IXC COMMUNICATIONS INC
S-3, 1999-04-15
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>   1
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 15, 1999
 
                                                 REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
 
                            IXC COMMUNICATIONS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
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                    DELAWARE                                        74-2644120
(STATE OR OTHER JURISDICTION OF INCORPORATION OR        (IRS EMPLOYER IDENTIFICATION NO.)
                 ORGANIZATION)
</TABLE>
 
         1122 CAPITAL OF TEXAS HIGHWAY SOUTH, AUSTIN, TEXAS 78746-6426
                                 (512) 328-1112
         (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
            AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
 
                                JEFFREY C. SMITH
                            IXC COMMUNICATIONS, INC.
                      1122 CAPITAL OF TEXAS HIGHWAY SOUTH
                            AUSTIN, TEXAS 78746-6426
                                 (512) 328-1112
           (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)
 
                                   COPIES TO:
                            MICHAEL P. WHALEN, ESQ.
                             KAREN C. GOODIN, ESQ.
                               RIORDAN & MCKINZIE
                       695 TOWN CENTER DRIVE, SUITE 1500
                              COSTA MESA, CA 92626
                                 (714) 433-2900
 
          APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
 At such time or times after the effective date of this Registration Statement
                  as the selling stockholders shall determine.
 
    If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.  [ ]
 
    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.  [X]
 
    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.  [ ]
- ------------------
 
    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [ ]
- ------------------
 
    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.  [ ]
 
                        CALCULATION OF REGISTRATION FEE
 
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<S>                        <C>                     <C>                     <C>                     <C>
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- -------------------------------------------------------------------------------------------------------------------------
 TITLE OF EACH CLASS OF            AMOUNT             PROPOSED MAXIMUM        PROPOSED MAXIMUM           AMOUNT OF
    SECURITIES TO BE               TO BE               OFFERING PRICE            AGGREGATE              REGISTRATION
       REGISTERED                REGISTERED             PER UNIT(1)            OFFERING PRICE               FEE
- -------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par
  value..................     1,000,000 shares            $43.625               $43,625,000               $12,128
- -------------------------------------------------------------------------------------------------------------------------
Common Stock Underlying
  Warrants...............      75,000 shares              $43.625                $3,271,875                 $910
- -------------------------------------------------------------------------------------------------------------------------
Total....................                                                                                 $13,038
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
 
(1) Based upon the average of the high and low sales prices of the common stock
    as reported on the Nasdaq National Market on April 8, 1999 and estimated
    solely for purposes of determining the amount of the registration fee
    pursuant to Rule 457(c).
 
     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>   2
 
                  SUBJECT TO COMPLETION, DATED APRIL 15, 1999
 
PROSPECTUS
 
                            IXC COMMUNICATIONS, INC.
 
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<S>                            <C>
    UP TO 1,000,000 SHARES        75,000 SHARES OF COMMON
       OF COMMON STOCK           STOCK UNDERLYING WARRANTS
</TABLE>
 
                           -------------------------
 
   Our common stock, $.01 par value, is traded on the Nasdaq National Market
 
             The closing price on April 14, 1999: $46.50 per share.
 
                              Trading Symbol: IIXC
                           -------------------------
 
     All of the shares of common stock offered in this prospectus are being sold
by the selling stockholders named on page 19 of this prospectus. This prospectus
covers the resale of up to 1,000,000 shares of our common stock to be issued to
the selling stockholders and 75,000 shares of our common stock underlying
warrants to be issued to the selling stockholders. Each of the selling
stockholders is an owner of one or more of the companies doing business as the
Coastal Telephone Company and will acquire the shares of common stock and
warrants in connection with our acquisition of Coastal. We expect to complete
our acquisition of Coastal during the second quarter of 1999.
                           -------------------------
 
     THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. PLEASE CAREFULLY CONSIDER
THE "RISK FACTORS" BEGINNING ON PAGE 3 OF THIS PROSPECTUS.
                           -------------------------
 
     The shares of common stock offered in this prospectus will be sold through
public or private transactions, on or off the Nasdaq National Market, at
prevailing market prices, or at privately negotiated prices. We will not receive
any of the proceeds from the sale of these shares.
 
     Our principal executive offices are located at 1122 Capital of Texas
Highway South, Austin, Texas 78746-6426, and our telephone number is (512)
328-1112. Our web site is located at www.ixc-comm.com. Information contained in
our web site is not part of this prospectus.
                           -------------------------
 
     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
                           -------------------------
 
The date of this Prospectus is                      , 1999
 
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>   3
 
                               TABLE OF CONTENTS
 
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Risk Factors................................................    3
The Company.................................................   19
Use of Proceeds.............................................   19
Selling Stockholders........................................   19
Plan of Distribution........................................   21
Legal Matters...............................................   23
Experts.....................................................   23
Where You Can Find More Information.........................   24
</TABLE>
 
                                        2
<PAGE>   4
 
                                  RISK FACTORS
 
     An investment in the shares of common stock offered by this prospectus
involves a high degree of risk. You should carefully review the following risk
factors as well as the other information set forth in this prospectus before
making an investment.
 
     Some of the information in this prospectus or incorporated by reference in
this prospectus contains forward-looking statements that involve substantial
risks and uncertainties. You can identify these statements by forward-looking
words such as "may," "will," "expect," "anticipate," "believe," "estimate" and
"continue" or similar words. You should read statements that contain these words
carefully because they:
 
     - discuss our future expectations;
 
     - contain projections of our future operating results or of our future
       financial condition; and/or
 
     - state other "forward-looking" information.
 
     We believe it is important to communicate our expectations to our
investors. There may be events in the future, however, that we are not
accurately able to predict or over which we have no control. The risk factors
listed in this section, as well as any cautionary language in this prospectus,
provide examples of risks, uncertainties and events that may cause our actual
results to differ materially from the expectations we describe in our
forward-looking statements. Before you invest in our common stock, you should be
aware that the occurrence of any of the events described in these risk factors
and elsewhere in this prospectus could have a material adverse effect on our
business, financial condition and operating results and that upon the occurrence
of any of these events, the trading price of our common stock could decline and
you could lose all or part of your investment.
 
NEGATIVE CASH FLOW AND CAPITAL REQUIREMENTS
 
Significant Amount of Capital Expenditures Required in our Business
 
     Our capital expenditures were $476.4 million and our interest cost
including capitalized interest was $47.9 million in 1998. Our earnings before
interest, taxes, depreciation and amortization, or EBITDA, were $90.7 million in
1998. Our cash flow from operating activities was $202.3 million and our net
loss was $162.5 million in 1998. We expect to make capital expenditures of over
$600 million during 1999 and substantial amounts thereafter. We expect to meet
the cash requirements of our capital expenditures from:
 
     - cash on hand;
 
     - cash flow from fiber sales and operations;
 
     - borrowings under our $600 million credit facility;
 
     - additional equity issuances and/or debt financings; and
 
     - vendor financing, if available.
 
     We expect to incur significant additional debt to fund our capital
expenditures and expand our business. In addition, we have the ability to sell
or borrow against our marketable securities, including our investment in the
common stock of PSINet, Inc.
 
                                        3
<PAGE>   5
 
Among other factors, cost-saving arrangements, increases or decreases in traffic
on our network, and unexpected costs, delays or advances in the timing of
capital expenditures may cause capital expenditures to vary materially from what
we expect.
 
     Our ability to make capital expenditures depends in part on:
 
     - completing our network expansion as scheduled;
 
     - satisfying our fiber sale obligations;
 
     - entering into cost-saving arrangements with carriers or other large users
       of fiber capacity;
 
     - meeting financial covenants to allow borrowing under our bank credit
       line;
 
     - otherwise raising significant capital; and/or
 
     - increasing cash flow.
 
     Our failure to accomplish any of these may significantly delay or prevent
capital expenditures. If we are unable to make our capital expenditures as
planned, our business may grow slower than expected. This would have a material
adverse effect on our business, financial condition and results of operations
and the value of our common stock.
 
Insufficient Cash Flow from Operations
 
     We need cash to meet the operating expenses of our long distance switched
services and data/Internet businesses. These services are processed through
digital switches and delivered over long-haul circuits and other transmission
facilities. To offer long distance switched services, we installed switches and
connected them to our network and to the local exchange carriers or LECs, who
provide local telephone services. We acquired new software and hired personnel
to establish a national switched network. Our long distance switched services
business did not generate sufficient gross margins to cover the operating
expenses required to support this business. Our goals for continued gross margin
improvement include:
 
     - obtaining traffic that meets our profitability requirements and aligns
       with our current and planned network;
 
     - identifying new high-value products and customers with large capacity
       requirements;
 
     - identifying Internet, intranet and data traffic opportunities; and
 
     - identifying joint venture and acquisition candidates to increase the flow
       and mix of traffic on our network and increase our global reach.
 
     We cannot guarantee that we will be able to generate sufficient gross
margins in the long distance switched services business in the future. For a
discussion of important factors that could cause the failure of our long
distance switched services business to generate sufficient gross margin, see
"-- Development Risks and Dependence on Long Distance Switched Services
Business."
 
                                        4
<PAGE>   6
 
Significant Amount of Interest and Dividend Payments
 
     We currently make interest payments on our 9% Senior Subordinated Notes of
which there is $450 million in principal outstanding. We also make interest and
principal payments under a $28 million secured equipment financing facility with
NTFC Capital Corporation and Export Development Corporation of which $23.8
million was outstanding at December 31, 1998. In addition, we also make interest
payments on a $600 million credit agreement with institutional lenders of which
$200 million was borrowed at December 31, 1998. We will also have payments due
for other debts we may incur. Dividends on our 7 1/4% Convertible Preferred
Stock are payable quarterly in cash, except that such dividends may be paid in
additional shares of the same stock in certain limited instances. Dividends on
our 12 1/2% Exchangeable Preferred Stock are payable in cash except that such
dividends may be paid in additional shares of the same stock on or before
February 15, 2001. Dividends on our 6 3/4% Convertible Preferred Stock are
payable quarterly in cash, except that we may pay dividends using shares of
common stock if we are prohibited from paying dividends in cash under the terms
of our debt agreements. Our ability to meet our debt and dividend obligations
and to obtain additional funding could be impaired by the following factors:
 
     - delays in our network expansion;
 
     - larger than anticipated capital expenditures for our network; and
 
     - continued negative cash flow from the long distance switched services
       business.
 
     Any of these factors would have a material adverse effect on our business,
financial condition and results of operations since we might not have sufficient
cash to make these payments when required. See "-- Risks Relating to the Network
Expansion and Acquiring Rights-of-Way and Permits," and "-- Development Risks
and Dependence on Long Distance Switched Services Business."
 
     We may have to curtail or delay our planned network expansion if we are
unable to obtain financing on acceptable terms, complete our existing fiber
sales, or sell additional equity and/or debt securities. Furthermore, we may be
required to obtain the consent of, or repay, our debtholders before acquiring
additional debt. Our failure to obtain additional financing or the decision to
cut back or delay our network expansion could have a material adverse effect on
our business, financial condition and results of operations and the value of our
common stock.
 
     The cash requirements described above do not include any cash that may be
required for acquisitions we may make. We will be required to pay $62.5 million
in cash to complete our acquisition of Coastal. See "-- Growth Through
Acquisitions; Integration of Acquired Businesses."
 
SUBSTANTIAL INDEBTEDNESS AND ABILITY TO SERVICE DEBT
 
     We have a substantial amount of debt. As of December 31, 1998, we had
approximately $679.0 million of long-term debt and capital lease obligations
principally consisting of the 9% Senior Subordinated Notes and $200 million
borrowed under our $600 million credit agreement.
 
     Under our credit facility with several institutional lenders, we may, if
certain conditions are met, borrow up to $600 million of which $200 million has
been borrowed as of December 31, 1998. We are in discussions with various
investment bankers, vendors and lending institutions regarding additional debt
financing transactions. If we complete additional debt financing transactions,
or if we exchange our 12 1/2% Exchangeable Preferred
 
                                        5
<PAGE>   7
 
Stock for 12 1/2% Subordinated Exchange Debentures, as allowed under our charter
documents, our level of debt will increase even further.
 
     Our large amount of indebtedness could significantly impact the holders of
our common stock and our other securities, due to the following:
 
     - All or most of our cash flow from operations could be needed to meet our
       debt obligations and would not be available for use in our business.
 
     - We could be more vulnerable if there is a downturn in our business or in
       general economic conditions or if interest rates increase.
 
     - Our ability to obtain additional financing for working capital, capital
       expenditures or other reasons may be limited.
 
     - We may be at a competitive disadvantage with our competitors who are not
       as highly leveraged.
 
     Our ability to satisfy our debt obligations depends on our future operating
performance and our ability to obtain additional debt or equity financing.
Economic conditions and financial, business and other factors, many of which are
beyond our control, will affect our ability to make these payments. If we are
unable to generate sufficient cash from operations to make the scheduled
payments on our 9% Senior Subordinated Notes or meet our other obligations, we
will need to refinance or obtain additional financing. We cannot assure you that
our cash flow from operations will be sufficient to meet our debt obligations as
they become due or that we will be able to satisfy the dividend and redemption
requirements of our preferred stock for the next several years. If we do not
substantially improve our operating results, we could face significant liquidity
problems which would require us to raise additional capital by issuing debt or
equity securities. We cannot assure you that we will be successful in obtaining
such financing.
 
RECENT AND EXPECTED LOSSES
 
     We reported a net loss of $162.5 million for the year ended December 31,
1998 and a net loss of $99.2 million for the year ended December 31, 1997. These
net losses may continue. During the remainder of 1999 and thereafter, our
ability to generate operating income, EBITDA and net income will depend largely
on demand for the private line circuits constructed in our network expansion and
the success of our long distance switched services and data services. We cannot
assure you that we will be profitable in the future. Failure to accomplish these
goals will impair our ability to:
 
     - meet our obligations under the 9% Senior Subordinated Notes, our $600
       million credit facility, or other indebtedness;
 
     - pay dividends on our preferred stock; or
 
     - raise additional equity or debt financing needed to expand our network or
       for other reasons.
 
     These events could have a material adverse effect on our business,
financial condition and results of operations and the value of our common stock.
 
                                        6
<PAGE>   8
 
RISKS RELATING TO THE NETWORK EXPANSION AND ACQUIRING RIGHTS-OF-WAY AND PERMITS
 
     Our continuing network expansion is an essential element of our future
success. In the past, we have experienced delays in constructing our network and
may experience similar delays in the future. These delays have prevented us from
transferring long distance traffic from leased facilities to our facilities. We
have substantial existing commitments to purchase materials and labor for
expanding our network. In addition, we will need to obtain additional materials
and labor that may cost more than anticipated. Some sections of our network are
constructed by other carriers or their contractors pursuant to cost-saving
arrangements. One type of cost-saving arrangement is where another carrier
constructs a route and includes additional fibers for our use. We cannot
guarantee that these third parties will complete their work according to
schedule. If any delays prevent or slow down our network expansion our financial
results and the value of our securities would be materially and adversely
effected.
 
     The expansion of our network depends, among other things, on acquiring
rights-of-way and required permits from railroads, utilities and governmental
authorities on satisfactory terms and conditions and on financing such
expansion, acquisition and construction. In addition, after our network is
completed and required rights and permits are obtained, we cannot guarantee that
we will be able to maintain all of the existing rights and permits. If we fail
to obtain rights and permits or we lose a substantial number of rights and
permits our financial results would suffer which could have a material adverse
effect on our business, financial condition and results of operation and the
value of our common stock.
 
RISK OF NETWORK FAILURE
 
     To successfully market our services to business and government users, our
network must have sufficient capacity and be reliable and secure. Our network
and other companies' networks that we use can sometimes experience physical
damage, power loss, capacity limitations, software defects, breaches of security
(by computer virus, break-ins or otherwise) and other disruptions. All of these
hazards may cause interruptions in service or reduced capacity for customers.
Poor service due to interruptions or reduced capacity could negatively impact
our business, financial condition and results of operations and the value of our
common stock.
 
PRICING PRESSURES DUE TO INDUSTRY OVER-CAPACITY
 
     The long distance transmission industry has generally been characterized by
over-capacity and declining prices since shortly after the AT&T break-up in
1984. We believe that in the last several years, increased demand has somewhat
reduced the excess capacity and as a result, reduced competition in pricing.
However, we anticipate that our prices will continue to decline over the next
several years because of new competition. Other long distance carriers (new and
existing) are expanding their capacity and may construct new fiber optic and
other long distance transmission networks. As a result of the recent mergers,
companies such as MCIWorldCom, Inc. and Qwest Communications International Inc.
have become stronger competitors with larger networks and greater capacity. In
addition, the Williams Companies, Inc. has announced that it is accelerating the
expansion of its national fiber optic network with a $2.7 billion investment to
create a 32,000 mile system by the end of 2000. There can be significant
barriers to building a fiber optic network for companies entering the long
distance business, including substantial construc-
 
                                        7
<PAGE>   9
 
tion costs, the difficulty and expense of securing rights-of-way, establishing
and maintaining a sufficient customer base, recruiting and retaining personnel
and maintaining a reliable network. We believe that although some new entrants
face these barriers, others (such as Qwest, utility companies or railroads which
already have significant rights-of-way) may not experience some or any of these
difficulties. For example, Level 3 Communications, Inc. has announced it is
constructing a 15,000 mile fiber optic communications network using Internet
technology, with completion expected in the first quarter of 2001.
 
     Not only are our competitors expanding existing networks and building new
networks, these networks will have greater capacity. Because the cost of fiber
is a relatively small portion of the cost of building new transmission lines,
companies building such lines are likely to install fiber that provides far more
transmission capacity than will be needed over the short or medium term.
Further, recent technological advances have shown the potential to greatly
expand the capacity of existing and new fiber optic cable. Although such
technological advances may enable us to increase our network's capacity, an
increase in our competitors' capacity could adversely affect our business. If
overall capacity in the industry exceeds demand in general or along any of our
routes, severe additional pricing pressure could develop. Certain industry
observers have predicted that, within a few years, there may be dramatic and
substantial price reductions and that long distance calls will not be much more
expensive than local calls. In addition, several companies (including AT&T and
ICG Communications, Inc.) have announced plans to offer long distance voice
telephony over the Internet at substantially reduced prices. Price reductions
could have a negative and material impact on our business and the value of our
common stock.
 
DEVELOPMENT RISKS AND DEPENDENCE ON LONG DISTANCE SWITCHED SERVICES BUSINESS
 
     Our success in the long distance switched services business depends on
generating significant customer traffic, managing an efficient switched long
distance network, providing reliable customer service and completing our network
expansion on schedule. We have only been managing a switched long distance
network since 1996 and we cannot assure you that this segment of our business
can generate significant gross profits. Our failure to accomplish any of our
objectives would have a material adverse effect on our results of operations.
Our long distance switched services business requires cash to meet its operating
expenses and has generated low gross margins since 1998 due to access costs and
uneven traffic patterns creating high network overflow costs. These gross
margins are too low to fund the operating costs supporting the switched services
business.
 
     Access charges are the fees paid by long distance carriers to LECs for
originating and terminating long distance calls on their local networks. In
1998, the Federal Communications Commission or the FCC mandated a new rate
structure for access charges in which a fixed charge was instituted for
connections to the LECs' serving wire centers (direct trunk transport charge).
This charge was in addition to the existing unitary charge assessed on a minutes
of use basis. Large carriers who connect directly to the LECs' local end office
facilities are able to avoid a large portion of the direct trunk transport
charge, and therefore, benefit from the new access structure. Connection to
local end office facilities is economically justifiable only where there are
large minute of use volumes. Because our volumes do not justify as many direct
local office connections as do the volumes of larger carriers, we may be at a
cost disadvantage, versus our larger competitors.
 
                                        8
<PAGE>   10
 
     We seek to improve the gross margins generated by our long distance
switched services business by expanding our network, by increasing the number of
our end-user customers who are medium size businesses, and by increasing the
number of higher-value services we offer. Important factors, some of which are
beyond our control, which could cause the failure of our long distance switched
services business to generate higher gross margins include:
 
     - changes in reseller customers' businesses;
 
     - an inability to attract new customers or problems with transferring them
       to our network;
 
     - loss of existing customers;
 
     - problems operating the switched network;
 
     - customer billing issues;
 
     - credit and collection issues;
 
     - delays in expanding our network; and
 
     - increased expenses related to access charges and network overflow.
 
     Our long distance switched services business credit risk is substantially
greater than that for our private line business. This is because long distance
switched services customers are billed at the end of the month on the basis of
minutes of use and because many long distance switched services customers are
not as well capitalized as most of our private line customers.
 
RISKS INHERENT IN RAPID GROWTH
 
     Part of our business strategy is to grow quickly by expanding our long
distance switched services and data/Internet businesses through selective
acquisitions and expanding our network. In addition, we may grow by acquiring
resellers of long distance services, such as Coastal, Eclipse and Telecom One,
which we believe provide a strategic fit with our business and network. See
"-- Growth Through Acquisitions; Integration of Acquired Businesses." Rapid
growth has placed, and will continue to place, a significant and increasing
strain on our financial, management, technical, information and accounting
resources. See "-- Dependence on Billing, Customer Services and Information
Systems." Our continued rapid growth requires:
 
     - hiring and training new personnel;
 
     - satisfactory performance by our customer interface and billing systems;
 
     - developing and introducing new products; and
 
     - controlling our expenses.
 
     If we fail to satisfy these requirements, or otherwise manage our growth
effectively, our business and the value of our common stock would be materially
and adversely effected.
 
                                        9
<PAGE>   11
 
DEPENDENCE ON BILLING, CUSTOMER SERVICES AND INFORMATION SYSTEMS
 
     Sophisticated information and processing systems are vital to our growth
and our ability to monitor costs, bill customers, fill customer orders and
efficiently operate our business. In the past, we have produced billing and
information systems in-house with partial reliance on third-party vendors. These
systems have generally met our needs due in part to the low volume of customer
billing. As our long distance operation grows, the need for sophisticated
billing and information systems will significantly increase. As we integrated
Eclipse's operations, some billing system issues arose which increased our
customer turnover. These issues are being addressed and corrected. No assurance
can be given that these difficulties will be solved quickly or completely.
 
     The development and implementation of our future billing systems relies,
for the most part, on third party vendors delivering products and services. The
following could have a material adverse effect on our business, financial
condition and results of operations:
 
     - vendors failing to deliver proposed products and services in a timely and
       effective manner and at acceptable costs;
 
     - our failure to adequately identify all of our information and processing
       needs;
 
     - the failure of our related processing or information systems, including a
       failure to solve current difficulties; or
 
     - our failure to upgrade systems as necessary.
 
YEAR 2000 RISKS
 
     Some of our older computer programs identify years with two digits instead
of four. It is possible that some of our programs may recognize the Year 2000 as
the year 1900. These Year 2000 problems could result in a system failure or
miscalculations that disrupt operations, including a temporary inability to
process transactions, send invoices or engage in similar normal business
activities. We have identified the programs that will have to be modified or
replaced in order to function properly in the Year 2000 and thereafter. We
believe that the cost of modifying those systems that were not already scheduled
for replacement for business reasons before 2000 is immaterial. Updating the
current software to be Year 2000-compliant is scheduled to be completed by
mid-1999, before any anticipated impact on operating systems. We do not expect
Year 2000 problems to have a material adverse effect on our internal operations,
but it is possible that they could have a material adverse effect on our
customers, suppliers and other business partners and their ability to provide
service or accurate invoices for services and to accurately process payments. It
is also possible that Year 2000 problems could have a material adverse effect on
our customers and their ability to continue using our services, to collect from
their customers and to pay us for services. The cumulative effect of such
problems, if they occur, could negatively impact our business, financial
condition and results of operations and the value of our common stock.
 
GROWTH THROUGH ACQUISITIONS; INTEGRATION OF ACQUIRED BUSINESSES
 
     Part of our growth strategy includes the possible acquisition of
businesses, assets or securities of companies that we believe provide a
strategic fit with our business and our network. The success of our strategy is
dependent on our ability to identify suitable acquisition candidates, acquire
such companies on suitable terms and integrate their
 
                                       10
<PAGE>   12
 
operations with our operations. We may be unable to acquire other companies on
suitable terms or otherwise successfully expand our business and product
offerings through acquisitions. Moreover, other telecommunications companies are
actively competing for acquisition candidates, which may result in an increase
in the price of acquisition candidates. Risks commonly associated with
acquisitions include:
 
     - potential exposure to unknown liabilities of acquired companies;
 
     - difficulty and expense of integrating the operations, personnel, and
       billing systems of the companies;
 
     - potential disruption to our business;
 
     - potential diversion of management time and attention;
 
     - strained relationships with, and the possible loss of, key employees and
       customers of the acquired business;
 
     - increased amortization expense if an acquisition is accounted for as a
       purchase; and
 
     - dilution to our stockholders if the acquisition is made for stock.
 
     We continually review and evaluate acquisition candidates to complement and
expand our business, and are at various stages of evaluation and discussion with
a number of such candidates. We have not entered into a definitive purchase or
acquisition agreement for any acquisition candidate (other than Coastal) and
there is no assurance that we will complete a transaction with any of the
candidates with whom we are currently in negotiations. In addition, it is
possible that a substantial number of shares of our common stock or a
significant amount of cash could be used for one or more acquisitions. We
intend, when possible, to use our common stock to pay for all or a portion of
the purchase price for future acquisitions. Our ability to use our common stock
could be adversely affected if our common stock does not maintain sufficient
value, potential acquisition candidates are unwilling to accept our common stock
as consideration for the sale of their businesses, or we do not have a
sufficient number of authorized shares of common stock to effect such
acquisition.
 
     Any acquired businesses will need to be integrated with our existing
operations. This will entail, among other things, integration of switching,
transmission, technical, sales, marketing, billing, accounting, quality control,
management, personnel, payroll, regulatory compliance and other systems and
operating hardware and software, some or all of which may be incompatible with
our existing systems. We have limited expertise dealing with these problems. We
cannot assure you that services, technologies or businesses of acquired
companies will be effectively assimilated into our business or product offerings
or that they will contribute materially to our revenues or earnings. In
particular, transferring substantial amounts of additional traffic to our
network can cause service interruptions and integration problems. The risks
associated with acquisitions could have a material adverse effect on our
business, financial condition and results of operations and the value of our
securities.
 
RELIANCE ON MAJOR CUSTOMERS
 
     A relatively small number of customers account for a significant amount of
our total revenues. Our 10 largest customers in 1998 accounted for approximately
46.7% of our revenues. Our 10 largest customers in 1997 accounted for
approximately 49.2% of our revenues.
 
                                       11
<PAGE>   13
 
     Most of our arrangements with large customers do not provide any guarantees
that they will continue using our services at current levels. In addition, if
our customers build their own facilities, our competitors build additional
facilities or there are further consolidations in the telecommunications
industry involving our customers, then our customers could reduce or stop their
use of our services which could have a material adverse effect on our business,
financial condition, results of operations and the value of our common stock.
 
DEPENDENCE UPON SOLE AND LIMITED SOURCES OF SUPPLY
 
     We rely on other companies to supply key components of our network
infrastructure, including telecommunications services, network capacity and
switching and networking equipment. These components are available only from
sole or limited sources in the quantity and quality that we demand. We also
depend on LECs to provide telecommunications services and facilities. In the
past, we have experienced delays in receiving telecommunications services and
facilities, and we cannot be certain that we will be able to obtain such
services or facilities at an affordable cost, or at all in the future. If we can
not obtain such services or additional capacity on a timely basis or at an
affordable cost, our business, financial condition and results of operations
would be materially and adversely effected. We also depend on our suppliers for
products that comply with various Internet and telecommunications standards,
work with products from other vendors and correctly function in our network. If
our suppliers failed to provide such products, our business, financial condition
and results of operations would be materially and adversely affected.
 
COMPETITION
 
     The telecommunications industry is highly competitive. Many of our
competitors and potential competitors have far greater financial, personnel,
technical, marketing and other resources than we do. Many also have a more
extensive transmission network. These competitors may build additional fiber
capacity in the geographic areas that our network serves or in which we plan to
expand. Qwest, for example, is building a new nationwide long distance fiber
optic network and Frontier Corporation has agreed to pay $500 million to obtain
fibers in Qwest's network. In addition, MCIWorldCom and Qwest have each become
larger competitors of ours in connection with recent mergers. Furthermore,
Williams' announced network expansion and Level 3's proposed new network will
provide additional competition. Many telecommunications companies are acquiring
switches and our reseller customers will have more alternatives for meeting
their switched long distance services needs. We compete primarily on the basis
of pricing, availability, transmission quality, customer service (including the
capability of making rapid additions to add end users and access to end-user
traffic records) and variety of services. Our ability to compete effectively
depends on our ability to maintain high-quality services at prices generally
equal to or lower than those of our competitors.
 
     An alternative method of transmitting telecommunications traffic is through
satellite transmission. Satellite transmission is superior to fiber optic
transmission for distribution communications, like video broadcasting. Although
satellite transmission is not preferred to fiber optic transmission for voice
traffic in most parts of the United States because it exhibits an approximately
one-quarter-second delay, this slight time delay is unimportant for many
data-oriented uses. If the market for data transmission grows, we will compete
with satellite carriers in that market. Also, at least one satellite company has
announced its intention to provide Internet access services to businesses
through satellite technology.
 
                                       12
<PAGE>   14
 
     We compete with large and small facilities-based interexchange carriers as
well as with other coast-to-coast and regional fiber optic network providers. We
also sell long distance switched services to both facilities-based carriers and
non-facilities-based carriers (switchless resellers), competing with
facilities-based carriers such as AT&T, MCIWorldCom and Sprint, and certain
regional carriers. Our competition is based on such factors as price,
transmission quality, network reliability and customer service and support. Our
ability to compete effectively in our markets depends upon our ability to
maintain high quality services at prices equal to or less than those of our
competitors, many of whom have extensive experience in the long distance market.
In addition, the federal government enacted the Telecom Act, which allows the
regional Bell operating companies or RBOCs and others to enter the long distance
market. When RBOCs enter the long distance market, they may acquire, or take
substantial business from, our customers or us. We cannot assure you that we
will be able to compete successfully with existing competitors or new entrants
in our markets. Our failure to do so would have a material adverse effect on our
business, financial condition and results of operations and the value of our
common stock. See "-- Risks Related to Technological Change."
 
     On February 15, 1997, the United States Trade Representative designate
announced that an agreement had been reached with World Trade Organization
countries to open world telecommunications markets to competition. The
agreement, known as the WTO Basic Telecommunications Services Agreement or the
WTO Agreement, became effective on February 5, 1998. The WTO Agreement provides
U.S. companies with foreign market access for local, long distance, and
international services, either on a facilities basis or through resale of
existing network capacity. The WTO Agreement also provides that U.S. companies
can acquire, establish or hold a significant stake in telecommunications
companies around the world. Conversely, foreign companies will be permitted to
enter domestic U.S. telecommunications markets and acquire ownership interest in
U.S. companies. On June 4, 1997, the FCC initiated a rulemaking proceeding to
bring FCC policies and procedures into conformance with the WTO Agreement. On
November 26, 1997, the FCC released an order on foreign entry, although a
petition for reconsideration of the order is pending. While the outcome of the
petition for reconsideration cannot be predicted, foreign telecommunications
companies could also be significant new competitors to our customers or us.
 
DEVELOPMENT RISKS OF THE ATM-FRAME RELAY TRANSMISSION BUSINESS
 
     We began offering asynchronous transfer mode-frame relay or ATM-Frame Relay
and other data transmission services during the first quarter of 1997. Although
we have not yet generated significant revenues from this business, we believe
that Internet related services and data transmission services present a
promising opportunity for us. To succeed in providing these services, we must
compete with AT&T, Sprint, MCIWorldCom and other large competitors. In addition,
we expect that we will need to continue to upgrade our network (in advance of
related revenues) to be competitive. Providing Internet and data transmission
services involves technical issues with which we have limited experience. In
addition, these services must be successfully integrated with our existing
businesses. Unless we are able to successfully compete in providing these
services, we will not realize a return on our investment in data switches and
other equipment and we will not benefit from the growth, if any, in demand for
these services. A failure to successfully compete in Internet related services
and data transmission services could have a material adverse effect on our
business, financial condition and results of operations and the value of our
common stock.
 
                                       13
<PAGE>   15
 
RECENT LEGISLATION AND REGULATORY UNCERTAINTY
 
     Some of our operations are regulated by the FCC under the Communications
Act of 1934. In addition, some of our businesses are regulated by state public
utility or public service commissions. Regulatory or interpretive changes in
existing legislation or new legislation that affects our operations could have a
material adverse effect on our business, financial condition and results of
operations. In 1996 the federal government enacted the Telecommunications Act of
1996 or the Telecom Act, which, among other things, allows the RBOCs and others
to enter the long distance business. Entry of the RBOCs or other entities such
as electric utilities and cable television companies into the long distance
business may have a negative impact on our customers or us. We anticipate that
some entrants will be strong competitors because, among other reasons, they may:
 
     - be well capitalized;
 
     - already have substantial end-user customer bases; and/or
 
     - enjoy cost advantages relating to local loops and access charges.
 
     The addition of strong competitors into the switched long distance business
could have a material adverse effect on our business, financial condition,
results of operations and the value of our common stock.
 
     In July 1997, the United States Court of Appeals for the Eighth Circuit
invalidated key portions of the FCC's interconnection order, which the FCC
adopted to facilitate local exchange competition. On January 25, 1999, the
Supreme Court overturned the Eighth Circuit's ruling and reinstated most aspects
of the FCC's interconnection rules. The Supreme Court remanded to the FCC one
issue relating to interconnection, which will likely delay the further emergence
and development of local exchange competition. Consequently, neither our
customers nor we may benefit as quickly from the lower access costs that might
have resulted if competition in providing local access services was not delayed.
Further, the FCC issued orders relating to universal service funding by
interstate telecommunications carriers, and to the access charges we and our
customers are required to pay to LECs. The FCC's access charge reform order was
recently affirmed after a lengthy appeal. The FCC has since sought additional
comments on access charge reform, but the outcome of this and any future FCC
proceedings are impossible to predict. In addition, the Telecom Act provides
that state proceedings may, in certain instances, determine access charges that
our customers and we are required to pay to the LECs. These proceedings could
result in rate increases that could have a material adverse effect on our
customers and us.
 
     Some members of Congress are dissatisfied with the Telecom Act, and in
particular with the development of local exchange competition, RBOC re-entry
into in-region long distance markets and universal service funding. It is
possible that additional legislation will also be introduced to further amend
the Telecom Act. However, it is impossible to predict the scope or likelihood of
success of any possible further legislation, or the potential impact of any
possible further legislation.
 
RISKS RELATING TO MARCA-TEL
 
     Grupo Marca-Tel S.A. de C.V. or Marca-Tel has put further investment in new
fiber routes on hold and reduced its scope of operations, awaiting more suitable
regulatory and market conditions. At the present time, we do not anticipate
significant additional funding
 
                                       14
<PAGE>   16
 
to Progress International, LLC or Progress for investment in Marca-Tel until the
regulatory and market conditions in Mexico improve. We are not obligated to
continue to fund Progress or Marca-Tel. Our existing indentures and our $600
million credit facility contain significant limitations on the amount we may
invest in Marca-Tel and other non-majority owned entities. Although Marca-Tel
amended its credit agreement in February 1999 allowing it to defer certain
payments until June 1999, we cannot assure you that Marca-Tel will be able to
make payments at that time or at any time in the future. A default such as this
could result in the foreclosure of the creditor's security interest in all of
Marca-Tel's assets. If that occurs, our investment in Marca-Tel could be further
diluted or entirely lost.
 
POTENTIAL LIABILITY OF INTERNET ACCESS PROVIDERS
 
     We provide services to on-line service providers and Internet access
providers. We also own approximately 10.2 million shares of common stock of
PSINet, Inc., an Internet access provider. The law governing the liability of
on-line services providers and Internet access providers for information carried
on or disseminated through their networks is unsettled. Under the Telecom Act,
both civil and criminal penalties can be imposed for the use of interactive
computer services for the transmission of certain indecent or obscene
communications. However, some of these provisions were recently held
unconstitutional by the Supreme Court. Other provisions of the Communications
Decency Act have been challenged in court proceedings which are ongoing. In
addition, Congress recently passed the Child Online Protection Act, which
currently is subject to a temporary injunction. Nonetheless, many states have
adopted or are considering adopting similar requirements, and the
constitutionality of these state requirements remains unsettled. In addition,
several private lawsuits have been filed seeking to hold Internet access
providers accountable for information which they transmit. In one case, the
court ruled that an Internet access provider is not directly liable for copies
that are made and stored on its computer but may be held liable as a
contributing infringer where, with knowledge of the infringing activity, the
Internet access provider induces, causes or materially contributes to another
person's infringing conduct. As the law in this area develops, potential
imposition of liability on Internet access providers for information carried on
or disseminated through their networks could materially change the way they
conduct business. To avoid undue exposure to liability, Internet access
providers could be compelled to engage in burdensome investigation of subscriber
materials or even discontinue offering the service altogether.
 
                                       15
<PAGE>   17
 
RISKS RELATING TO SWITCHED SERVICES
 
     Switched services resellers account for a substantial portion of our long
distance switched services revenue. A substantial portion of revenue is derived
from a limited number of switched services resellers. Sales to switched services
resellers generate low margins for us. In addition, these customers frequently
choose to move their business to other carriers based solely on small price
changes and generally are perceived to have a high risk of payment delinquency
or non-payments. Our service credits and bad debt in the past have been as
follows:
 
<TABLE>
<CAPTION>
                                                  SERVICE CREDIT    PERCENT
                                                       AND            OF
                                                     BAD DEBT        TOTAL
                     PERIOD                       (IN MILLIONS)     REVENUE
                     ------                       --------------    -------
<S>                                               <C>               <C>
Year Ended 1996.................................      $ 6.3           2.2%
Year Ended 1997.................................      $20.8           4.0%
Year Ended 1998.................................      $55.1           8.2%
</TABLE>
 
     We seek to control service credits and bad debts by implementing procedures
to improve our billing accuracy and control our credit exposure. Any significant
increase in service credit and bad debt expense as a percentage of revenues
could have a material adverse effect on our business, financial condition and
results of operations.
 
RISKS RELATED TO TECHNOLOGICAL CHANGE
 
     The market for our telecommunications services is characterized by rapidly
changing technology, evolving industry standards, emerging competition and
frequent new product and service introductions. We cannot guarantee that we will
successfully identify new service opportunities and develop and bring new
services to market. There is also a risk that fundamental changes in the way
telecommunications services are marketed and delivered will occur. We assume
that technology such as ATM-Frame Relay protocols and using fiber optic or
copper-based telecommunications infrastructures will continue to be the primary
protocols and transport infrastructure for data communications services. Future
technological changes, including changes related to the emerging wireline and
wireless transmission and switching technologies, could have a material adverse
effect on our business, results of operations, and financial condition. Our
pursuit of necessary technological advances may require substantial time and
expense. We cannot be certain that we will succeed in adapting our
telecommunications services business to alternate access devices, conduits and
protocols.
 
     In addition, recent technological advances with the potential to greatly
expand the capacity of existing and new fiber optic cable, which could greatly
increase supply, could have a material adverse effect on our business, financial
condition, and results of operations and the value of our common stock.
 
STOCKHOLDER RIGHTS PLAN AND OTHER CHANGE IN CONTROL IMPEDIMENTS
 
     In September 1998, we adopted a stockholder rights agreement that permits
owners of our common stock to purchase shares of common stock at one-half of its
fair market value in limited instances. Each share of common stock is entitled
to one right. These rights are exercisable if a person or group acquires 20% or
more of our common stock or announces a tender offer for 20% or more of our
common stock. The rights are also exercisable if a stockholder currently holding
more than 20% of our outstanding stock acquires any
 
                                       16
<PAGE>   18
 
additional shares of our common stock. Our stockholder rights agreement may
prevent or deter acquisitions of more than 20% of our common stock and
ultimately an acquisition of IXC. In addition, certain covenants in our debt and
preferred securities may require us to offer to repurchase or adjust the
conversion price of such securities in the event of a change in control of IXC.
These covenants may prevent, deter or adversely affect the value of our common
stock in connection with an acquisition of IXC involving a change in control.
 
CONCENTRATED OWNERSHIP OF CONTROL GROUP
 
     At December 31, 1998, Trustees of General Electric Pension Trust
beneficially owned approximately 26.5% of our outstanding common stock, Grumman
Hill Investments, L.P., Richard D. Irwin and their affiliates together
beneficially owned approximately 9% of our outstanding common stock, and one
director, one executive officer and their affiliates beneficially owned
approximately 10.8% of our outstanding common stock. As a result, certain of
these stockholders, if they act with others so as to constitute a majority,
generally would be able to elect a majority of directors elected by the holders
of our common stock and exercise control over our business, policies and
affairs, and would have the power to approve or disapprove most actions
requiring stockholder approval without the approval of minority stockholders.
 
POSSIBLE VOLATILITY OF STOCK PRICE
 
     The market price of our common stock has fluctuated over a broad range
since the completion of our initial public offering in July 1996. The trading
price of our common stock is subject to wide fluctuations in response to
numerous factors including:
 
     - quarterly variations in our operating results or the operating results of
       our principal customers;
 
     - competition;
 
     - announcements of technological innovations or new products or pricing by
       us or our competitors;
 
     - product enhancements by us or our competitors;
 
     - regulatory changes;
 
     - any difference between actual results and results expected by investors
       and analysts; and
 
     - changes in financial estimates by securities analysts.
 
     In addition, the stock market has experienced volatility that has affected
the market prices of equity securities of many companies and that often has been
unrelated to the operating performance of such companies. These broad market
fluctuations may adversely affect the market price of our common stock.
 
                                       17
<PAGE>   19
 
FUTURE SALE OF OUR COMMON STOCK
 
     Future sales of our common stock could negatively impact the market price
of our common stock. Shares of our common stock that have not been previously
traded in the public market but may at some time be sold in the public market
include:
 
     - shares held by affiliates;
 
     - shares issued or to be issued in acquisitions;
 
     - shares issuable upon conversion of convertible preferred stock, including
       convertible preferred stock to be issued in the future; and
 
     - shares to be issued pursuant to stock options.
 
The aggregate number of such shares is much greater than the number of shares of
our common stock which have previously traded on the public market.
 
DILUTION
 
     Dilution refers to a decrease in the percentage ownership of interest of a
company that a share represents. Our stockholders may incur substantial dilution
of their holdings of our common stock as a result of the exercise of options or
conversion of preferred stock, including the following:
 
     - As of December 31, 1998, there were outstanding approximately 5.4 million
       shares of our common stock reserved for issuance pursuant to options
       granted under our stock plans, at a weighted average exercise price of
       $22.71 per share, subject to various vesting schedules;
 
     - Our 7 1/4% Convertible Preferred Stock is convertible into approximately
       4.6 million shares of our common stock as of December 31, 1998; and
 
     - Our 6 3/4% Convertible Preferred Stock is convertible into approximately
       2.1 million shares of our common stock as of December 31, 1998.
 
     Any exercise of options or conversion of our preferred stock may take place
at a time when we would be able to obtain funds from the sale of our common
stock at prices higher than the exercise price of the options or the conversion
price of our preferred stock, resulting in substantial dilution of our common
stock. See "-- Possible Volatility of Stock Price."
 
                                       18
<PAGE>   20
 
                                  THE COMPANY
 
     We are a leading provider of data and voice telecommunications transmission
services. We own and operate an advanced coast-to-coast digital communications
network that includes 9,300 fiber route miles of fiber optic transmission
facilities. Substantial additions to our network are under construction, and we
project our network to include approximately 16,400 fiber route miles by the end
of 1999. Our facilities also include nine long distance switches and 26
ATM-Frame Relay switches, which we are using to capitalize on the growing demand
for Internet and electronic data transfer services. Through a combination of our
facilities and the facilities of other carriers, we originate and terminate long
distance traffic in all 50 U.S. states, and terminate long distance traffic in
over 200 foreign countries. Revenue has grown rapidly, from $154.7 million in
1995 to $668.6 million in 1998.
 
     We have three principal segments of business. First, we lease dedicated
circuits, or private lines, to other companies for the transmission of voice and
data. Second, we provide long distance switched services by transmitting long
distance traffic through our switches. Finally, we are an Internet services and
backbone provider that also provides ATM-Frame Relay-based switched data
services.
 
     IXC Communications, Inc. was incorporated in the State of Delaware on July
27, 1992. Our principal executive offices are located at 1122 Capital of Texas
Highway South, Austin, Texas 78746-6426 and our telephone number is (512)
427-3700.
 
                                USE OF PROCEEDS
 
     All net proceeds from the sale of the shares of common stock covered by
this prospectus will go to the selling stockholders. We will not receive any
proceeds from the sale of common stock by the selling stockholders.
 
                              SELLING STOCKHOLDERS
 
     Each of the selling stockholders will acquire shares of our common stock
and warrants to purchase additional shares of our common stock, as indicated in
the table below, in connection with our acquisition of the limited liability
companies doing business as the Coastal Telephone Company, which is expected to
close during the second quarter of 1999. Each of the selling stockholders is an
owner of one or more of the Coastal limited liability companies. Lawrence
Bursten currently serves as Chairman of the Board and Andrew M. Bursten
currently serves as President of Coastal. Upon completion of the acquisition,
Andrew Bursten will become an executive officer of Eclipse Telecommunications,
Inc., one of our subsidiaries.
 
     The warrants to be acquired by the selling stockholders are exercisable for
three years from the issue date at an exercise price of the greater of $45.00
per share or the per share closing price of our common stock on the trading day
immediately preceding our acquisition of Coastal. The warrants provide no voting
rights and contain provisions for adjustment upon the occurrence of stock
dividends, stock splits or other similar events. Under the terms of the
acquisition agreement, we agreed to register for resale the shares of our common
stock to be issued in connection with the acquisition of Coastal and the
 
                                       19
<PAGE>   21
 
shares of our common stock issuable upon exercise of the warrants to be acquired
by the selling stockholders.
 
     The following table sets forth information with respect to the selling
stockholders and the shares of common stock that they may offer pursuant to this
prospectus. The selling stockholders may from time to time offer and sell any or
all of the shares pursuant to this prospectus. Some or all of the shares covered
by this prospectus may be offered from time to time on a delayed or continuing
basis by a selling stockholder. The selling stockholders include pledgees,
transferees, donees and others who may later hold the named selling
stockholders' shares. We may update, amend or supplement this prospectus from
time to time to update the disclosure set forth in this prospectus.
 
<TABLE>
<CAPTION>
                                               NUMBER OF SHARES                             NUMBER OF
                          NUMBER OF SHARES      OF COMMON STOCK       PERCENTAGE OF         SHARES OF      PERCENTAGE OF
                              OF COMMON           UNDERLYING          COMMON STOCK           COMMON           COMMON
                                STOCK          WARRANTS OFFERED      OWNED PRIOR TO           STOCK         STOCK OWNED
                          OFFERED PURSUANT        PURSUANT TO      ANY SALES PURSUANT      OWNED AFTER       AFTER THE
  SELLING STOCKHOLDER    TO THIS PROSPECTUS     THIS PROSPECTUS    TO THIS OFFERING(1)   THE OFFERING(2)     OFFERING
  -------------------    -------------------   -----------------   -------------------   ---------------   -------------
<S>                      <C>                   <C>                 <C>                   <C>               <C>
Lawrence Bursten
  Irrevocable Trust,
  u/a/d March 25,
  1975..................          [      ]          35,803                    []%               0                *
Riva Bursten 1994 Trust,
  u/a/d September 19,
  1994..................          [      ]          15,123                    *                 0                *
Andrew M. Bursten 1994
  Trust, u/a/d September
  19, 1994..............          [      ]          15,123                    *                 0                *
Andrew M. Bursten.......          [      ]           8,951                    *                 0                *
                           ---------------          ------
         Total..........   Up to 1,000,000          75,000
</TABLE>
 
- -------------------------
 *  Represents less than 1% of the outstanding shares of our common stock.
 
(1) This percentage includes shares issuable upon exercise of warrants.
 
(2) Assuming all shares of common stock offered by the selling stockholders are
    sold pursuant to this prospectus.
 
                                       20
<PAGE>   22
 
                              PLAN OF DISTRIBUTION
 
     We are registering the resale of the shares of our common stock on behalf
of the selling stockholders. As used herein, a selling stockholder includes
donees, transferees and pledgees selling shares received from a named selling
stockholder after the date of this prospectus. This prospectus may also be used
by transferees of the selling stockholders or by other persons acquiring shares,
including brokers who borrow the shares to settle short sales of shares of our
common stock. If any of the selling stockholders transfer any of their shares,
each transferee must agree to be bound by the same restrictions and limitations
that apply to the selling stockholders as described in this prospectus. We will
bear all costs, expenses and fees in connection with the registration of the
shares offered hereby. The selling stockholders will bear brokerage commissions
and any similar selling expenses associated with the sale of shares.
 
     The selling stockholders may offer their shares of our common stock at
various times in one or more of the following transactions:
 
     - on the Nasdaq National Market;
 
     - in the over-the-counter market;
 
     - in transactions other than on the Nasdaq National Market or in the
       over-the-counter market;
 
     - in connection with short sales of the shares of our common stock;
 
     - by pledge to secure debts and other obligations;
 
     - in a block trade in which a broker-dealer may resell a portion of the
       block, as principal, in order to facilitate the transaction;
 
     - in a purchase by a broker-dealer, as principal, and resale by the
       broker-dealer for its account;
 
     - in ordinary brokerage transactions and transactions in which a broker
       solicits purchasers;
 
     - in connection with the writing of non-traded and exchange-traded call
       options, in hedge transactions and in settlement of other transactions in
       standardized or over-the-counter options; or
 
     - in any combination of any of the above transactions.
 
     The selling stockholders have agreed not to sell, together and not
individually, on any given day without our consent more than 15% of the average
daily trading volume of our common stock during the most recently completed
calendar week prior to the date of sale unless they:
 
     - provide us with written notice prior to the sale; and
 
     - effectuate the sale using one or more of the following brokerage firms:
       Credit Suisse First Boston Corporation, Goldman Sachs & Co., Morgan
       Stanley & Co. Incorporated and/or Merrill Lynch, Pierce, Fenner & Smith
       Incorporated.
 
                                       21
<PAGE>   23
 
     In connection with hedging transactions, the selling stockholders may:
 
     - enter into transactions in which broker-dealers or other financial
       institutions may engage in short sales of our common stock in the course
       of hedging the positions they assume with the selling stockholders;
 
     - sell shares short themselves and redeliver such stock to close out their
       short positions;
 
     - loan or pledge the shares to a broker-dealer, who may sell the loaned
       stock or, in the event of default, sell the pledged stock; or
 
     - enter into options or other transactions with broker-dealers or other
       financial institutions, which require the delivery to such broker-dealer
       or other financial institution of the shares offered by this prospectus,
       which shares may be resold pursuant to this prospectus (as supplemented
       or amended to reflect such transaction).
 
     The selling stockholders may sell their shares at market prices prevailing
at the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices. Subject to the limitations described
above, the selling stockholders may use broker-dealers to sell their shares. If
this happens, broker-dealers will either receive discounts, commissions or
concessions from purchasers of shares for whom they acted as agents.
Broker-dealers engaged by the selling stockholders may allow other
broker-dealers to participate in resales.
 
     In connection with the closing of the Coastal acquisition, we will agree to
indemnify each selling stockholder against certain liabilities, including
liabilities arising under the Securities Act and the selling stockholders will
agree to indemnify us against certain liabilities, including liabilities arising
under the Securities Act.
 
     The selling stockholders and any broker-dealers that act in connection with
the sale of shares might be deemed to be underwriters within the meaning of
Section 2(11) of the Securities Act of 1933 or Securities Act, and any
commissions received by such broker-dealers and any profit on the resale of the
shares sold by them while acting as principals might be deemed to be
underwriting discounts or commissions under the Securities Act. Because the
selling stockholders may be deemed to be underwriters within the meaning of
Section 2(11) of the Securities Act, the selling stockholders will be subject to
the prospectus delivery requirements of the Securities Act. We have informed the
selling stockholders that the anti-manipulative provisions of Regulation M
promulgated under the Securities Exchange Act of 1934, as amended or Exchange
Act may apply to their sales in the market.
 
     In addition to selling shares of our common stock under this prospectus,
the selling stockholders may:
 
     - resell all or a portion of their shares in open market transactions in
       reliance upon Rule 144 under the Securities Act, provided they meet the
       criteria and conform to the requirements of Rule 144;
 
     - agree to indemnify any broker-dealer or agent against certain liabilities
       related to the selling of the common stock, including liabilities arising
       under the Securities Act; or
 
                                       22
<PAGE>   24
 
     - transfer their common stock in other ways not involving market makers or
       established trading markets, including directly by gift, distribution, or
       other transfer.
 
     Upon being notified by a selling stockholder that any material arrangement
has been entered into with a broker-dealer for the sale of shares through a
block trade, special offering, exchange distribution or secondary distribution
or a purchase by a broker or dealer, we will file a supplement to this
prospectus, if required, pursuant to Rule 424(b) under the Securities Act,
disclosing (i) the name of each such selling stockholder and of the
participating broker-dealer(s), (ii) the number of shares involved, (iii) the
price at which such shares were sold, (iv) the commissions paid or discounts or
concessions allowed to such broker-dealer(s), where applicable, and (v) other
facts material to the transaction. In addition, upon being notified by a selling
stockholder that a donee or pledgee intends to sell more than 500 shares, we
will file a supplement to this prospectus.
 
                                 LEGAL MATTERS
 
     The validity of the common stock offered hereby will be passed on for us by
Riordan & McKinzie, a Professional Corporation, Costa Mesa, California. Carl W.
McKinzie, one or our directors and stockholders, is also a stockholder of
Riordan & McKinzie. We have granted an option covering shares of our common
stock to another stockholder of Riordan & McKinzie. Also, other attorneys of
Riordan & McKinzie beneficially own additional shares of our common stock.
 
                                    EXPERTS
 
     Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements included in our 1998 Annual Report on Form 10-K, as set
forth in their report, which is incorporated by reference in this registration
statement and is based in part on the report of other independent auditors. Our
financial statements are incorporated by reference in reliance on Ernst & Young
LLP's report, given on their authority as experts in accounting and auditing.
 
     The consolidated financial statements of Network Long Distance, Inc. to the
extent and for the periods indicated in their report, have been audited by
Arthur Andersen LLP, independent public accountants. In their report, such firm
states that with respect to certain acquired entities, its opinion is based on
the reports of other independent accountants. The report has been incorporated
by reference herein in reliance upon the authority of such firm as experts in
accounting and auditing.
 
     The consolidated financial statements of National Teleservice, Inc., to the
extent and for the periods indicated in their report, have been audited by
Deloitte & Touche LLP, independent public accountants, as set forth in their
report, which is incorporated by reference herein. The report has been
incorporated by reference herein in reliance upon the authority of such firm as
experts in accounting and auditing.
 
     The consolidated financial statements of Marca-Tel to the extent and for
the periods indicated in their report have been audited by Arthur Andersen LLP,
independent public accountants, as set forth in their report, which report is
incorporated by reference herein. The report has been incorporated by reference
in this registration statement in reliance upon the authority of such firm as
experts in accounting and auditing.
 
                                       23
<PAGE>   25
 
                      WHERE YOU CAN FIND MORE INFORMATION
 
     Government Filings. We file annual, quarterly and special reports and other
information with the Securities and Exchange Commission. You may read and copy
any document we file at the SEC's public reference room at 450 Fifth Street,
N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Our SEC filings are also available to
you free of charge at the SEC's web site at http://www.sec.gov. Our web site can
be found at http://www.ixc-comm.com. Information contained in our web site is
not part of this prospectus.
 
     Stock Market. The common shares are traded on the Nasdaq National Market.
Materials filed by us can be inspected at the offices of the National
Association of Securities Dealers, Inc., Reports Section, 1735 K Street, N.W.,
Washington, D.C. 20006.
 
     Information Incorporated by Reference. The SEC allows us to "incorporate by
reference" the information we file with them, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this
prospectus, and information that we file later with the SEC will automatically
update and supersede previously filed information, including information
contained in this prospectus.
 
     We incorporate by reference the documents listed below and any future
filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 until this offering has been completed:
 
     - our Annual Report on Form 10-K for the year ended December 31, 1998;
 
     - our Current Reports on Form 8-K dated January 11, 1999, February 4, 1999
       and April 12, 1999;
 
     - the description of our common stock, which is contained in our
       registration statement filed on Form 8-A filed on June 3, 1996 as amended
       by Form 8-A/A filed on June 26, 1996.
 
     You may request free copies of these filings by writing or telephoning us
at the following address:
 
             Investor Relations Department
             IXC Communications, Inc.
             1122 Capital of Texas Highway South
             Austin, Texas 78746-6426
             (512) 328-1604
             email: [email protected]
 
     This prospectus is part of a registration statement we filed with the SEC.
You should rely only on the information or representations provided in this
prospectus. We have authorized no one to provide you with different information.
We are not making an offer of these securities in any state where the offer is
not permitted. You should not assume that the information in this prospectus is
accurate as of any date other than the date on the front of the document.
 
                                       24
<PAGE>   26
 
                                    PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
 
     The following is a statement of estimated expenses we will pay in
connection with the issuance and distribution of the securities being
registered.
 
<TABLE>
<CAPTION>
                        ITEM                            AMOUNT
                        ----                            -------
<S>                                                     <C>
SEC registration fee................................    $14,150
Printing fees.......................................     10,000
Legal fees..........................................     20,000
Accountants' fees...................................     20,000
Transfer agent fees.................................      1,000
Miscellaneous.......................................      4,850
                                                        -------
          Total.....................................    $70,000
                                                        =======
</TABLE>
 
     All of the above amounts, except for the SEC registration fee, have been
estimates.
 
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
     Section 145 of the Delaware General Corporation Law provides that a
Delaware corporation may indemnify any person against expenses, judgments, fines
and settlements actually and reasonably incurred by any such person in
connection with a threatened, pending or completed action, suit or proceeding in
which he is involved by reason of the fact that he is or was director, officer,
employee or agent of such corporation, provided that (i) he acted in good faith
and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation and (ii) with respect to any criminal action or
proceeding, he had no reasonable cause to believe his conduct was unlawful. If
the action or suit is by or in the name of the corporation, the corporation may
indemnify any such person against expense actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
may be made in respect to any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation for negligence or
misconduct in the performance of his duty to the corporation, unless and only to
the extent that the Delaware Court of Chancery or the court in which the action
or suit is brought determines upon application that, despite the adjudication of
liability but in view of all of the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expense as the court deems
proper.
 
     Our By-Laws provide for indemnification of our officers, directors,
employees and agents to the fullest extent permitted by the Delaware General
Corporation Law.
 
     In accordance with the Delaware General Corporation Law, our certificate of
incorporation, as amended and restated, limits the personal liability of our
directors for violations of their fiduciary duty. Our certificate of
incorporation eliminates each director's liability to us or to our stockholders
for monetary damages except (i) for any breach of the director's duty of loyalty
to us or to our stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
the
 
                                      II-1
<PAGE>   27
 
section of the Delaware law providing for liability of directors for unlawful
payment of dividends or unlawful stock purchases or redemptions, or (iv) for any
transaction from which a director derived any improper personal benefit. The
effect of this provision is to eliminate the personal liability of directors for
monetary damages for actions involving a breach of their fiduciary duty of care,
including any such actions involving gross negligence. This provision will not,
however, limit in any way the liability of directors for violations of the
Federal securities laws.
 
ITEM 16. EXHIBITS.
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                           DESCRIPTION
- -------                          -----------
<S>      <C>
 4.1     Indenture dated as of October 5, 1995, by and among IXC
         Communications, Inc., on its behalf and as
         successor-in-interest to I-Link Holdings, Inc. and IXC
         Carrier Group, Inc., each of IXC Carrier, Inc., on its
         behalf and as successor-in-interest to I-Link, Inc., CTI
         Investments, Inc., Texas Microwave Inc. and WTM Microwave
         Inc., Atlantic States Microwave Transmission Company,
         Central States Microwave Transmission Company, Telcom
         Engineering, Inc., on its behalf and as
         successor-in-interest to SWTT Company and Microwave Network,
         Inc., Tower Communication Systems Corp., West Texas
         Microwave Company, Western States Microwave Transmission
         Company, Rio Grande Transmission, Inc., IXC Long Distance,
         Inc., Link Net International, Inc. (collectively, the
         "Guarantors"), and IBJ Schroder Bank & Trust Company, as
         Trustee (the "Trustee"), with respect to the 12 1/2% Series
         A and Series B Senior Notes due 2005 (incorporated by
         reference to Exhibit 4.1 of IXC Communications, Inc.'s and
         each of the Guarantor's Registration Statement on Form S-4
         filed with the Commission on April 1, 1996 (File No.
         333-2936) (the "S-4")).
 4.2     Form of 12 1/2% Series A Senior Notes due 2005 (incorporated
         by reference to Exhibit 4.6 of the S-4).
 4.3     Form of 12 1/2% Series B Senior Notes due 2005 and
         Subsidiary Guarantee (incorporated by reference to Exhibit
         4.8 of IXC Communications, Inc.'s Amendment No. 1 to
         Registration Statement on Form S-1 filed with the Commission
         on June 13, 1996 (File No. 333-4061) (the "S-1 Amendment")).
 4.4     Amendment No. 1 to Indenture and Subsidiary Guarantee dated
         as of June 4, 1996, by and among IXC Communications, Inc.,
         the Guarantors and the Trustee (incorporated by reference to
         Exhibit 4.11 of the S-1 Amendment).
 4.5     Purchase Agreement dated as of March 25, 1997, by and among
         IXC Communications, Inc., Credit Suisse First Boston
         Corporation ("CS First Boston") and Dillon Read & Co. Inc.
         ("Dillon Read") (incorporated by reference to Exhibit 4.12
         of IXC Communications, Inc.'s Quarterly Report on Form 10-Q
         for the quarter ended March 31, 1997, filed with the
         Commission on May 15, 1997 (the "March 31, 1997 10-Q")).
 4.6     Registration Rights Agreement dated as of March 25, 1997, by
         and among IXC Communications, Inc., CS First Boston and
         Dillon Read (incorporated by reference to Exhibit 4.13 of
         the March 31, 1997 10-Q).
 4.7     Amendment to Registration Rights Agreement dated as of March
         25, 1997, by and between IXC Communications, Inc. and
         Trustees of General Electric Pension Trust (incorporated by
         reference to Exhibit 4.14 of the March 31, 1997 10-Q).
</TABLE>
 
                                      II-2
<PAGE>   28
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                           DESCRIPTION
- -------                          -----------
<S>      <C>
 4.8     Registration Rights Agreement dated as of July 8, 1997,
         among IXC Communications, Inc. and each of William G. Rodi,
         Gordon Hutchins, Jr. and William F. Linsmeier (incorporated
         by reference to Exhibit 4.15 of IXC Communications, Inc.'s
         Quarterly Report on Form 10-Q for the quarter ended June 30,
         1997, as filed with the Commission on August 6, 1997 (the
         "June 30, 1997 10-Q")).
 4.9     Registration Rights Agreement dated as of July 8, 1997,
         among IXC Communications, Inc. and each of William G. Rodi,
         Gordon Hutchins, Jr. and William F. Linsmeier (incorporated
         by reference to Exhibit 4.16 of the June 30, 1997 10-Q).
 4.10    Indenture dated as of August 15, 1997, between IXC
         Communications, Inc. and The Bank of New York (incorporated
         by reference to Exhibit 4.2 of IXC Communications, Inc.'s
         Current Report on Form 8-K dated August 20, 1997, and filed
         with the Commission on August 28, 1997 (the "8-K")).
 4.11    First Supplemental Indenture dated as of October 23, 1997,
         among IXC Communications, Inc., the Guarantors, IXC
         International, Inc. and IBJ Schroder Bank & Trust Company
         (incorporated by reference to Exhibit 4.13 of IXC
         Communications, Inc.'s Annual Report on Form 10-K for the
         year ended December 31, 1997, and filed with the Commission
         on March 16, 1998 (the "1997 10-K")).
 4.12    Second Supplemental Indenture dated as of December 22, 1997,
         among IXC Communications, Inc., the Guarantors, IXC Internet
         Services, Inc., IXC International, Inc. and IBJ Schroder
         Bank & Trust Company (incorporated by reference to Exhibit
         4.14 of the 1997 10-K).
 4.13    Third Supplemental Indenture dated as of January 6, 1998,
         among IXC Communications, Inc., the Guarantors, IXC Internet
         Services, Inc., IXC International, Inc. and IBJ Schroder
         Bank & Trust Company (incorporated by reference to Exhibit
         4.15 of the 1997 10-K).
 4.14    Fourth Supplemental Indenture dated as of April 3, 1998,
         among IXC Communications, Inc., the Guarantors, IXC Internet
         Services, Inc., IXC International, Inc., and IBJ Schroder
         Bank & Trust Company (incorporated by reference to Exhibit
         4.15 of IXC Communications, Inc.'s Registration Statement on
         Form S-3 filed with the Commission on May 12, 1998 (File No.
         333-52433)).
 4.15    Purchase Agreement dated as of March 25, 1998, among IXC
         Communications, Inc., Goldman Sachs & Co. ("Goldman"), CS
         First Boston, Merrill Lynch, Pierce, Fenner & Smith
         Incorporated ("Merrill") and Morgan Stanley & Co.
         Incorporated ("Morgan Stanley") (incorporated by reference
         to Exhibit 4.1 IXC Communications, Inc.'s Current Report on
         Form 8-K dated March 30, 1998, and filed with the Commission
         on April 7, 1998 (the "April 7, 1998 8-K")).
 4.16    Registration Rights Agreement dated as of March 30, 1998,
         among IXC Communications, Inc., Goldman, CS First Boston,
         Merrill and Morgan Stanley (incorporated by reference to
         Exhibit 4.2 of the April 7, 1998 8-K).
 4.17    Deposit Agreement dated as of March 30, 1998, between IXC
         Communications, Inc. and BankBoston N.A. (incorporated by
         reference from Exhibit 4.3 of the April 7, 1998 8-K).
</TABLE>
 
                                      II-3
<PAGE>   29
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                           DESCRIPTION
- -------                          -----------
<S>      <C>
 4.18    Purchase Agreement dated as of April 16, 1998, by and among
         IXC Communications, Inc., CS First Boston, Merrill, Morgan
         Stanley and Nationsbanc Montgomery Securities LLC
         (incorporated by reference to Exhibit 4.1 of IXC
         Communications, Inc.'s Current Report on Form 8-K dated
         April 21, 1998, and filed with the Commission on April 22,
         1998 (the "April 22, 1998 8-K").
 4.19    Registration Rights Agreement dated as of April 16, 1998, by
         and among IXC Communications, Inc., Credit Suisse First
         Boston Corporation, Merrill, Morgan Stanley and Nationsbanc
         Montgomery Securities LLC (incorporated by reference to
         Exhibit 4.2 of the April 22, 1998 8-K).
 4.20    Indenture dated as of April 21, 1998, between IXC
         Communications, Inc. and IBJ Schroder Bank & Trust Company,
         as Trustee (incorporated by reference to Exhibit 4.3 of the
         April 22, 1998 8-K).
 4.21    Rights Agreement dated as of September 9, 1998, between IXC
         Communications, Inc. and U.S. Stock Transfer Corporation
         (incorporated by reference to Exhibit 4.1 of IXC
         Communications, Inc.'s Form 8-K dated September 8, 1998 and
         filed with Commission on September 11, 1998).
 4.22+   Form of Registration Rights Agreement among IXC
         Communications, Inc. and the selling stockholders.
 4.23+   Form of Warrant for each of the selling stockholders.
 4.24    Restated Certificate of Incorporation of IXC Communications,
         Inc., as amended (incorporated by reference to Exhibit 3.1
         of the IXC Communications, Inc.'s Quarterly Report Form 10-Q
         for the quarter ended September 30, 1998 filed with the
         Commission on November 16, 1998).
 4.25    Bylaws of IXC Communications, Inc., as amended (incorporated
         by reference to Exhibit 3.2 of the 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).
 5.1+    Opinion of Riordan & McKinzie, a Professional Law
         Corporation.
23.1+    Consent of Ernst & Young LLP.
23.2+    Consent of Arthur Andersen LLP.
23.3+    Consent of Deloitte & Touche LLP.
23.4+    Consent of Arthur Andersen LLP.
23.5+    Consent of Riordan & McKinzie (included in Exhibit 5.1).
24.1+    Powers of Attorney (included on the signature page).
</TABLE>
 
- -------------------------
+ Filed herewith.
 
ITEM 17. UNDERTAKINGS.
 
     The undersigned registrant hereby undertakes:
 
          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:
 
             (i) To include any prospectus required by Section 10(a)(3) of the
        Securities Act;
 
             (ii) To reflect in the prospectus any facts or events arising after
        the effective date of the registration statement (or the most recent
        post-effective amendment
                                      II-4
<PAGE>   30
 
        thereof) which, individually or in the aggregate, represent a
        fundamental change in the information set forth in the registration
        statement;
 
             (iii) To include any material information with respect to the plan
        of distribution not previously disclosed in the registration statement
        or any material change to such information in the registration
        statement.
 
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
 
          (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.
 
          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.
 
          (4) That, for purposes of determining any liability under the
     Securities Act, each filing of the registrant's annual report pursuant to
     Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
     where applicable, each filing of an employee benefit plan's annual report
     pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
     incorporated by reference in the registration statement shall be deemed to
     be a new registration statement relating to the securities offered therein,
     and the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.
 
     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
 
                                      II-5
<PAGE>   31
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Austin, State of Texas on April 14, 1999.
 
                                          IXC COMMUNICATIONS, INC.
 
                                          By: /s/ JAMES F. GUTHRIE
                                             -----------------------------------
                                              James F. Guthrie
                                              Executive Vice President and
                                              Chief Financial Officer
 
Dated: April 14, 1999
 
                               POWERS OF ATTORNEY
 
     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Benjamin L. Scott, President, Chairman of the
Board and Chief Executive Officer of IXC Communications, Inc. and Jeffrey C.
Smith, Senior Vice President, General Counsel and Secretary of IXC
Communications, Inc., and each of them his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities (unless revoked in writing), to
sign any and all amendments to this Registration Statement, including any
post-effective amendments as well as any related registration statement (or
amendment thereto) filed in reliance upon Rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
 
     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
 
<TABLE>
<CAPTION>
                  SIGNATURE                               TITLE                   DATE
                  ---------                               -----                   ----
<S>                                            <C>                           <C>
            /s/ BENJAMIN L. SCOTT               President, Chief Executive   April 14, 1999
- ---------------------------------------------  Officer and Chairman of the
              Benjamin L. Scott                 Board (Principal Executive
                                                         Officer)
</TABLE>
 
                                      II-6
<PAGE>   32
 
<TABLE>
<CAPTION>
                  SIGNATURE                               TITLE                   DATE
                  ---------                               -----                   ----
<S>                                            <C>                           <C>
            /s/ JAMES F. GUTHRIE               Executive Vice President and  April 14, 1999
- ---------------------------------------------    Chief Financial Officer
              James F. Guthrie                   (Principal Financial and
                                                   Accounting Officer)
 
             /s/ RALPH J. SWETT                          Director            April 14, 1999
- ---------------------------------------------
               Ralph J. Swett
 
            /s/ RICHARD D. IRWIN                         Director            April 14, 1999
- ---------------------------------------------
              Richard D. Irwin
 
             /s/ WOLFE H. BRAGIN                         Director            April 14, 1999
- ---------------------------------------------
               Wolfe H. Bragin
 
            /s/ CARL W. MCKINZIE                         Director            April 14, 1999
- ---------------------------------------------
              Carl W. McKinzie
 
           /s/ PHILLIP L. WILLIAMS                       Director            April 14, 1999
- ---------------------------------------------
             Phillip L. Williams
 
               /s/ JOE C. CULP                           Director            April 14, 1999
- ---------------------------------------------
                 Joe C. Culp
</TABLE>
 
                                      II-7
<PAGE>   33
 
                                 EXHIBIT INDEX
 
ITEM 16. EXHIBITS.
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                           DESCRIPTION
- -------                          -----------
<S>      <C>
 4.1     Indenture dated as of October 5, 1995, by and among IXC
         Communications, Inc., on its behalf and as
         successor-in-interest to I-Link Holdings, Inc. and IXC
         Carrier Group, Inc., each of IXC Carrier, Inc., on its
         behalf and as successor-in-interest to I-Link, Inc., CTI
         Investments, Inc., Texas Microwave Inc. and WTM Microwave
         Inc., Atlantic States Microwave Transmission Company,
         Central States Microwave Transmission Company, Telcom
         Engineering, Inc., on its behalf and as
         successor-in-interest to SWTT Company and Microwave Network,
         Inc., Tower Communication Systems Corp., West Texas
         Microwave Company, Western States Microwave Transmission
         Company, Rio Grande Transmission, Inc., IXC Long Distance,
         Inc., Link Net International, Inc. (collectively, the
         "Guarantors"), and IBJ Schroder Bank & Trust Company, as
         Trustee (the "Trustee"), with respect to the 12 1/2% Series
         A and Series B Senior Notes due 2005 (incorporated by
         reference to Exhibit 4.1 of IXC Communications, Inc.'s and
         each of the Guarantor's Registration Statement on Form S-4
         filed with the Commission on April 1, 1996 (File No.
         333-2936) (the "S-4")).
 4.2     Form of 12 1/2% Series A Senior Notes due 2005 (incorporated
         by reference to Exhibit 4.6 of the S-4).
 4.3     Form of 12 1/2% Series B Senior Notes due 2005 and
         Subsidiary Guarantee (incorporated by reference to Exhibit
         4.8 of IXC Communications, Inc.'s Amendment No. 1 to
         Registration Statement on Form S-1 filed with the Commission
         on June 13, 1996 (File No. 333-4061) (the "S-1 Amendment")).
 4.4     Amendment No. 1 to Indenture and Subsidiary Guarantee dated
         as of June 4, 1996, by and among IXC Communications, Inc.,
         the Guarantors and the Trustee (incorporated by reference to
         Exhibit 4.11 of the S-1 Amendment).
 4.5     Purchase Agreement dated as of March 25, 1997, by and among
         IXC Communications, Inc., Credit Suisse First Boston
         Corporation ("CS First Boston") and Dillon Read & Co. Inc.
         ("Dillon Read") (incorporated by reference to Exhibit 4.12
         of IXC Communications, Inc.'s Quarterly Report on Form 10-Q
         for the quarter ended March 31, 1997, filed with the
         Commission on May 15, 1997 (the "March 31, 1997 10-Q")).
 4.6     Registration Rights Agreement dated as of March 25, 1997, by
         and among IXC Communications, Inc., CS First Boston and
         Dillon Read (incorporated by reference to Exhibit 4.13 of
         the March 31, 1997 10-Q).
 4.7     Amendment to Registration Rights Agreement dated as of March
         25, 1997, by and between IXC Communications, Inc. and
         Trustees of General Electric Pension Trust (incorporated by
         reference to Exhibit 4.14 of the March 31, 1997 10-Q).
 4.8     Registration Rights Agreement dated as of July 8, 1997,
         among IXC Communications, Inc. and each of William G. Rodi,
         Gordon Hutchins, Jr. and William F. Linsmeier (incorporated
         by reference to Exhibit 4.15 of IXC Communications, Inc.'s
         Quarterly Report on Form 10-Q for the quarter ended June 30,
         1997, as filed with the Commission on August 6, 1997 (the
         "June 30, 1997 10-Q")).
</TABLE>
<PAGE>   34
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                           DESCRIPTION
- -------                          -----------
<S>      <C>
 4.9     Registration Rights Agreement dated as of July 8, 1997,
         among IXC Communications, Inc. and each of William G. Rodi,
         Gordon Hutchins, Jr. and William F. Linsmeier (incorporated
         by reference to Exhibit 4.16 of the June 30, 1997 10-Q).
 4.10    Indenture dated as of August 15, 1997, between IXC
         Communications, Inc. and The Bank of New York (incorporated
         by reference to Exhibit 4.2 of IXC Communications, Inc.'s
         Current Report on Form 8-K dated August 20, 1997, and filed
         with the Commission on August 28, 1997 (the "8-K")).
 4.11    First Supplemental Indenture dated as of October 23, 1997,
         among IXC Communications, Inc., the Guarantors, IXC
         International, Inc. and IBJ Schroder Bank & Trust Company
         (incorporated by reference to Exhibit 4.13 of IXC
         Communications, Inc.'s Annual Report on Form 10-K for the
         year ended December 31, 1997, and filed with the Commission
         on March 16, 1998 (the "1997 10-K")).
 4.12    Second Supplemental Indenture dated as of December 22, 1997,
         among IXC Communications, Inc., the Guarantors, IXC Internet
         Services, Inc., IXC International, Inc. and IBJ Schroder
         Bank & Trust Company (incorporated by reference to Exhibit
         4.14 of the 1997 10-K).
 4.13    Third Supplemental Indenture dated as of January 6, 1998,
         among IXC Communications, Inc., the Guarantors, IXC Internet
         Services, Inc., IXC International, Inc. and IBJ Schroder
         Bank & Trust Company (incorporated by reference to Exhibit
         4.15 of the 1997 10-K).
 4.14    Fourth Supplemental Indenture dated as of April 3, 1998,
         among IXC Communications, Inc., the Guarantors, IXC Internet
         Services, Inc., IXC International, Inc., and IBJ Schroder
         Bank & Trust Company (incorporated by reference to Exhibit
         4.15 of IXC Communications, Inc.'s Registration Statement on
         Form S-3 filed with the Commission on May 12, 1998 (File No.
         333-52433)).
 4.15    Purchase Agreement dated as of March 25, 1998, among IXC
         Communications, Inc., Goldman Sachs & Co. ("Goldman"), CS
         First Boston, Merrill Lynch, Pierce, Fenner & Smith
         Incorporated ("Merrill") and Morgan Stanley & Co.
         Incorporated ("Morgan Stanley") (incorporated by reference
         to Exhibit 4.1 IXC Communications, Inc.'s Current Report on
         Form 8-K dated March 30, 1998, and filed with the Commission
         on April 7, 1998 (the "April 7, 1998 8-K")).
 4.16    Registration Rights Agreement dated as of March 30, 1998,
         among IXC Communications, Inc., Goldman, CS First Boston,
         Merrill and Morgan Stanley (incorporated by reference to
         Exhibit 4.2 of the April 7, 1998 8-K).
 4.17    Deposit Agreement dated as of March 30, 1998, between IXC
         Communications, Inc. and BankBoston N.A. (incorporated by
         reference from Exhibit 4.3 of the April 7, 1998 8-K).
 4.18    Purchase Agreement dated as of April 16, 1998, by and among
         IXC Communications, Inc., CS First Boston, Merrill, Morgan
         Stanley and Nationsbanc Montgomery Securities LLC
         (incorporated by reference to Exhibit 4.1 of IXC
         Communications, Inc.'s Current Report on Form 8-K dated
         April 21, 1998, and filed with the Commission on April 22,
         1998 (the "April 22, 1998 8-K").
</TABLE>
<PAGE>   35
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                           DESCRIPTION
- -------                          -----------
<S>      <C>
 4.19    Registration Rights Agreement dated as of April 16, 1998, by
         and among IXC Communications, Inc., Credit Suisse First
         Boston Corporation, Merrill, Morgan Stanley and Nationsbanc
         Montgomery Securities LLC (incorporated by reference to
         Exhibit 4.2 of the April 22, 1998 8-K).
 4.20    Indenture dated as of April 21, 1998, between IXC
         Communications, Inc. and IBJ Schroder Bank & Trust Company,
         as Trustee (incorporated by reference to Exhibit 4.3 of the
         April 22, 1998 8-K).
 4.21    Rights Agreement dated as of September 9, 1998, between IXC
         Communications, Inc. and U.S. Stock Transfer Corporation
         (incorporated by reference to Exhibit 4.1 of IXC
         Communications, Inc.'s Form 8-K dated September 8, 1998 and
         filed with Commission on September 11, 1998).
 4.22+   Form of Registration Rights Agreement among IXC
         Communications, Inc. and the selling stockholders.
 4.23+   Form of Warrant for each of the selling stockholders.
 4.24    Restated Certificate of Incorporation of IXC Communications,
         Inc., as amended (incorporated by reference to Exhibit 3.1
         of the IXC Communications, Inc.'s Quarterly Report Form 10-Q
         for the quarter ended September 30, 1998 filed with the
         Commission on November 16, 1998).
 4.25    Bylaws of IXC Communications, Inc., as amended (incorporated
         by reference to Exhibit 3.2 of the 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).
 5.1+    Opinion of Riordan & McKinzie, a Professional Law
         Corporation.
23.1+    Consent of Ernst & Young LLP.
23.2+    Consent of Arthur Andersen LLP.
23.3+    Consent of Deloitte & Touche LLP.
23.4+    Consent of Arthur Andersen.
23.5+    Consent of Riordan & McKinzie (included in Exhibit 5.1).
24.1+    Powers of Attorney (included on the signature page).
</TABLE>
 
- -------------------------
+ Filed herewith.

<PAGE>   1
                                                                    EXHIBIT 4.22

                          REGISTRATION RIGHTS AGREEMENT


        AGREEMENT made as of the _____ day of ________________, 1998, by and
among IXC Communications, Inc., a Delaware corporation (the "Company"),
[___________________], [__________________] and [__________________]
(collectively, the "Sellers").

                              W I T N E S S E T H:

        WHEREAS, the Company and the Sellers are parties to a Purchase
Agreement, dated ______________, 1998 (the "Purchase Agreement") pursuant to
which the Company has issued to the Sellers an aggregate of ________ shares of
Common Stock and warrants (the "Warrants") to purchase an aggregate of 75,000
shares of Common Stock;

        NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto hereby agree as follows:

        1. Definitions. The following terms shall be used in this Agreement with
the following respective meanings:

        "Commission" means the Securities and Exchange Commission.

        "Common Stock" means and includes (a) the Company's Common Stock, $0.01
par value per share, as authorized on the date of this Agreement and (b) any
other securities into which or for which the securities described in (a) above
may be converted or exchanged pursuant to a plan of recapitalization,
reorganization, merger, share exchange, sale of assets or otherwise.

        "Exchange Act" means the Securities Exchange Act of 1934, or any
successor Federal statute, and the rules and regulations of the Commission (or
of any other Federal agency then administering the Exchange Act) thereunder, all
as the same shall be in effect at the time.

        "Holder" means any holder of Registrable Stock.

        "NASD" means the National Association of Securities Dealers, Inc.

        "Person" means any natural person, partnership, limited liability
company, corporation or other legal entity.

        "Registrable Stock" means (a) the Common Stock issued pursuant to the
Purchase Agreement and the Common Stock issued or issuable upon exercise of the
Warrants, whether or not such Common Stock is owned by any of the Sellers, and
(b) any other shares of Common Stock issued in respect of such shares by way of
a stock dividend, or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation, share exchange or





<PAGE>   2



reorganization; provided, however, Common Stock held by any Person will cease to
be Registrable Stock upon the earlier of the following events: (i) following
sale thereof pursuant to the Registration Statement or (ii) when the Registrable
Stock held by such Person is then immediately salable in accordance with Rule
144(k) under the Securities Act (assuming for this purpose that the Person is
not an affiliate of the Company).

        "Registration Statement" means the registration statement on Form S-3 or
such other form as the Company is eligible to use which is filed by the Company
with the Commission in accordance with the Purchase Agreement pertaining to the
resale of the Registrable Stock.

        "Securities Act" means the Securities Act of 1933, or any successor
Federal statute, and the rules and regulations of the Commission (or of any
other Federal agency then administering the Securities Act) thereunder, all as
the same shall be in effect at the time.

        2. Effectiveness of Registration Statement. The Company represents and
warrants that the Registration Statement is effective under the Securities Act,
and no stop order has been issued and no proceedings for that purpose have been
instituted and are pending or, to the knowledge of the Company, are contemplated
by the Commission.

        3. Registration Covenants. The Company will, at its expense, as
expeditiously as possible:

                (a) Subject to Permitted Interruptions and Necessary
        Interruptions (as defined below), in accordance with the Securities Act
        and the rules and regulations of the Commission, use its best efforts to
        cause the Registration Statement to remain effective as long as
        Registrable Stock is outstanding, and prepare and file with the
        Commission such amendments to the Registration Statement (and use its
        best efforts to cause post-effective amendments to become and remain
        effective) and supplements to the prospectus contained therein as may be
        necessary to keep the Registration Statement effective and the
        Registration Statement and prospectus accurate and complete until the
        Registrable Stock covered by the Registration Statement has been sold;

                (b) If the offering is to be underwritten in whole or in part,
        enter into a written underwriting agreement in form and substance
        reasonably satisfactory to the managing underwriter, if any, of the
        public offering and the Holders participating in such offering;

                (c) Furnish to the participating Holders and to the underwriters
        such reasonable number of copies of the Registration Statement
        (including all exhibits thereto), preliminary prospectus, final
        prospectus and such other documents as such underwriters and
        participating Holders may reasonably request in order to facilitate the
        public offering of such securities;

                (d) Use its best efforts to register or qualify the securities
        covered by such Registration Statement under such state securities or
        blue sky laws of such jurisdictions (i) as shall be reasonably
        appropriate for the distribution of the securities covered by such

                                        2


<PAGE>   3



        Registration Statement or (ii) as such participating Holders and
        underwriters may reasonably request, except that the Company shall not
        for any purpose be required to execute a general consent to service of
        process, to subject itself to taxation, or to qualify to do business as
        a foreign corporation in any jurisdiction where it is not so qualified;

                (e) Notify the Holders promptly after it shall receive notice
        thereof, of the date and time when such Registration Statement and each
        post-effective amendment thereto has become effective or a supplement to
        any prospectus forming a part of such Registration Statement has been
        filed;

                (f) Notify the Holders promptly of any request by the Commission
        or any state securities commission or agency for the amending or
        supplementing of such Registration Statement or prospectus or for
        additional information;

                (g) Subject to Permitted Interruptions and Necessary
        Interruptions, prepare and file with the Commission, promptly upon the
        request of any Holders, any amendments or supplements to such
        Registration Statement or prospectus which is required under the
        Securities Act or the rules and regulations thereunder in connection
        with the distribution of the Registrable Stock by such Holders;

                (h) Subject to Permitted Interruptions and Necessary
        Interruptions, prepare and promptly file with the Commission, and
        immediately notify such Holders of the need to file and of the filing
        of, such amendments or supplements to such Registration Statement or
        prospectus as may be necessary to correct any statements or omissions
        if, at the time when a prospectus relating to such securities is
        required to be delivered under the Securities Act, any event has
        occurred as the result of which any such prospectus or any other
        prospectus as then in effect would include an untrue statement of a
        material fact or omit to state any material fact required to be stated
        therein or necessary to make the statements therein not misleading;

                (i) Subject to Permitted Interruptions and Necessary
        Interruptions, in case any of such Holders or any underwriter for any
        such Holders is required to deliver a prospectus at a time when the
        prospectus then in circulation is not in compliance with the Securities
        Act or the rules and regulations of the Commission, prepare promptly
        upon request such amendments or supplements to such Registration
        Statement and such prospectus as may be necessary in order for such
        prospectus to comply with the requirements of the Securities Act and
        such rules and regulations;

                (j) Advise such Holders, promptly after it shall receive notice
        or obtain knowledge thereof, of the issuance of any stop order by the
        Commission or any state securities commission or agency suspending the
        effectiveness of such Registration Statement or the initiation or
        threatening of any proceeding for that purpose and promptly use its best
        efforts to prevent the issuance of any stop order or to obtain its
        withdrawal if such stop order should be issued;


                                        3


<PAGE>   4



                (k) Use its best efforts to ensure the obtaining of all
        necessary approvals from the NASD;

                (l) Cooperate with the Holders to facilitate the timely
        preparation and delivery (under normal way settlement procedures) of
        certificates representing securities to be sold pursuant to any
        Registration Statement free of any restrictive legends and in such
        denominations and registered in such names as Holders may request prior
        to sales of securities pursuant to such Registration Statement; and

                (m) Use its best efforts to comply with all applicable rules and
        regulations of the Commission and shall make generally available as soon
        as practicable after the effective date of the applicable Registration
        Statement an earnings statement satisfying the provisions of Section
        11(a) of the Securities Act.

        4. Expenses.

                (a) All fees, costs and expenses of and incidental to such
        registration and the public offering in connection therewith shall be
        borne by the Company; provided, however, that Holders participating in
        any such registration shall bear their pro rata share of the
        underwriting discounts and selling commissions and shall be responsible
        for any fees and disbursements of counsel for any such Holder.

                (b) The fees, costs and expenses of registration to be borne as
        provided in paragraph (a) above, shall include, without limitation, all
        registration, filing and NASD fees, printing expenses, fees and
        disbursements of counsel and accountants for the Company, and all legal
        fees and disbursements and other expenses of complying with state
        securities or blue sky laws of any jurisdictions in which the securities
        to be offered are to be registered or qualified.


                                        4


<PAGE>   5



        5. Indemnification and Contribution.

                (a) The Company will indemnify and hold harmless each Holder of
        shares of Registrable Stock which are included in the Registration
        Statement pursuant to the provisions of this Agreement, the directors,
        officers, employees and agents of such Holder, any underwriter (as
        defined in the Securities Act) for such Holder, the directors, officers,
        employees and agents of such underwriter, and any Person who controls
        such Holder or such underwriter within the meaning of the Securities Act
        or the Exchange Act, and each of their successors, from and against any
        and all claims, actions, demands, losses, damages or liabilities, joint
        or several, to which they or any of them may become subject under the
        Securities Act, the Exchange Act or other federal or state statutory law
        or regulation, at common law or otherwise, insofar as such claims,
        actions, demands, losses, damages or liabilities arise out of or are
        based upon any untrue statement or alleged untrue statement of any
        material fact contained in the Registration Statement (including all
        documents incorporated therein by reference) as originally filed or in
        any amendment thereto, any preliminary or final prospectus contained
        therein or any amendment or supplement thereto, or arise out of or are
        based upon the omission or alleged omission to state therein a material
        fact required to be stated therein or necessary to make the statements
        therein not misleading or arise out of or are based on any violation or
        alleged violation of any federal, state or common law rule or regulation
        applicable to the Company and agrees to reimburse each such Holder, as
        incurred, for any legal or other expenses reasonably incurred by it in
        connection with investigating or defending any such claim, action,
        demand, loss, damage or liability; provided, however, that the Company
        will not be liable in any such case to the extent that any such claim,
        action, demand, loss, damage, or liability arises out of or is based
        upon an untrue statement or alleged untrue statement or omission or
        alleged omission so made in reliance upon and in conformity with
        information furnished by such Holder, such underwriter or such
        controlling Person in writing specifically for use in the preparation
        thereof. This indemnity shall be in addition to any liability which the
        Company may otherwise have and shall be in addition to any subsequently
        executed indemnity agreements.

                (b) Each Holder of shares of the Registrable Stock which are
        included in the Registration Statement will, severally and not jointly,
        indemnify and hold harmless the Company, the directors, officers,
        employees and agents of the Company and any person who controls the
        Company within the meaning of the Securities Act or the Exchange Act
        from and against any and all claims, actions, demands, losses, damages
        or liabilities, joint or several, to which they or any of them may
        become subject under the Securities Act, the Exchange Act or other
        federal or state statutory law or regulation, at common law or
        otherwise, insofar as such claims, actions, demands, losses, damages or
        liabilities arise out of or are based upon any untrue statement or
        alleged untrue statement of any material fact contained in the
        Registration Statement (including all documents incorporated therein by
        reference) as originally filed or in any amendment thereto, any
        preliminary or final prospectus contained therein or any amendment or
        supplement thereto, or arise out of or are based upon the omission or
        alleged omission to state therein a material fact required to be stated
        therein or necessary to make the statements therein not misleading,

                                        5


<PAGE>   6



        in each case to the extent, but only to the extent that such untrue
        statement or alleged untrue statement or omission or alleged omission
        was so made in reliance upon and in conformity with written information
        furnished by such Holder for use in the preparation thereof; provided,
        that the liability of each Holder hereunder shall be limited to the
        proportion of any such claim, action, demand, loss, damage, liability,
        cost or expense which is equal to the proportion that the public
        offering price of the shares of Registrable Stock sold by such Holder
        under such Registration Statement bears to the total offering price of
        all shares of Registrable Stock sold thereunder, but not, in any event,
        to exceed the proceeds received by such Holder from the sale of shares
        of Registrable Stock covered by the Registration Statement. This
        indemnity shall be in addition to any liability which such Holder may
        otherwise have and shall be in addition to any subsequently executed
        indemnity agreements.

                (c) Promptly after receipt by a party to be indemnified pursuant
        to the provisions of paragraph (a) or (b) of this Section 5 (an
        "indemnified party") of notice of the commencement of any action
        involving the subject matter of the foregoing indemnity provisions, such
        indemnified party will, if a claim thereof is to be made against the
        indemnifying party pursuant to the provisions of paragraph (a) or (b),
        notify the indemnifying party of the commencement thereof; but the
        omission so to notify the indemnifying party will not relieve it from
        any liability which it may have to an indemnified party otherwise than
        under this Section 5 and shall not relieve the indemnifying party from
        liability under this Section 5 unless such indemnifying party is
        prejudiced by such omission. The indemnifying party shall be entitled to
        appoint counsel of the indemnifying party's choice at the indemnifying
        party's expense to represent the indemnified party in any action for
        which indemnification is sought (in which case the indemnifying party
        shall not thereafter be responsible for the fees and expenses of any
        separate counsel retained by the indemnified party or parties except as
        set forth below); provided, however, that such counsel shall be
        reasonably satisfactory to the indemnified party. Notwithstanding the
        indemnifying party's election to appoint counsel to represent the
        indemnified party in an action, the indemnified party shall have the
        right to employ separate counsel (including local counsel), and the
        indemnifying party shall bear the reasonable fees, costs and expenses of
        such separate counsel (and local counsel) if (i) the use of counsel
        chosen by the indemnifying party to represent the indemnified party
        would present such counsel with a conflict of interest, (ii) the actual
        or potential defendants in, or targets of, any such action include both
        the indemnified party and the indemnifying party and the indemnified
        party shall have reasonably concluded that there may be legal defenses
        available to it and/or other indemnified parties which are different
        from or additional to those available to the indemnifying party, (iii)
        the indemnifying party shall not have employed counsel reasonably
        satisfactory to the indemnified party to represent the indemnified party
        within a reasonable time after notice of the institution of such action
        or (iv) the indemnifying party shall authorize the indemnified party to
        employ separate counsel at the expense of the indemnifying party. An
        indemnifying party will not, without the prior written consent of the
        indemnified parties, settle or compromise or consent to the entry of any
        judgment with respect to any pending or threatened claim, action, suit
        or proceeding in respect of which indemnification or contribution may be
        

                                        6


<PAGE>   7



        sought hereunder (whether or not the indemnified parties are actual or
        potential parties to such claim or action) unless such settlement,
        compromise or consent includes an unconditional release of each
        indemnified party from all liability arising out of such claim, action,
        suit or proceeding.

                (d) In order to provide for just and equitable contribution to
        joint liability under the Securities Act in any case in which either (i)
        any Holder exercising rights under this Agreement, or any controlling
        Person of any such Holder, makes a claim for indemnification pursuant to
        this Section 5 but it is judicially determined (by the entry of a final
        judgment or decree by a court of competent jurisdiction and the
        expiration of time to appeal or the denial of the last right of appeal)
        that such indemnification may not be enforced in such case
        notwithstanding the fact that this Section 5 provides for
        indemnification is such case, or (ii) contribution under the Securities
        Act may be required on the part of any such selling Holder or any such
        controlling Person in circumstances for which indemnification is
        provided under this Section 5; then, and in each such case, the Company
        and such Holder will contribute to the aggregate losses, claims, damages
        or liabilities to which they may be subject (including legal and other
        expenses reasonably incurred in connection with or defending same
        (collectively "Losses")) in such proportion as is appropriate to reflect
        the relative fault of the indemnifying party, on the one hand, and the
        indemnified party, on the other. Relative fault shall be determined by
        reference to, among other things, whether any alleged untrue statement
        or omission relates to information provided by the indemnifying party,
        on the one hand, or by the indemnified party, on the other hand. The
        parties agree that it would not be just and equitable if contribution
        were determined by pro rata allocation or any other method of allocation
        which does not take account of the equitable considerations referred to
        above. Notwithstanding the provisions of this paragraph (d), no person
        guilty of fraudulent misrepresentation (within the meaning of Section
        11(f) of the Securities Act) shall be entitled to contribution from any
        person who was not guilty of such fraudulent misrepresentation. For
        purposes of this Section 5, each person who controls a Holder within the
        meaning of either the Securities Act or the Exchange Act and each
        director, officer, employee and agent of such Holder shall have the same
        rights to contribution as such Holder, and each person who controls the
        Company within the meaning of either the Securities Act, each officer of
        the Company who shall have signed the Registration Statement and each
        director of the Company shall have the same rights to contribution as
        the Company, subject in each case to the applicable terms and conditions
        of this paragraph (d); provided, however, that, in any such case, (A) no
        person or entity guilty of fraudulent misrepresentation (within the
        meaning of Section 11(f) of the Securities Act) will be entitled to
        contribution from any person or entity who was not guilty of such
        fraudulent misrepresentation and (B) no such Holder will be required to
        contribute any amount in excess of the public offering price of all such
        Registrable Stock offered by it pursuant to such Registration Statement.

                (e) The provisions of this Section 5 will remain in full force
        and effect, regardless of any investigation made by or on behalf of any
        Holder or the Company or any of the officers, directors, employees or
        agents or controlling persons referred to in Section 5

                                        7


<PAGE>   8



        hereof, and will survive the sale by a Holder of securities covered by a
        Registration Statement.

        6. Permitted Interruptions. Anything in this Agreement to the contrary
notwithstanding, it is understood and agreed that the Company shall not be
required to prepare or file a registration statement, amendment or
post-effective amendment thereto or prospectus supplement or to supplement or
amend any registration statement or otherwise facilitate the resale of
Registrable Stock, and it shall be free voluntarily to take or omit to take any
other action that would result in the impracticality of any such filing,
supplement or amendment if such action is taken or omitted to be taken by the
Company in good faith and for valid business reasons including, without
limitation, matters relating to acquisitions or divestitures, so long as the
Company shall, as promptly as practicable thereafter, make such filing,
supplement or amendment (any period described in this Section 6 (other than a
Necessary Interruption (defined below)) during which Holders of Registrable
Stock are not able to sell such Registrable Stock under a registration statement
is herein called a "Permitted Interruption"). The period between Permitted
Interruptions shall not be less than 30 days and no more than two Permitted
Interruptions may occur in any 12 month period. If any event occurs which would
make the Registration Statement then in effect materially incorrect or
misleading, the Company shall not be required to keep the Registration Statement
effective as of such date and continuing for ten business days thereafter and
the Holders of Registrable Stock shall not sell such securities during such
period (each such period is referred to as a "Necessary Interruption"). The
Company hereby agrees to notify each of the Holders of Registrable Securities in
writing of the occurrence of, and the termination of, each Permitted
Interruption and/or Necessary Interruption (the nature and pendency of which
need not be disclosed during such Permitted Interruption). Permitted
Interruptions shall not extend beyond 45 days. No Permitted Interruption shall
apply to any sales of Registrable Stock made prior to the Holder's receipt of
written notice of the Permitted Interruption.

        7. Reporting Requirements Under Exchange Act. The Company shall (whether
or not it shall then be required to do so) timely file such information,
documents and reports as the Commission may require or prescribe under Section
13 of the Exchange Act. The Company acknowledges and agrees that the purposes of
the requirements contained in this Section 7 are (a) to enable any such Holder
to comply with the current public information requirement contained in Paragraph
(c) of Rule 144 under the Securities Act should such Holder ever wish to dispose
of any of the securities of the Company acquired by it without registration
under the Securities Act in reliance upon Rule 144 (or any other similar or
successor exemptive provision), and (b) to qualify the Company for the use of
registration statements on Form S-3. In addition, the Company shall take such
other measures and file such other information, documents and reports, as shall
hereafter be required by the Commission as a condition to the availability of
Rule 144 under the Securities Act (or any similar or successor exemptive
provision hereafter in effect) and the use of Form S-3. The Company also
covenants to use its best efforts, to the extent that it is reasonably within
its power to do so, to qualify for the use of Form S-3. The Company agrees to
use its best efforts to facilitate and expedite transfers of Registrable Stock
pursuant to Rule 144 under the Securities Act (or any similar or successor
exemptive provision hereafter in effect), which efforts shall include timely
notice to its transfer agent to expedite such transfers of Registrable Stock.

                                        8


<PAGE>   9



        8. Notices. Any notice required or permitted to be given hereunder shall
be in writing and shall be deemed to be properly given and received when given
in accordance with the Purchase Agreement, and if to any Holder not a party to
the Purchase Agreement at such Holder's address for notice as set forth in the
register maintained by the Company, or, as to any of the foregoing, to such
other address as any such party may give the others notice of pursuant to this
Section.

        9. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Texas.

        10. Waivers; Amendments. No waiver of any right hereunder by any party
shall operate as a waiver of any other right, or of the same right with respect
to any subsequent occasion for its exercise, or of any right to damages. No
waiver by any party of any breach of this Agreement shall be held to constitute
a waiver of any breach or a continuation of the same breach. All remedies
provided by this Agreement are in addition to all other remedies provided by
law. This Agreement may not be amended except by a writing executed by the
Company and the Holders of at least two-thirds of the Registrable Stock.

        11. Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the respective legal representatives, successors
and assigns of the parties hereto. The rights of any Holder hereunder may be
transferred in connection with a transfer of the Registrable Stock. Promptly
after such transfer, the transferring Holder shall give written notice to the
Company stating the name and address of the transferee and identifying the
Common Stock with respect to which such registration rights are being
transferred and the transferee shall deliver to the Company a written instrument
by which the transferee agrees to be bound by the obligations imposed upon the
Holders by this Agreement. The Company shall not be required to perform any
obligations hereunder with respect to any transferee Holder until such
transferee Holder delivers such written instrument.

        12. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

        13. Prior Understandings. This Agreement represents the complete
agreement of the parties with respect to the transactions contemplated hereby
and supersedes all prior agreements and understandings.

        14. Headings. Headings in this Agreement are included for reference only
and shall have no effect upon the construction or interpretation of any part of
this Agreement.

        15. Severability. If any provision of this Agreement shall be held to be
illegal, invalid or unenforceable, such illegality, invalidity or
unenforceability shall attach only to such provision and shall not in any manner
affect or render illegal, invalid or unenforceable any other provision of this
Agreement, and this Agreement shall be carried out as if any such illegal,
invalid or unenforceable provision were not contained herein.


                                        9


<PAGE>   10



        IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above recited.


                                      IXC COMMUNICATIONS, INC., a Delaware
                                      corporation



                                      By:
                                          --------------------------------------




                                      SELLERS:


                                      ------------------------------------------

                                      ------------------------------------------

                                      ------------------------------------------






                                       10




<PAGE>   1
                                                                    EXHIBIT 4.23

THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW. THIS SECURITY MAY
NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED, EXCEPT IN
COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT OR PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, SUCH REGISTRATION
REQUIREMENTS AND ALL APPLICABLE STATE SECURITIES LAWS.


WARRANT NO. ___                                               _________, 199[_]


                WARRANT TO PURCHASE [____] SHARES OF COMMON STOCK
                           OF IXC COMMUNICATIONS, INC.

        IXC Communications, Inc., a Delaware corporation (the "Company"), hereby
certifies that [_________________] or assigns (the "Holder"), is entitled to
purchase, on the terms and conditions contained herein, in whole or in part,
[________________] ([_____]) shares (the "Warrant Shares") of the Company's
common stock, par value $.01 per share ("Common Stock"), at the price of [$____]
per Warrant Share (the "Warrant Purchase Price") at any time and from time to
time during the Exercise Period (as such term is defined below). The number of
Warrant Shares and the Warrant Purchase Price are subject to adjustment as set
forth in Section 3.

        This Warrant (as such term is defined below) is subject to the following
terms and conditions:

        1. DEFINITIONS. For the purposes of this Warrant, the following terms
shall have the respective meanings set forth below.

        "Common Stock" shall have the meaning set forth in the preamble of this
Warrant.

        "Company" shall have the meaning set forth in the preamble of this
Warrant.

        "Designated Office" shall have the meaning set forth in Section 2.1 of
this Warrant.

        "Exercise Period" shall mean the period commencing on the date of this
Warrant and ending on the Expiration Date.

        "Expiration Date" shall mean ___________ __, 200[__].

        "Holder" shall have the meaning set forth in the preamble of this
Warrant.

        "Option Rights" shall mean warrants, rights or options to subscribe for
or purchase, or obligations to issue, or other securities exercisable or
exchangeable for or convertible into any shares of Common Stock of the Company.


                                      
<PAGE>   2



        "Other Property" shall have the meaning set forth in Section 3.2 of this
Warrant.

        "Person" shall mean any individual, sole proprietorship, partnership,
joint venture, trust, unincorporated organization, association, corporation,
limited liability company, limited liability partnership, institution, public
benefit corporation, entity or government (whether Federal, state, county, city,
municipal or otherwise, including, without limitation, any instrumentality,
political subdivision, agency, body or department thereof).

        "Purchase Agreement" shall mean that certain Purchase Agreement, dated
as of _______ __, 199[__], among [__________], [__________] and [__________].

        "Warrant Purchase Price" shall have the meaning set forth in the
preamble of this Warrant (as adjusted in accordance with the terms of this
Warrant).

        "Warrant" shall mean this Warrant as originally issued pursuant to the
Purchase Agreement, any amendment, restatement or amendment and restatement of
such original Warrant, any warrant issued upon transfer, division or combination
of, or in substitution for, such original Warrant or any other such Warrant.
Upon partial exercise or partial transfer of any Warrant Shares, all remaining
Warrants shall at all times be identical as to their terms and conditions and
date, except as to the number of Warrant Shares for which they may be exercised.

        "Warrant Shares" shall have the meaning set forth in the preamble of
this Warrant.

2.      EXERCISE.

        2.1 Exercise; Delivery of Certificates. This Warrant may be exercised,
at the option of the Holder, at any time and from time to time during the
Exercise Period, for all or any part of the Warrant Shares. This Warrant may be
exercised by delivering the payment of the Warrant Purchase Price for the number
of Warrant Shares being purchased and concurrently surrendering this Warrant to
the Company at its offices at 1122 Capital of Texas Highway South, Austin, Texas
(the "Designated Office"), together with the Form of Exercise Subscription
attached hereto duly completed and signed. The Warrant Shares purchased under
this Warrant shall be and are deemed to be issued to the Holder as the record
owner of such shares as of the close of business on the date on which this
Warrant shall have been surrendered and payment made therefor. Certificates for
Warrant Shares so purchased shall be delivered to the Holder after this Warrant
has been exercised, and, in case of a purchase of less than all of the Warrant
Shares purchasable upon exercise of this Warrant, the Company shall cancel this
Warrant and shall execute and deliver to the Holder a new Warrant of like tenor
for the balance of the Warrant Shares. Each stock certificate so delivered shall
be registered in the name of the Holder or, subject to compliance with
applicable laws, such other name as shall be designated by the Holder.

        2.2 Payment of Warrant Price. Payment of the Warrant Purchase Price may
be made, at the option of the Holder (i) by certified or official bank check,
(ii) by wire transfer, or (iii) by any combination of the foregoing. To the
extent permitted by all of the Company's financing documents (including, without
limitation, its indentures, preferred stock and credit agreements), by
applicable 



                                      -2-



<PAGE>   3

securities laws (including Section 16 of the Securities Exchange Act of 1934),
and provided there is no adverse tax or accounting consequences to the Company,
(a) the payment of the Warrant Purchase Price may be made by the surrender of
outstanding shares of Common Stock owned by the Holder for the minimum period of
time necessary to avoid adverse accounting treatment (if applicable); or (b) the
exercise of the Warrant may be made by the delivery to the Company or its
designated agent of an irrevocable written notice of exercise form together with
irrevocable instructions to a broker-dealer to sell or margin a sufficient
portion of the shares of Common Stock and to deliver the sale or margin loan
proceeds directly to the Company to pay the Warrant Purchase Price.

        2.3 No Fractional Shares. The Company shall not be required to issue
fractional shares of Common Stock upon the exercise of this Warrant. If any
fraction of a share of Common Stock would, except for the provisions of this
paragraph, be issuable on the exercise of this Warrant (or specified portion
thereof), the Company shall pay to Holder an amount in cash calculated by it to
be equal to the then fair market value per share of Common Stock multiplied by
such fraction computed to the nearest whole cent.

3. ADJUSTMENTS TO THE NUMBER OF WARRANT SHARES AND TO THE WARRANT PURCHASE
PRICE. The number of Warrant Shares for which this Warrant is exercisable and
the Warrant Purchase Price shall be subject to adjustment from time to time as
set forth in this Section 3.

        3.1 Stock Dividends, Subdivisions and Combinations. If at any time the
Company shall:

               (a) pay a dividend or other distribution on its Common Stock in
shares of Common Stock or shares of any other class or series of capital stock,

               (b) subdivide its outstanding shares of Common Stock into a
larger number of shares of such Common Stock, or

               (c) combine its outstanding shares of Common Stock into a smaller
number of shares of such Common Stock,

then the number of Warrant Shares purchasable upon exercise of this Warrant
immediately prior to the record date for such dividend or distribution or the
effective date of such subdivision or combination shall be adjusted so that the
Holder of this Warrant shall thereafter be entitled to receive upon exercise of
this Warrant the kind and number of shares of Common Stock that such Holder
would have owned or have been entitled to receive immediately after such record
date or effective date had this Warrant been exercised immediately prior to such
record date or effective date. An adjustment made pursuant to this Section shall
become effective immediately after the effective date of such event, but be
retroactive to the record date, if any, for such event.

        Upon any adjustment of the number of Warrant Shares purchasable upon the
exercise of this Warrant as herein provided, the Warrant Purchase Price per
share shall be adjusted by multiplying such Warrant Purchase Price immediately
prior to such adjustment by a fraction, the numerator of 


                                       -3-

<PAGE>   4

which shall be the number of Warrant Shares purchasable upon the exercise of
this Warrant immediately prior to such adjustment and the denominator of which
shall be the number of Warrant Shares so purchasable immediately thereafter.

        3.2 Reorganization, Merger, Consolidation or Disposition of Assets. If
at any time the Company shall reorganize its capital, consolidate, merge or
combine with or into another Person (where the Company is not the surviving
corporation or where there is any change whatsoever in, or distribution with
respect to, the outstanding Common Stock of the Company), or the Company shall
sell, transfer or otherwise dispose of all or substantially all of its property,
assets or business to another Person, other than in a transaction provided for
in Section 3.1, and, pursuant to the terms of such reorganization,
reclassification, consolidation, merger, combination, sale, transfer or other
disposition of assets, (i) shares of common stock of the successor or acquiring
Person or of the Company (if it is the surviving corporation) or (ii) any cash,
shares of stock or other securities or property of any nature whatsoever in
addition to or in lieu of common stock of the successor or acquiring Person or
the Company ("Other Property") are to be received by or distributed to the
holders of Common Stock of the Company who are holders immediately prior to such
transaction, then the Holder of this Warrant shall have the right thereafter to
receive, upon exercise of this Warrant, the number of shares of Common Stock,
common stock of the successor or acquiring Person, and/or Other Property which
holder of the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to such event would have owned or received
immediately after and as a result of such event. In such event, the aggregate
Warrant Purchase Price otherwise payable for the Warrant Shares issuable upon
exercise of this Warrant shall be allocated among such securities and Other
Property in proportion to the respective fair market values of such securities
and Other Property as determined in good faith by the Board of Directors of the
Company.

        3.3 Other Provisions Applicable to Adjustments Under this Section. The
following provisions shall be applicable to the adjustments provided for
pursuant to this Section 3:

               (a) When Adjustments To Be Made. The adjustments required by this
Section 3 shall be made whenever and as often as any specified event requiring
such an adjustment shall occur. For the purpose of any such adjustment, any
specified event shall be deemed to have occurred at the close of business on the
date of its occurrence.

               (b) Record Date. In case the Company shall fix a record date of
the holders of Common Stock for the purpose of entitling them to receive a
dividend or other distribution payable in shares of Common Stock or in shares of
any other class or series of capital stock then all references in this Section 3
to the date of the issuance or sale of such shares of Common Stock or such other
shares or securities shall be deemed to be references to such record date.

               (c) When Adjustment Not Required. If the Company shall fix a
record date of the holders of its Common Stock for the purpose of entitling them
to receive a dividend or distribution or other right to which the provisions of
Section 3.1 would apply, but shall, thereafter and before the distribution to
stockholders thereof, legally abandon its plan to pay or deliver such dividend,
distribution, or rights, then thereafter no adjustment shall be required by
reason of the 



                                      -4-


<PAGE>   5

taking of such record and any such adjustment previously made in respect thereof
shall be rescinded and annulled.

               (d) Notice of Adjustments. Whenever the number of shares of
Common Stock for which this Warrant is exercisable or the Warrant Purchase Price
shall be adjusted or recalculated pursuant to this Section 3, the Company shall
forthwith prepare a certificate setting forth the event requiring the adjustment
or recalculation and the method by which such adjustment or recalculation
was calculated, specifying the number of shares of Common Stock for which this
Warrant is exercisable and (if such adjustment was made pursuant to Section 3.2)
describing the number and kind of any other shares of stock or Other Property
for which this Warrant is exercisable, and any related change in the Warrant
Purchase Price, after giving effect to such adjustment, recalculation or change.
The Company shall mail a copy of such certificate to be delivered to the Holder
following the event which caused such adjustment or recalculation. The Company
shall keep at the Designated Office copies of all such certificates and cause
the same to be available for inspection at said office during normal business
hours by the Holder or any prospective transferee of this Warrant designated by
the Holder.

4.      MISCELLANEOUS.

        4.1 Restrictive Legend. This Warrant, any Warrant issued upon transfer
of this Warrant and any Warrant Shares issued upon exercise of this Warrant or
any portion thereof shall be imprinted with the following legend, in addition to
any legend required under applicable state securities laws:

        THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES
        LAW. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED
        OR OTHERWISE ASSIGNED, EXCEPT IN COMPLIANCE WITH THE REGISTRATION
        REQUIREMENTS OF SUCH ACT OR PURSUANT TO AN EXEMPTION FROM, OR IN A
        TRANSACTION NOT SUBJECT TO, SUCH REGISTRATION REQUIREMENTS AND ALL
        APPLICABLE STATE SECURITIES LAWS.

        4.2 Issuance and Reservation of Shares. As long as any Warrant Shares
remain outstanding or are issuable with respect to outstanding Warrants, the
Company agrees that: (a) the Warrant Shares shall, upon issuance, be duly
authorized, validly issued, fully paid and nonassessable shares of Common Stock;
and (b) at all times prior to the Expiration Date, the Company shall have
reserved for issuance a sufficient number of authorized but unissued shares of
Common Stock, to permit this Warrant to be exercised in full.

        4.3 Issue Tax. The issuance of shares of Common Stock upon the exercise
of this Warrant shall be made without charge to the Holder for any issue tax in
respect thereof.

        4.4 No Voting Rights. Except as expressly set forth in this Warrant,
nothing contained in this Warrant shall be construed as conferring upon the
Holder (i) the right to vote or to consent 



                                      -5-



<PAGE>   6

as a stockholder in respect of meetings of stockholders for the election of
directors of the Company or any other matter, (ii) the right to receive
dividends except as set forth in Section 3, or (iii) any other rights as a
stockholder of the Company except as set forth in Section 4.3.

        4.5 Modification And Waiver. This Warrant and any provision hereof may
be changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement is sought.

        4.6 Notices. All notices, requests, demands and other communications
which are required or may be given under this Warrant shall be in writing and
shall be deemed to have been duly given if transmitted by telecopier with
receipt acknowledged, or upon delivery, if delivered personally or by recognized
commercial courier with receipt acknowledged, or upon the expiration of 72 hours
after mailing, if mailed by registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:

               (a)    If to the Holder, at:
                      [---------------------]
                      [---------------------]
                      [---------------------]
                      Attention:  [____________]
                      Telephone:    (___) ___-____
                      Facsimile:    (___) ___-____

               (b)    If to the Company, at:
                      IXC Communications, Inc.
                      1122 Capital of Texas Highway South
                      Austin, Texas 78746-6426
                      Attention: Jeffrey C. Smith, Senior Vice President,
                                 General Counsel and Secretary
                      Telephone: (512) 427-3959
                      Facsimile: (512) 328-7902

or at such other address or addresses as the Holders, or the Company, as the
case may be, may specify by written notice given in accordance with this Section
4.6.

        4.7 Successors and Assigns. This Warrant shall be binding upon and inure
to the benefit of the Company and the Holder of this Warrant, and their
respective successors and permitted assigns and shall include, with respect to
the Company, any Person succeeding the Company by merger, consolidation,
combination or acquisition of all or substantially all of the Company's assets,
and in such case, except as expressly provided herein, all of the obligations of
the Company hereunder shall survive such merger, consolidation, combination or
acquisition.

        4.8 Descriptive Headings. The descriptive headings of this Warrant are
for convenience of reference only and do not constitute a part of this Warrant
and are not to be considered in construing or interpreting this Warrant.


                                      -6-


<PAGE>   7

        4.9 Lost Warrant or Certificates. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant or of a stock certificate evidencing Warrant Shares and, in the
case of any such loss, theft or destruction, upon receipt of an indemnity
reasonably satisfactory to the Company or, in the case of any such mutilation,
upon surrender and cancellation of such Warrant or stock certificate, the
Company shall make and deliver to Holder, a new Warrant or stock certificate, of
like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant or stock
certificate.

        4.10 Termination Of This Warrant. This Warrant shall terminate and shall
no longer be exercisable after the Expiration Date.

        4.11 Governing Law. In all respects, including all matters of
construction, validity and performance, this Warrant and the rights and
obligations arising hereunder shall be governed by, and construed and enforced
in accordance with, the laws of the State of Texas applicable to contracts made
and performed in such state, without regard to principles thereof regarding
conflicts of laws.

        4.12 WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH
COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN
EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL
LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR
DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO
ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF
ARBITRATION, AND UNDERSTANDING THEY ARE WAIVING A CONSTITUTIONAL RIGHT, THE
PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR
PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER IN CONTRACT, TORT, OR
OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO, THIS
WARRANT.

        4.13 Binding Arbitration. The parties hereby consent to the resolution
by binding arbitration of all claims or controversies in any way arising out of,
relating to or associated with this Agreement. Any arbitration required by this
Agreement shall be conducted before a single arbitrator in Austin, Texas in
accordance with the commercial arbitration rules of the American Arbitration
Association then existing, and any award, order or judgment pursuant to such
arbitration may be enforced in any court of competent jurisdiction. The
arbitrator shall apply rules of Texas law and the parties expressly waive any
claim or right to an award of punitive damages. All such arbitration proceedings
shall be conducted on a confidential basis. Notwithstanding the foregoing,
either party may seek injunctive or other equitable relief in a court of law
without proceeding through arbitration.

        IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
and issued by its duly authorized representative on the date first above
written.


                                    IXC COMMUNICATIONS, INC.,
                                    a Delaware corporation



                                    By:
                                       -----------------------------------------
                                            Name: 
                                                --------------------------------
                                            Title:
                                                 -------------------------------



                                       -7-

<PAGE>   8


                          FORM OF EXERCISE SUBSCRIPTION

                (To be signed only upon exercise of this Warrant)


        The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise such Warrant to purchase, __________________________________
(_____________) shares of Common Stock for an aggregate Warrant Purchase Price
of ____________________________ Dollars ($____________________), such Warrant
Purchase Price to be paid as follows (fill in as applicable): certified or
official bank check in the amount of $_____________________; wire transfer in
the amount of $___________________; cancellation of _________________________
Warrant Shares; or surrender of __________________ shares of Common Stock. The
undersigned requests that a certificate(s) for such shares be issued in the name
of _______________________________, and delivered to, _________________________,
whose address is .

        The undersigned represents that (i) it is acquiring such shares of
Common Stock for its own account for investment purposes only and not with a
view to or for sale in connection with any distribution thereof, and (ii) it is
an "accredited investor" (as such term is defined in Rule 501 of Registration D
under the Securities Act).

Dated: ___________________ ___________________________________________________
                           Name of the Holder (must conform precisely to the 
                           name specified on the face of the Warrant)

                           -----------------------------------------------------
                           Signature of authorized representative of the Holder

                           -----------------------------------------------------
                           Print or type name of authorized representative

                           Social Security Number of the Holder: _______________

                           Address of the Holder:     __________________________
                                                      __________________________
                                                      __________________________






                                       -1-




<PAGE>   1

                                                                     EXHIBIT 5.1

                               RIORDAN & McKINZIE
                         A Professional Law Corporation

                        695 TOWN CENTER DRIVE, SUITE 1500
                          COSTA MESA, CALIFORNIA 92626

                                 April 15, 1999

                                                                       9-098-001

IXC Communications, Inc.
1122 Capital of Texas Highway South
Austin, Texas 78746-6426

Ladies and Gentlemen:

        We have acted as counsel to IXC Communications, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "1933 Act"), of up to 1,000,000 shares
of the Company's common stock, $.01 par value per share (the " Acquisition
Shares"), to be issued by the Company in accordance with the terms of the
Purchase Agreement dated January 11, 1999 (the "Acquisition Agreement") in
connection with the acquisition of the limited liability companies doing
business as the Coastal Telephone Company (the "Coastal Acquisition") and of up
to 75,000 shares of the Company's common stock, $.01 par value per share (the
"Warrant Shares) to be issued from time to time upon exercise of warrants issued
under the warrant agreements (the "Warrant Agreements") to be issued in
connection with the Coastal Acquisition. This opinion is delivered to you in
accordance with the requirements of Item 601(b)(5) of Regulation S-K under the
1933 Act in connection with the Registration Statement on Form S-3, including
all pre-effective and post-effective amendments thereto (the "Registration
Statement"), for resale of the Acquisition Shares and the Warrant Shares, filed
with the Securities and Exchange Commission (the "Commission") under the 1933
Act.

        In rendering the opinions set forth herein, we have made such
investigations of fact and law, and examined such documents and instruments, or
copies thereof established to our satisfaction to be true and correct copies
thereof, as we have deemed necessary under the circumstances.

        Based upon the foregoing and such other examination of law and fact as
we have deemed necessary, and in reliance thereon, we are of the opinion that:

        1.     The Acquisition Shares have been duly authorized and, when issued
               and paid for in accordance with the terms of the Acquisition
               Agreement, will be validly issued, fully paid and non-assessable.

        2.     The Warrant Shares have been duly authorized and, upon exercise
               of the Warrants and payment of the exercise price in accordance
               with the terms of the Warrant Agreements, the Warrant Shares will
               be validly issued, fully paid and non-assessable.

        We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus which is a part of the Registration Statement.
In giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the 1933 Act or the rules
and regulations of the Commission thereunder.

                                    Very truly yours,

                                    /s/ Riordan & McKinzie







<PAGE>   1

                                                                    EXHIBIT 23.1


                        CONSENT OF INDEPENDENT AUDITORS


We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 of IXC Communications, Inc. for the
registration of 1,000,000 shares of its common stock and 75,000 shares of its
common stock reserved for the exercise of warrants and to the incorporation by
reference therein of our report dated February 28, 1999 (except for Note 20, as
to which the date is March 10, 1999), with respect to the consolidated financial
statements of IXC Communications, Inc. included in its Annual Report on Form
10-K for the year ended December 31, 1998 filed with the Securities and Exchange
Commission.



/s/ Ernst & Young LLP


Austin, Texas
April 13, 1999


<PAGE>   1
                                                                    EXHIBIT 23.2
                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated May 18, 1998
included in IXC Communications, Inc.'s Form 10-K for the year ended December 31,
1998 and to all references to our Firm included in this registration statement.

/s/ Arthur Andersen LLP

Jackson, Mississippi
April 13, 1999


<PAGE>   1
                                                                    EXHIBIT 23.3

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement on 
Form S-3 of IXC Communications, Inc. of our report on National Teleservice, 
Inc. dated July 28, 1997, appearing in the Annual Report on Form 10-K of IXC 
Communications, Inc. for the year ended December 31, 1998. We also consent to 
the reference to us under the heading "Experts" in this Registration Statement.

/s/ Deloitte & Touche LLP

Minneapolis, Minnesota
April 13, 1999

<PAGE>   1

                                                                    EXHIBIT 23.4


                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report on the financial
statements of Grupo Marca Tel, S.A. de C.V. and subsidiaries dated February 28,
1999 incorporated by reference in IXC Communications, Inc.'s Form 10-K for the
year ended December 31, 1998 and to all references to our Firm included in this
registration statement.


/s/ ARTHUR ANDERSEN 

Monterrey, Nuevo Leon
April 13, 1999





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