<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act
of 1934
for the quarterly period ended JUNE 30, 1996
COMMISSION FILE NUMBER: 1-11965
ICG COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its Charter)
DELAWARE 84-1342022
(Jurisdiction of Incorporation) (I.R.S. Employer Identification Number)
JAMES D. GRENFELL
CHIEF FINANCIAL OFFICER
ICG COMMUNICATIONS, INC.
9605 EAST MAROON CIRCLE
P.O. BOX 6742
ENGLEWOOD, COLORADO 80155-6742
(303) 572-5960
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes No X (The Registrant became
----- -----
subject to filing requirements on June 27, 1996.)
The number of Registrant's outstanding common shares as of August 12, 1996 was
28,795,132.
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ICG COMMUNICATIONS, INC.
Part I - Financial Information
------------------------------
Item 1. Not Applicable
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations......................... 3
Part II - Other Information
---------------------------
Part II - Other Information.................................... 4
Signatures..................................................... 5
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ICG Communications, Inc. ("ICG"), a Delaware corporation, was formed on
April 11, 1996, for the purpose of becoming the new publicly traded U.S. parent
company of ICG Holdings (Canada), Inc. ("Holdings (Canada)"), a Canadian federal
corporation (formerly known as IntelCom Group Inc.), ICG Holdings, Inc.
("Holdings"), a Colorado corporation (formerly known as IntelCom Group (U.S.A.),
Inc.), and its subsidiaries (collectively, the "Company"). Pursuant to a Plan of
Arrangement ("Plan"), which was approved by Holdings (Canada) shareholders on
July 30, 1996, and by the Ontario Court of Justice on August 2, 1996, each
shareholder of Holdings (Canada) exchanged their common shares for either (i)
shares of common stock, $.01 par value, of ICG, or (ii) new Class A shares of
Holdings (Canada) (which are exchangeable at any time into shares of common
stock, $.01 par value, of ICG). On August 2, 1996, more than 98% of the issued
and outstanding shares of Holdings (Canada) were exchanged for shares of ICG,
and as a result ICG controls Holdings (Canada). ICG is now owned by those former
shareholders of Holdings (Canada) who exchanged their common shares of Holdings
(Canada) for shares of common stock of ICG. As a result of the Plan, Holdings
(Canada)'s common shares ceased trading on the American Stock Exchange ("AMEX")
at the close of trading on August 2, 1996, and ICG common stock began trading on
the AMEX on August 5, 1996, under the symbol "ICG." Holdings (Canada)'s new
Class A shares will continue to be listed on the Vancouver Stock Exchange under
a new symbol, "IHC.A."
ICG had not commenced operations and had no assets or liabilities,
including contingent liabilities and commitments, at June 30, 1996.
Consequently, financial statements as of, or for the quarter ended June 30,
1996, are not presented. For a discussion of the Company's business operations,
see the quarterly report on Form 10-Q for the quarter ended June 30, 1996, for
ICG Holdings (Canada), Inc.
3
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PART II
- -------
OTHER INFORMATION
- -----------------
Item 1. Legal Proceedings. None
Item 2. Changes in Securities. None
Item 3. Defaults Upon Senior Securities. None
Item 4. Submission of Matters to a Vote of Security Holders. None
Item 5. Other Information. None
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits. None
(b) Reports on Form 8-K.
(i) A report on Form 8-K dated August 2, 1996, was filed on
August 6, 1996, relating to the name change of ICG Holdings
(Canada), Inc. and reorganization as a U.S. corporation
(Item 1 and 5 events).
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ICG COMMUNICATIONS, INC.
Date: August 13, 1996 By: /s/James D. Grenfell
--------------------------------------
James D. Grenfell, Chief Financial Officer
Date: August 13, 1996 By: /s/Richard Bambach
______________________________________
Richard Bambach, Corporate Controller
5
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