SCHEDULE 14A INFORMATION
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Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
ICG Communications, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22 (a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[X] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
INTELCOM GROUP INC. - 1996 ANNUAL AND SPECIAL MEETING
JULY 30, 1996
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT
The undersigned shareholder of INTELCOM GROUP INC., a
Canadian federal corporation (the "Company"), acknowledges
receipt of the Notice of Annual and Special Meeting of
Shareholders and Management Proxy Statement - Prospectus, dated
June 28, 1996, and hereby constitutes and appoints J. Shelby
Bryan and John D. Field (both of whom are officers of the
Company), or either of them acting singly in the absence of the
other, or instead of any of the foregoing ________________, the
proxies of the undersigned, with power of substitution, to vote
with the same force and effect as the undersigned all Common
Shares of the Company held by the undersigned AT THE ANNUAL AND
SPECIAL MEETING OF SHAREHOLDERS OF THE COMPANY TO BE HELD AT THE
KING EDWARD HOTEL, BAVARIA ROOM, 37 KING STREET EAST, TORONTO,
ONTARIO, ON JULY 30, 1996, AT 11:00 A.M., TORONTO TIME, AND AT
ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF, hereby revoking any
proxy or proxies heretofore given and ratifying and confirming
all that said proxies may do or cause to be done by virtue
thereof with respect to the following matters:
The undersigned hereby instructs said proxies or their
substitutes:
1. THE ELECTION OF ONE DIRECTOR TO SERVE FOR A TERM OF THREE
YEARS AND UNTIL A SUCCESSOR SHALL HAVE BEEN DULY ELECTED AND
QUALIFIED.
[ ] FOR the nominee [ ] WITHHOLD FROM VOTING
listed below
NOMINEE: Jay E. Ricks
2. THE REAPPOINTMENT OF KPMG PEAT MARWICK THORNE, CHARTERED
ACCOUNTANTS, EDMONTON, ALBERTA, AS THE COMPANY'S CANADIAN
AUDITORS AND THE REAPPOINTMENT OF KPMG PEAT MARWICK LLP,
DENVER, COLORADO, AS THE COMPANY'S UNITED STATES AUDITORS.
[ ] FOR [ ] WITHHOLD FROM VOTING
3. THE PASSAGE OF A SPECIAL RESOLUTION IN THE FORM SET FORTH IN
APPENDIX "I" TO THE MANAGEMENT PROXY STATEMENT - PROSPECTUS
TO APPROVE AN AMENDMENT TO THE ARTICLES OF CONTINUANCE OF
THE COMPANY CHANGING ITS NAME TO "ICG COMMUNICATIONS, INC."
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. THE PASSAGE OF A SPECIAL RESOLUTION IN THE FORM SET FORTH IN
APPENDIX "D" TO THE MANAGEMENT PROXY STATEMENT - PROSPECTUS
TO APPROVE AN ARRANGEMENT UNDER SECTION 192 OF THE CANADA
BUSINESS CORPORATIONS ACT AND TO APPROVE AND ADOPT THE
ARRANGEMENT AND SUPPORT AGREEMENT BETWEEN THE COMPANY AND
ICG COMMUNICATIONS, INC. (DEFINED AS "PARENT" IN THE MANAGEMENT
PROXY STATEMENT - PROSPECTUS) AND FURTHER, IN CONJUNCTION
THEREWITH, TO CHANGE THE NAME OF THE COMPANY TO ICG HOLDINGS
(CANADA), INC.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. IN HIS/HER DISCRETION, WITH RESPECT TO ANY AMENDMENTS OR
VARIATIONS TO THE MATTERS HEREINBEFORE SPECIFIED, OR ON SUCH
FURTHER OR OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
ANNUAL AND SPECIAL MEETING OR ANY ADJOURNMENTS OR
POSTPONEMENTS THEREOF.
<PAGE>
This proxy when properly executed will be voted as directed.
If Messrs. Bryan and Field are appointed proxies and if no
direction is indicated, the proxy will be voted FOR the election
of the named individual as a director, FOR the reappointment of
KPMG Peat Marwick Thorne, Chartered Accountants, Edmonton,
Alberta, as the Company's Canadian auditors and the
reappointment of KPMG Peat Marwick LLP, Denver, Colorado, as the
Company's United States auditors, FOR the passage of a special
resolution to approve an amendment to the Articles of Continuance
of the Company changing its name to "ICG Communications, Inc.,"
and FOR the passage of a special resolution to approve an
arrangement under Section 192 of the Canada Business Corporations
Act and to approve and adopt the Arrangement and Support
Agreement between the Company and ICG Communications, Inc.
(defined as "Parent" in the Management Proxy Statement - Prospectus)
and further, in conjunction therewith, to change the name of the
Company to ICG Holdings (Canada), Inc.
PLEASE SIGN, DATE AND MAIL THIS
PROXY IMMEDIATELY IN THE ENCLOSED
ENVELOPE
Dated: , 1996
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(L.S.)
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(L.S.)
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Please sign exactly as your Common
Shares are registered.
If the shareholder is a
corporation, this proxy must be
executed by a duly authorized
officer or attorney of the
shareholder and, if the corporation
has a corporate seal, its corporate
seal should be affixed.
If Common Shares are registered in
the name of an executor,
administrator or trustee, please
sign exactly as the Common Shares
are registered. If the Common
Shares are registered in the name
of a deceased or other shareholder
for whom a legal representative has
been appointed, the shareholder's
name must be printed in the space
provided, the proxy must be signed
by the legal representative with
his or her name printed below his
or her signature and evidence of
authority to sign on behalf of the
shareholder must be attached to
this proxy.
A SHAREHOLDER HAS THE RIGHT TO
APPOINT A PERSON TO REPRESENT HIM
OR HER AT THE ANNUAL AND SPECIAL
MEETING OTHER THAN THE PERSON NAMED
IN THIS PROXY. SUCH RIGHT MAY BE
EXERCISED BY INSERTING IN THE SPACE
PROVIDED THE NAME OF THE PERSON THE
SHAREHOLDER WISHES TO APPOINT.
SUCH OTHER PERSON NEED NOT BE A
SHAREHOLDER.
Reference is made to the
accompanying Notice of Annual and
Special Meeting of Shareholders and
Management Proxy Statement -
Prospectus for further information
regarding completion and use of
this proxy and other information
pertaining to the Annual and
Special Meeting.
If a Common Share is held by two or
more persons, any one of them
present or represented by proxy at
the Annual and Special Meeting may,
in the absence of the other or
others, vote in respect thereof,
but if more than one of them is
present or represented by proxy
they shall vote together in respect
of the Common Shares so held.
If this proxy is not dated in the
space provided, it is deemed to
bear the date on which it is mailed
by the shareholder.
<PAGE>
LETTER OF TRANSMITTAL AND ELECTION FORM
FOR
COMMON SHARES OF INTELCOM GROUP INC.
This Letter of Transmittal and Election Form ("Letter") must accompany
certificates representing common shares of IntelCom Group Inc. ("IntelCom
Common Shares") delivered pursuant to the Plan of Arrangement which is
attached as Appendix E to the Management Proxy Statement -- Prospectus dated
June 28, 1996 (the "Proxy Statement"). Capitalized terms used and not
defined in this Letter have the respective meanings given in the Proxy
Statement.
BEFORE COMPLETING THIS LETTER, PLEASE READ CAREFULLY THE INSTRUCTIONS
SET OUT BELOW. IN ORDER TO RECEIVE CERTIFICATES REPRESENTING CLASS A SHARES,
SHAREHOLDERS MUST ELECT TO RECEIVE CLASS A SHARES IN PARAGRAPH 4 BELOW AND
COMPLETE AND SIGN THIS LETTER AND RETURN IT TO THE DEPOSITARY TOGETHER WITH
CERTIFICATE(S) REPRESENTING THE CORRESPONDING INTELCOM COMMON SHARES ON OR
BEFORE 5:00 P.M. (VANCOUVER TIME) ON JULY 30, 1996 (THE "ELECTION DEADLINE").
SHAREHOLDERS WHO DO NOT ELECT TO RECEIVE CLASS A SHARES OR WHO DO NOT
RETURN THIS LETTER, COMPLETED AND SIGNED, TO THE DEPOSITARY TOGETHER WITH THE
CERTIFICATE(S) REPRESENTING THE CORRESPONDING INTELCOM COMMON SHARES PRIOR TO
THE ELECTION DEADLINE WILL BE DEEMED TO HOLD SHARES OF COMMON STOCK OF ICG
COMMUNICATIONS, INC. ("PARENT COMMON STOCK") IN ACCORDANCE WITH THE TERMS OF
THE ARRANGEMENT.
TO: IntelCom Group Inc.
c/o The Depositary
at the office set out in the Instructions hereto.
1. The Undersigned transmits herewith, for exchange in accordance with the
terms of the Arrangement, upon the Arrangement becoming effective, the
following certificate(s) representing or comprising IntelCom Common
Shares:
______________________________________________________________________
CERTIFICATE NUMBER(S) NUMBER OF COMMON SHARES
______________________________________________________________________
______________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
Total:
_________________________________
NOTE: IF THE ABOVE SPACE IS INSUFFICIENT, DETAILS MAY BE
LISTED ON A SEPARATE SCHEDULE WHICH SHOULD THEN
BE ATTACHED TO THIS LETTER.
2. The Undersigned hereby represents that the Undersigned is the
owner of the IntelCom Common Shares represented by the
certificate(s) described above and has good title to such
shares free and clear of all liens, charges, security
interests, encumbrances and adverse interests of every kind,
and has all necessary right and authority to exchange the
certificates representing the IntelCom Common Shares referred
to above and to make any election and give all the directions
herein contained.
3. The Undersigned acknowledges that, upon the Arrangement
becoming effective, the IntelCom Common Shares described above
will be dealt with in accordance with the provisions of the
Arrangement. Accordingly (and subject to possible pro
ration), certificates representing IntelCom Common Shares
(referred to after the Arrangement as "Class A Shares") for
which an election has been made in paragraph 4 below will be
exchanged for certificates representing Class A Shares. Class
A Shares for which an election has not been made in paragraph
4 below will be exchanged for shares of Parent Common Stock
(see instruction 2 below).
<PAGE>
ELECTION TO RECEIVE CLASS A SHARES
4. The Undersigned hereby elects as follows:
[ ] *Upon the completion of the Arrangement, the
Undersigned hereby elects to receive Class A Shares for
______________________________** Common Shares referred
to in paragraph 1 above, and for the remainder, if any,
of such IntelCom Common Shares to receive shares of
Parent Common Stock.***
* See instruction 5 below.
** Elected number cannot exceed "Total" in paragraph
1 above.
*** Management recommends that Shareholders who are
United States residents elect to receive shares
of Parent Common Stock and that Shareholders who are
Canadian residents elect to receive Class A
Shares.
The Undersigned acknowledges that the failure to complete this
paragraph 4 will automatically result in the Undersigned
receiving shares of Parent Common Stock if the Arrangement is
completed.
5. Upon receipt by the Depositary of this Letter and of the
certificate(s) identified above and as soon as practicable
following the completion of the Arrangement, IntelCom Group
Inc. or the Depositary will deliver (i) certificates
representing whole Class A Shares to which the Undersigned is
entitled, and (ii) certificates representing whole shares of
Parent Common Stock to which the Undersigned is entitled (if
he or she has not elected to receive Class A Shares in respect
of all shares represented by all deposited certificates or if
pro ration is applicable). Certificates representing either
Class A Shares or shares of Parent Common Stock will be in the
name of the Shareholder set forth below and will be mailed to
the address of the Shareholder set forth below. If the
Arrangement is not completed, the enclosed certificate(s) will
be returned to the Undersigned at the address set out below.
THE UNDERSIGNED ACKNOWLEDGES HAVING READ THE TERMS SET OUT
ABOVE AND THE INSTRUCTIONS BELOW.
DATED the day of , 1996.
Shareholder's Name: Shareholder's Address:
______________________________ ______________________________
(Please Print)
______________________________
Per:__________________________ ______________________________
Authorized Signatory (Area Code and Telephone Number)
Date:___________________, 1996 ______________________________
(Canadian Social Insurance
Number - for Canadian income
tax purposes)
<PAGE>
INSTRUCTIONS
1. YOU ARE STRONGLY URGED, PRIOR TO COMPLETING THIS LETTER, TO
READ THE MANAGEMENT PROXY STATEMENT - PROSPECTUS WHICH
ACCOMPANIES THIS LETTER.
2. Under the Arrangement, IntelCom Common Shares will be
exchanged as follows:
(a) Shareholders who do not elect to receive Class A Shares
will be deemed to have elected to receive shares of
Parent Common Stock. Upon the Arrangement becoming
effective, each such Shareholder will have his or her
IntelCom Common Shares (referred to after the Arrangement
as "Class A Shares") exchanged for shares of Parent
Common Stock, WITHOUT ANY ACTION REQUIRED ON THE PART OF
THE HOLDERS THEREOF; or
(b) Shareholders who have elected to receive Class A Shares
will receive one Class A Share for each IntelCom Common
Share. HOWEVER, TO THE EXTENT THAT THE NUMBER OF SHARES
OF PARENT COMMON STOCK ISSUABLE TO SHAREHOLDERS IS LESS
THAN 85% OF THE INTELCOM COMMON SHARES OUTSTANDING
IMMEDIATELY PRIOR TO THE ARRANGEMENT, HOLDERS OF INTELCOM
COMMON SHARES WHO HAVE ELECTED TO RECEIVE CLASS A SHARES
SHALL RECEIVE SHARES OF PARENT COMMON STOCK ON A PRO RATA
BASIS.
In any event, before Shareholders will receive new share
certificates representing their shares of Parent Common Stock
or Class A Shares, they will be required to surrender their
old share certificates which formerly represented IntelCom
Common Shares to the Depositary.
3. This Letter must be duly signed by the Shareholder or a duly
authorized representative and completed and returned together
with the appropriate certificate(s) representing the IntelCom
Common Shares referred to in paragraph 1 of this Letter to
PACIFIC CORPORATE TRUST COMPANY (the "Depositary") so that it
is received on or before the Election Deadline at the
following office:
PACIFIC CORPORATE TRUST COMPANY
830 - 625 Howe Street
Vancouver, British Columbia
Canada V6C 3B8
4. Where this Letter is executed on behalf of a corporation,
partnership or association or by an agent, executor,
administrator, trustee, curator, guardian or any person acting
in a representative capacity, this Letter must be accompanied
by satisfactory evidence of authority to act.
5. To complete this Letter, you must:
(a) in paragraph 1 of this Letter, list the number(s) of the
certificate(s) representing the IntelCom Common Shares
owned by you and transmitted with this Letter and the
number of shares represented by each certificate by
completing the panel provided in paragraph 1 of this
Letter;
(b) in paragraph 4 of this Letter, elect whether you wish to
receive Class A Shares, subject to pro ration as
described in instruction 2(b), for all or any part of the
IntelCom Common Shares represented by certificates
transmitted by you by placing a check mark in the box and
completing the paragraph. If you do not elect to receive
Class A Shares in respect of the Arrangement, you will be
deemed to have elected to receive shares of Parent Common
Stock (all such elections being final and irrevocable);
and
(c) sign this Letter and print your name and address in the
space provided.
6. Any defect or irregularity in any election made by you
pursuant to this Letter will, subject to the next sentence of
this instruction 6, invalidate such election and, as a result
thereof, will mean that you will receive shares of Parent
Common Stock if the Arrangement is completed. IntelCom Group
Inc. reserves the right, if it so elects, in its absolute
discretion, to instruct the Depositary to waive any defect or
irregularity contained in any Letter received.
7. Any share certificate(s) registered in the name of the person
by whom or on whose behalf this Letter is signed need not be
endorsed or accompanied by a share transfer power other than
this Letter itself. ANY SHARE CERTIFICATE(S) NOT SO
REGISTERED MUST BE ENDORSED BY THE REGISTERED HOLDER THEREOF
OR BE ACCOMPANIED BY A SHARE TRANSFER POWER DULY AND PROPERLY
COMPLETED BY ITS REGISTERED HOLDER, WITH SIGNATURE GUARANTEED,
IN EITHER CASE BY AN ELIGIBLE INSTITUTION (AS DEFINED BELOW
IN INSTRUCTION 12) OR A MEMBER OF THE TRANSFER ASSOCIATION
MEDALLION (STAMP) PROGRAM. The signature of the registered
holder must correspond in every respect with the name of the
registered holder appearing on the face of the share
certificate(s).
8. Shareholders who do not deliver a duly completed Letter
indicating an election to receive Class A Shares, together with
accompanying certificates representing such shares to the
Depositary before the Election Deadline will be deemed to have
elected to receive shares of Parent Common Stock, but will not
receive share certificates representing the shares of Parent
Common Stock until the Depositary either has received share
certificates in accordance with instruction 7 above, or
pursuant to instruction 12 below.
9. The method of delivery of this Letter and the appropriate
certificate(s) to the Depositary is at the option and risk of
the Shareholder but, if delivery by mail is used, registered
mail with return receipt requested, properly insured, is
recommended.
10. In the event that the Arrangement is not completed, for any
reason, any certificate(s) received by the Depositary will be
returned to Shareholders.
11. If additional copies of this Letter are desired, they may be
obtained from the Depositary at the office specified in
instruction 3 above.
12. Where certificates representing IntelCom Common Shares are
lodged with a custodian (other than the Depositary) and the
Shareholder wishes to make an election to receive Class A
Shares, the Shareholder may nevertheless deposit with the
Depositary prior to the Election Deadline a duly completed
Letter without delivering the share certificates provided that
the following conditions are met:
(a) the certificates representing or comprising IntelCom
Common Shares are lodged with or held by an Eligible
Institution;
(b) a properly completed and duly executed Notice of
Guaranteed Delivery in the form accompanying this Letter
is received by the Depositary before the Election
Deadline together with a guarantee in the form set forth
in such Notice of Guaranteed Delivery signed by an
Eligible Institution; and
(c) the certificates representing or comprising IntelCom
Common Shares must be received by the Depositary at
the office specified in instruction 3 above ON OR
BEFORE AUGUST 6, 1996, BEING THE 5TH BUSINESS DAY AFTER
THE ELECTION DEADLINE, failing which this Letter and any
election ostensibly made in it will be considered defective.
An "Eligible Institution" means a Canadian chartered bank, a trust
company in Canada, a member of a recognized stock exchange in
Canada, a commercial bank or trust company having an office, branch
or agency in the United States of America, a member of the
Investment Dealers Association of Canada, a member of a national
securities exchange in the United States of America or a member of
the National Association of Securities Dealers, Inc.
<PAGE>
THIS IS NOT A LETTER OF TRANSMITTAL AND ELECTION FORM
NOTICE OF GUARANTEED DELIVERY
FOR
COMMON SHARES OF INTELCOM GROUP INC.
TO: INTELCOM GROUP INC.
c/o Pacific Corporate Trust Company (the "Depositary")
at the office set out below:
Pacific Corporate Trust Company
830 - 625 Howe Street
Vancouver, British Columbia
Canada V6C 3B8
This Notice of Guaranteed Delivery may be used to deposit a
completed and executed Letter of Transmittal and Election Form with
the Depositary identified above, in order to make an election to
receive (i) Class A Shares of IntelCom Group Inc. and/or (ii)
Common Stock of ICG Communications, Inc. ("Parent Common Stock") in
connection with the Arrangement, where certificates representing or
comprising common shares of IntelCom Group Inc. ("IntelCom Common
Shares") are lodged with or held by an Eligible Institution (as
defined below). In such circumstances, this Notice of Guaranteed
Delivery must accompany the completed Letter of Transmittal and
Election Form deposited with the Depositary.
Capitalized terms used and not defined in this Notice of
Guaranteed Delivery which are defined in the Plan of Arrangement or
the Letter of Transmittal and Election Form shall have the
respective meanings set out therein.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO
GUARANTEE SIGNATURES. If a signature on the Letter of Transmittal
and Election Form is required to be guaranteed, such signature must
appear in the applicable space in the Letter of Transmittal and
Election Form.
The Undersigned hereby confirms that the certificates listed
below are held by an Eligible Institution (as defined below) and
undertakes to deliver, or cause to be delivered, to the Depositary
such certificates on or before August 6, 1996, being the fifth
business day after the election deadline of 5:00 p.m. (Vancouver
time) on July 30, 1996 (the "Election Deadline"):
__________________________________________________________________
CERTIFICATE NUMBER(S) NUMBER OF COMMON SHARES
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
Total:
_____________________________
NOTE: IF THE ABOVE SPACE IS INSUFFICIENT, DETAILS MAY BE LISTED
ON A SEPARATE SCHEDULE WHICH SHOULD THEN BE ATTACHED
TO THIS NOTICE OF GUARANTEED DELIVERY.
<PAGE>
For purposes of this Notice of Guaranteed Delivery, an
Eligible Institution means a Canadian chartered bank, a trust
company in Canada, a member of a recognized stock exchange in
Canada, a commercial bank or trust company having an office, branch
or agency in the United States of America, a member of the
Investment Dealers Association of Canada, a member of a national
securities exchange in the United States of America or a member of
the National Association of Securities Dealers, Inc.
Shareholder's Name: Shareholder's Address:
________________________________ ________________________________
(Please Print)
________________________________
Per:_____________________________ ________________________________
(Authorized Signatory) (Area Code and Telephone Number)
Date:______________________, 1996.
GUARANTEE OF ELIGIBLE INSTITUTION
The Undersigned, an Eligible Institution, confirms that the
certificates listed above are held by it and guarantees delivery to
the Depositary of such certificates in proper form for transfer on
or before August 6, 1996 (the fifth business day after the Election
Deadline).
Eligible Institution's Name: Eligible Institution's Address:
________________________________ ________________________________
(Please Print)
________________________________
Per:_____________________________ ________________________________
(Authorized Signatory) (Area Code and Telephone Number)
Date:______________________, 1996.
