<PAGE> 1
SCHEDULE 14C
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5(d)(2))
[X] Definitive Proxy Statement
</TABLE>
IXC COMMUNICATIONS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant As Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
IXC COMMUNICATIONS, INC.
1122 CAPITAL OF TEXAS HIGHWAY SOUTH
AUSTIN, TEXAS 78746
------------------------
NOTICE OF ACTION BY WRITTEN CONSENT OF STOCKHOLDER
To the Stockholders of IXC Communications, Inc.:
The Board of Directors of IXC Communications, Inc. (the "Company") has
taken action to approve an amendment (the "Charter Amendment") of the Company's
Restated Certificate of Incorporation, as amended, to change the name of IXC
Communications, Inc. to "Broadwing Communications Inc." The Charter Amendment is
more fully described in the attached Information Statement.
Cincinnati Bell Inc., doing business as Broadwing Inc. ("Broadwing"), is
the holder of all of the outstanding shares of the Company's common stock, $.01
par value, and has approved in writing the Charter Amendment. The authorization
of the Charter Amendment by Broadwing shall not become effective until at least
20 days after the mailing of the enclosed Information Statement. The Charter
Amendment has been approved by written consent without the need for any action
to be taken by you.
Your consent is not required and is not being solicited in connection with
this action. Pursuant to Section 228 of the Delaware General Corporation Law,
you are hereby being provided with notice of the approval by less than the
unanimous written consent of the stockholders of the Company. Pursuant to the
Securities Exchange Act of 1934, with this letter you are being furnished with
an Information Statement relating to this action.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY. THE ATTACHED INFORMATION IS BEING SENT TO YOU FOR INFORMATION PURPOSES
ONLY.
By Order of the Board of Directors
Thomas E. Taylor
Secretary
Austin, Texas
December 20, 1999
<PAGE> 3
IXC COMMUNICATIONS, INC.
1122 CAPITAL OF TEXAS HIGHWAY SOUTH
AUSTIN, TEXAS 78746
------------------------
INFORMATION STATEMENT
AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION
TO CHANGE THE NAME OF THE COMPANY
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
THE APPROXIMATE DATE OF MAILING OF THIS INFORMATION STATEMENT IS
DECEMBER 20, 1999
This Information Statement is being furnished by IXC Communications, Inc.,
a Delaware corporation (the "Company" or "IXC"), to the holders of the Company's
Common Stock, $.01 par value (the "IXC Common Stock"), and the Company's 12 1/2%
Series B Junior Exchangeable Preferred Stock Due 2009, $.01 par value (the
"Exchangeable Preferred Stock") in connection with the approval of an amendment
(the "Charter Amendment") of the Company's Restated Certificate of
Incorporation, as amended (the "Restated Certificate"), to change the name of
IXC Communications, Inc. to "Broadwing Communications Inc."
The Board of Directors of the Company has taken action to approve the
Charter Amendment which also requires the approval by the affirmative vote of
holders of capital stock entitled to cast a majority of the votes entitled to be
cast by the outstanding shares of IXC Common Stock and Exchangeable Preferred
Stock, voting together as a single class. Cincinnati Bell Inc., doing business
as Broadwing Inc. ("Broadwing"), is the holder of all of the outstanding shares
of IXC Common Stock and has consented in writing to the Charter Amendment.
Broadwing's approval of the Charter Amendment constitutes over 90% of the votes
entitled to be cast on such amendment. The authorization of the Charter
Amendment by Broadwing shall not become effective until at least 20 days after
the mailing of this Information Statement.
Accordingly, all corporate actions necessary to authorize the Charter
Amendment have been taken. Pursuant to the regulations promulgated under the
Securities Exchange Act of 1934 (the "1934 Act"), the authorization of the
Charter Amendment by Broadwing shall not become effective until at least 20 days
after the Company has mailed this Information Statement to the holders of the
Exchangeable Preferred Stock. Promptly following the expiration of this 20 day
period, the Company intends to file a Certificate of Amendment to its Restated
Certificate to effectuate the Charter Amendment with the Delaware Secretary of
State. The Charter Amendment will become effective on the date of such filing.
The Company has asked brokers and other custodians and fiduciaries to
forward this Information Statement to the beneficial owners of the Exchangeable
Preferred Stock held of record by such persons and will reimburse such persons
for out-of-pocket expenses incurred in forwarding such materials.
THE AMENDMENT TO THE RESTATED CERTIFICATE HAS BEEN APPROVED BY A
STOCKHOLDER WHO HOLDS SUFFICIENT VOTING SECURITIES TO APPROVE THE ACTION. THIS
INFORMATION STATEMENT IS BEING PROVIDED TO YOU SOLELY FOR YOUR INFORMATION. WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
The executive offices of the Company are located at 1122 Capital of Texas
Highway South, Austin, Texas 78746. All holders of Exchangeable Preferred Stock
of record at the close of business on December 2, 1999 will receive this
Information Statement.
<PAGE> 4
VOTING SECURITIES
The Company's Board of Directors has fixed the close of business on
December 2, 1999 as the record date (the "Record Date") for the determination of
stockholders entitled to vote with respect to stockholder authorization of the
Charter Amendment. As of the Record Date, the outstanding voting securities of
the Company entitled to vote on the Charter Amendment were 500,000 shares of IXC
Common Stock, all of which are held by Broadwing, and 395,210 shares of
Exchangeable Preferred Stock. Each stockholder was entitled to one vote for each
share of IXC Common Stock and one-tenth ( 1/10) of one vote for each share of
Exchangeable Preferred Stock held on the Record Date. The consent of the holders
of a majority of the votes entitled to be cast by the outstanding shares of IXC
Common Stock and Exchangeable Preferred Stock, voting as a class, was necessary
to authorize the Charter Amendment.
CHANGE OF CONTROL OF IXC
On Tuesday, November 9, 1999, IXC consummated its merger with Broadwing and
Broadwing's wholly owned subsidiary Ivory Merger Inc. ("Ivory"). In accordance
with the terms of the Agreement and Plan of Merger among IXC, Broadwing and
Ivory dated July 20, 1999, as amended (the "Merger Agreement"), upon the filing
of the certificate of merger with the Delaware Secretary of State, Ivory was
merged into IXC with IXC as the surviving corporation and IXC became a wholly
owned subsidiary of Broadwing (other than with respect to the Exchangeable
Preferred Stock). Each issued and outstanding share of IXC Common Stock (except
for shares owned by Broadwing or IXC) was converted into the right to receive
2.0976 shares of common stock of Broadwing ("Broadwing Common Stock"). In
addition, each issued and outstanding share of IXC's 7 1/4% Junior Convertible
Preferred Stock Due 2007 and IXC's Depositary Shares representing 1/20 of a
share of IXC's 6 3/4% Cumulative Convertible Preferred Stock was converted into
the right to receive Broadwing's 7 1/4% Junior Convertible Preferred Stock Due
2007 and Broadwing's Depositary Shares representing 1/20 of a share of
Broadwing's 6 3/4% Cumulative Convertible Preferred Stock. IXC's stockholders
and Broadwing's shareholders approved the merger on October 29, 1999.
Prior to the consummation of the merger Broadwing had purchased 4,999,345
shares of IXC Common Stock from Trustees of General Electric Pension Trust
("GEPT") for $234,967,250. The remainder of GEPT's shares of IXC Common Stock
held as of November 9, 1999 were converted into the right to receive Broadwing
Common Stock on a 1 to 2.0976 ratio.
Pursuant to the Merger Agreement, the Board of Directors of IXC was
replaced by the Board of Directors of Ivory with Richard G. Ellenberger becoming
the sole member of the IXC Board of Directors. In addition, two former IXC
directors, John M. Zrno and Richard D. Irwin joined the Broadwing Board of
Directors.
In connection with the merger, Broadwing sold $400 million of convertible
subordinated debentures to Oak Hill Capital Partners, L.P. ("Oak Hill"). The
debentures have a coupon of 6.75% and are convertible at a price of $29.89 per
share of Broadwing Common Stock. The Broadwing Board of Directors approved using
the proceeds from the sale to Oak Hill to buy back Broadwing Common Stock on the
open market.
In addition, Broadwing and IXC completed a $1.8 billion bank credit
facility pursuant to a Credit Agreement dated as of November 9, 1999, among
Broadwing and Broadwing Communications Services Inc., formerly IXC
Communications Services, Inc. ("IXCS"), a subsidiary of IXC, as Borrowers,
Broadwing as Parent Guarantor, the Initial Lenders, Initial Issuing Banks and
Swing Line Banks named therein, Bank of America, N.A., as Syndication Agent,
Citicorp USA, Inc., as Administrative Agent, Credit Suisse First Boston and The
Bank of New York, as Co-Documentation Agents, PNC Bank, N.A., as Agent and
Salomon Smith Barney Inc. and Banc of America Securities LLC, as Joint Lead
Arrangers (the "Credit Agreement"). The Credit Agreement is being used to
refinance certain debt of Broadwing and IXC and for general corporate purposes
of Broadwing. Pursuant to the Credit Agreement, Broadwing pledged all of its
outstanding shares of IXC.
2
<PAGE> 5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of December 2, 1999,
regarding the beneficial ownership of each class of the Company's voting
securities by each person who is known by the Company to be the beneficial owner
of more than 5% of any class of the Company's voting securities. The Company is
not aware of any directors, executive officers or named executive officers (as
defined in Item 402 of Regulation S-K promulgated by the Securities and Exchange
Commission) that own any equity securities of the Company. The Company has only
limited information concerning the beneficial ownership of the Exchangeable
Preferred Stock because substantially all of the Exchangeable Preferred Stock is
registered in the names of nominees.
<TABLE>
<CAPTION>
NUMBER OF SHARES OF PERCENT OF COMMON STOCK
NAME AND ADDRESS COMMON STOCK BENEFICIALLY OWNED
---------------- ------------------- -----------------------
<S> <C> <C>
Broadwing Inc........................ 500,000 100%
201 East Fourth Street
P.O. Box 2301
Cincinnati, Ohio 45201
</TABLE>
AMENDMENT OF THE RESTATED CERTIFICATE TO
CHANGE THE NAME OF IXC COMMUNICATIONS, INC. TO
"BROADWING COMMUNICATIONS INC."
The Company's Board of Directors and the holder of capital stock entitled
to cast a majority of the votes entitled to be cast by the outstanding shares of
the IXC Common Stock and Exchangeable Preferred Stock, voting together as a
single class, approved the Charter Amendment. The Charter Amendment in the form
of Sixth Amendment to Restated Certificate of Incorporation is set forth in
Appendix A to this Information Statement; however, such text is subject to
change as may be required by the Delaware Secretary of State. Upon the filing of
the Charter Amendment with the Delaware Secretary of State the Company will
change the name of IXC Communications, Inc. to "Broadwing Communications Inc."
Broadwing believes that the Company's new name should reflect that it is
one of the companies operated under the Broadwing umbrella. Accordingly,
Broadwing has determined that the name "Broadwing Communications Inc." would
accomplish this goal. Upon the filing of the Charter Amendment with the Delaware
Secretary of State, the Company will change its name to "Broadwing
Communications Inc." and will operate its business under such name.
3
<PAGE> 6
APPENDIX A
FORM OF
SIXTH AMENDMENT TO
RESTATED
CERTIFICATE OF INCORPORATION
OF
IXC COMMUNICATIONS, INC.
The undersigned corporation, organized and existing under and by virtue of
the General Corporation Law of the State of Delaware does hereby certify:
1. That Richard G. Ellenberger is the duly elected and acting Chief
Executive Officer of IXC Communications, Inc., a Delaware corporation (the
"Corporation").
2. Article FIRST of the Restated Certificate of Incorporation of the
Corporation is amended to read in full as follows:
"FIRST: The name of the corporation is "Broadwing Communications Inc."
(the "Corporation")."
3. This Sixth Amendment to the Restated Certificate of Incorporation
has been duly adopted and approved in accordance with the applicable
provisions of Sections 228 and 242 of the General Corporation Law of the
State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by Richard G. Ellenberger, its Chief Executive Officer this day of
, [ ].
4
