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As filed with the Securities and Exchange Commission on January 10, 2000
Registration No. 333-33421
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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IXC COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
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Delaware 74-2644120
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1122 Capital of Texas Highway South
Austin, Texas 78746
(512) 328-1112
(Address, including zip code, and telephone number,
including area code of registrant's principal executive offices)
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Kevin W. Mooney
Chief Financial Officer
IXC Communications, Inc.
1122 Capital of Texas Highway South
Austin, Texas 78746
(512) 328-1112
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES TO:
Karen C. Goodin, Esq.
Riordan & McKinzie
600 Anton Boulevard, 18th Floor
Costa Mesa, California 92626
(714) 433-2900
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
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. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, 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 of 1933, 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. [ ]
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EXPLANATORY NOTE
On August 28, 1997, the Registrant registered 1,400,000 shares of its
7 1/4% Junior Convertible Preferred Stock (the "IXC 7 1/4% Preferred Stock") and
6,065,085 shares of its common stock (the "IXC Common Stock") on a Registration
Statement on Form S-3 (File No. 333-33421) (the "Registration Statement") to be
issued from time to time thereunder.
Pursuant to the terms of the Agreement and Plan of Merger dated as of
July 20, 1999, as amended (the "Merger Agreement"), among Cincinnati Bell Inc.,
doing business as Broadwing Inc. ("BW"), Ivory Merger Inc., a wholly owned
subsidiary of BW ("Merger Sub"), and the Registrant, on November 9, 1999, Merger
Sub merged (the "Merger") with and into the Registrant and, as a result of the
Merger, (i) BW owns all the outstanding common stock of the Registrant, (ii) all
outstanding shares of IXC 7 1/4% Preferred Stock were converted into the right
to receive shares of BW 7 1/4% Junior Convertible Preferred Stock pursuant to
the terms and conditions of the Merger Agreement, and (iii) all outstanding
shares of IXC Common Stock were converted into the right to receive shares of BW
common stock pursuant to the terms and conditions of the Merger Agreement.
The purpose of this Post-Effective Amendment No. 1 to the Registration
Statement is to terminate the Registration Statement and to deregister the
727,007 shares of IXC 7 1/4% Preferred Stock and 6,005,000 shares of IXC Common
Stock originally registered thereby which remain unissued as of such
termination.
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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 Cincinnati, State of Ohio, on January 7, 2000.
IXC COMMUNICATIONS, INC.
By: /s/ Kevin W. Mooney
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Kevin W. Mooney
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Richard G. Ellenberger Director and Chief Executive Officer January 7, 2000
- ---------------------------------------- (Principal Executive Officer)
Richard G. Ellenberger
/s/ Kevin W. Mooney Chief Financial Officer January 7, 2000
- ---------------------------------------- (Principal Financial Officer and
Kevin W. Mooney Principal Accounting Officer)
</TABLE>
