1.
(a) NAME OF ISSUER:
IXC Communications, Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1122 Capital of Texas Highway South
Austin, Texas 78746
ITEM 2.
(a) NAME OF PERSON FILING:
The persons filing this Amendment No. 1 to Schedule 13G are Grumman
Hill Investments, L.P. ("GHI"), Grumman Hill Company, L.L.C. ("GHC")
and Richard D. Irwin (collectively, the "Filing Persons").
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The address for each of the Filing Persons is:
Grumman Hill Associates, Inc.
191 Elm Street
New Canaan, CT 06840
(c) CITIZENSHIP:
The responses of the Filing Persons to Item 4 of the cover pages to
this Amendment No. 1 to Schedule 13G that relate to the citizenships
of such Filing Persons are herein incorporated by reference.
(d) TITLE OF CLASS OF SECURITIES:
This filing is made in regard to the Common Stock, $.01 par value per
share, of IXC Communications, Inc. (the "Common Stock").
(e) CUSIP NUMBER:
450713 10 2
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b),
CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the Act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act
(e) [ ] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
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(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with Section
240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
ITEM 4. OWNERSHIP.
(a) AMOUNT BENEFICIALLY OWNED:
The number of shares of Common Stock beneficially owned by Mr. Irwin
as of December 31, 1997 is 3,395,445.
(b) PERCENT OF CLASS:
At December 31, 1997, the percentage of Common Stock beneficially
owned by Mr. Irwin is 10.8%.
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE: Mr. Irwin has sole
power to vote or to direct the vote of 2,635,624 shares of
Common Stock.+
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE: Mr. Irwin
has shared power to vote or to direct the vote of 759,821
shares of Common Stock.++
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF: Mr.
Irwin has sole power to dispose of or to direct the
disposition of 2,635,624 shares of Common Stock.+
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF: Mr.
Irwin has shared power to dispose of or direct the
disposition of 759,821 shares of Common Stock.++
+ Includes 11,236 shares of Common Stock issuable upon conversion of issuer's
7 1/4% Junior Convertible Preferred Stock Due 2007.
++ Includes 15,737 shares of Common Stock issuable upon conversion of issuer's
7 1/4% Junior Convertible Preferred Stock Due 2007.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
IF THIS STATEMENT IS BEING FILED TO REPORT THE FACT THAT AS OF THE DATE
HEREOF THE REPORTING PERSON HAS CEASED TO BE THE BENEFICIAL OWNER OF MORE THAN
FIVE PERCENT OF THE CLASS OF SECURITIES, CHECK THE FOLLOWING [X]
GHI and GHC (two of the three reporting persons) have ceased to beneficially
own more than 5% of the Common Stock.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
Page 6 of 11
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ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
The Filing Persons have filed this Amendment No. 1 to Schedule 13G as a group
pursuant to Rule 13d-1(f). The identity of each member of the group is
stated in Exhibit 1 to this Amendment No. 1 to Schedule 13G.
The Filing Persons entered into a Joint Reporting Agreement dated February
11, 1997 (the "Joint Reporting Agreement") which was filed February 14, 1997,
with the Schedule 13G pertaining to the Common Stock on behalf of the Filing
Persons pursuant to which they agreed to file one joint statement on behalf
of all of them with respect to the subject matter of the Schedule 13G and any
amendments thereto.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Immediately following the filing of this Amendment No. 1 to Schedule 13G, the
Filing Persons will no longer file as a group since GHI and GHC hold less
than 5 percent of Common Stock, and the Joint Reporting Agreement will be
terminated pursuant to the Dissolution Agreement entered into by the Filing
Persons dated February [ ], 1998 which is attached as Exhibit 2 to this
Amendment No. 1 to Schedule 13G. All further filings with respect to
transactions in the Common Stock, if required, will be filed individually by
each of the Filing Persons.
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect
of changing or influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any transaction
having such purposes or effect.
Page 7 of 11
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SIGNATURE
After reasonable 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.
Dated: February 2, 1998
Grumman Hill Investments, L.P.
a Delaware limited partnership
By: Grumman Hill Company, L.L.C.
a Delaware limited liability company
Its: General Partner
By: /s/ Richard D. Irwin
-----------------------------
Richard D. Irwin
General Manager
Grumman Hill Company, L.L.C.
a Delaware limited liability company
By: /s/ Richard D. Irwin
-----------------------------
Richard D. Irwin
General Manager
/s/ Richard D. Irwin
--------------------------------------
Richard D. Irwin
Page 8 of 11
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ------------
<C> <S> <C>
1 Identification of Members of the Group . . . . . . . . . . . . . . . 10
2 Dissolution Agreement dated February 2, 1998 . . . . . . . . . . . . 11
</TABLE>
Page 9 of 11
<PAGE> 1
Exhibit 1
Identification of Members of the Group
1. Grumman Hill Investments, L.P.
2. Grumman Hill Company, L.L.C.
3. Richard D. Irwin
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Exhibit 2
Dissolution Agreement
In consideration of the mutual covenants herein contained,
each party hereto represents to and agrees with the other parties as follows:
1. Effective immediately following the filing of
Amendment No. 1 to Schedule 13G ("Schedule 13G/A") pertaining to the Common
Stock, par value $.01 per share (the "Common Stock"), of IXC Communications,
Inc., the Joint Reporting Agreement dated as of February 11, 1997 among the
undersigned parties is terminated and shall be of no further force or effect.
2. The group consisting of the undersigned filing persons
of the Schedule 13G/A is hereby terminated effective immediately following the
filing of the Schedule 13G/A and all further filings for transactions with
respect to the Common Stock, if required, will be filed individually by each
person or entity.
This agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original instrument, but all of such
counterparts together shall constitute but one agreement.
Dated: February 2, 1998
Grumman Hill Investments, L.P.
a Delaware limited partnership
By: Grumman Hill Company, L.L.C.
a Delaware limited liability company
Its: General Partner
By: /s/ Richard D. Irwin
-----------------------------
Richard D. Irwin
General Manager
Grumman Hill Company, L.L.C.
a Delaware limited liability company
By: /s/ Richard D. Irwin
------------------------------
Richard D. Irwin
General Manager
/s/ Richard D. Irwin
--------------------------------------
Richard D. Irwin
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