<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
ICG Communications, Inc.
(Name of Issuer)
Common
(Title of Class of Securities)
449246 10 7
(CUSIP Number)
December 31, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/X/ Rule 13d-1(b) / / Rule 13d-1(c) / / Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
(Continued on following page(s))
<PAGE>
CUSIP No. 449246 10 7 Schedule 13G
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Dresdner RCM Global Investors LLC 94-3244780
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER 2,108,170
6 SHARED VOTING POWER -0-
7 SOLE DISPOSITIVE POWER 2,660,670
8 SHARED DISPOSITIVE POWER -0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,660,670
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.78%
12 TYPE OF REPORTING PERSON
IA,OO
<PAGE>
CUSIP No. 449246 10 7 Schedule 13G
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Dresdner RCM Global Investors
US Holdings LLC 94-3244780
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER 2,108,170
6 SHARED VOTING POWER -0-
7 SOLE DISPOSITIVE POWER 2,660,670
8 SHARED DISPOSITIVE POWER -0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,660,670
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.78%
12 TYPE OF REPORTING PERSON
OO, HC
<PAGE>
CUSIP No. 449246 10 7 Schedule 13G
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Dresdner Bank AG 13-2722082
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Frankfurt, Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER 2,108,170
6 SHARED VOTING POWER -0-
7 SOLE DISPOSITIVE POWER 2,660,670
8 SHARED DISPOSITIVE POWER -0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,660,670
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.78%
12 TYPE OF REPORTING PERSON
BK,HC
<PAGE>
Item 1(a) Name of Issuer:
ICG Communications, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
161 Inverness Drive West
P.O. Box 6742
Englewood, CO 80112
Item 2(a) Name of Person Filing:
(i) Dresdner RCM Global Investors LLC
(ii) Dresdner RCM Global Investors US Holdings LLC
(iii) Dresdner Bank AG
Item 2(b) Address of Principal Business Office or, if none, Residence:
(i) Four Embarcadero Center
San Francisco, California 94111
(ii) Four Embarcadero Center
San Francisco, California 94111
(iii) Jurgen-Ponto-Platz 1
60301 Frankfurt, Germany
Item 2(c) Citizenship:
Dresdner RCM Global Investors LLC - Delaware
Dresdner RCM Global Investors
US Holdings LLC - Delaware
Dresdner Bank AG - Frankfurt, Germany
Item 2(d) Title of Class of Securities:
Common
Item 2(e) CUSIP Number:
449246 10 7
Item 3. If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b), check whether the person filing is a:
(iii)(g) /X/ A parent holding company or control person in accordance with
Section 240.13d-1(b)(1)(ii)(E) and Section 240.13d-1(b)(1)(ii)(G).
<PAGE>
Item 4. Ownership.
See responses to Items 5, 6, 7, 8, 9, and 11 of Cover Page.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date her
the reporting person has ceased to be the beneficial owner of more than fiv
percent of the class of securities, check the following / /.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
See Exhibit A.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of the securities and were not
acquired in connection with or as a participant in any transaction having that
purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
February 12, 1999
By /s/ Susan C. Gause
Susan C. Gause
In her capacity as
Chief Operating Officer
of Dresdner RCM Global
Investors LLC, Chief
Operating Officer of
Dresdner RCM Global
Investors US Holdings LLC,
and as Attorney-In-Fact
for Dresdner Bank AG
<PAGE>
EXHIBIT A
Dresdner RCM Global Investors LLC ("Dresdner RCM") is an investment adviser and
a wholly owned subsidiary of Dresdner RCM US Holdings LLC ("DRCM Holdings").
Dresdner RCM Holdings, a Delaware Limited Liability Company, is a wholly owned
subsidiary of Dresdner Bank AG ("Dresdner"). Dresdner is an international
banking organization headquartered in Frankfurt, Germany.
Dresdner RCM has filed this Schedule 13G pursuant to Section 240.13d-
1(b)(1)(ii)(E) of the Securities Exchange Act of 1934 (the "Act"). DRCM
Holdings and Dresdner have filed this Schedule 13G pursuant to Section 240.13d-
(b)(1)(ii)(G) of the Act.
Dresdner RCM, DRCM Holdings and Dresdner are filing a joint statement on
Schedule 13G under the Act in connection with the common stock of ICG
Communications, Inc.
Dresdner RCM, DRCM Holdings and Dresdner are each responsible for the timely
filing of Schedule 13G and any amendments thereto, and for the completeness and
accuracy of the information concerning each of them contained therein, but none
of them is responsible for the completeness or accuracy of the information of
the other.
February 12, 1999
By /s/ Susan C. Gause
Susan C. Gause
In her capacity as
Chief Operating Officer
of Dresdner RCM Global
Investors LLC, Chief
Operating Officer of
Dresdner RCM Global
Investors US Holdings LLC,
and as Attorney-In-Fact
for Dresdner Bank AG
<PAGE>
EXHIBIT B
POWER OF ATTORNEY
Dresdner Bank AG, a bank incorporated under the Laws of the Federal Republic of
Germany, having its principal office at Jurgen-Ponto-Platz 1, Frankfurt am
Main, Germany hereby authorizes
William L. Price,
Susan C. Gause,
Kenneth B. Weeman, Jr., or
Timothy B. Parker
each of them individually as attorney-in-fact and agent, to represent, sign,
and deliver on behalf of Dresdner Bank AG, Frankfurt am Main, Schedule 13D,
Schedule 13G or Form 13F under the Securities Exchange Act of 1934, as
applicable, and all such other documents and make such other declarations as
the attorney-in-fact shall deem appropriate in connection with the filing of
such schedules and documents with the U.S. Securities and Exchange Commission
(the "SEC") or with any other necessary person or entity, and to complete such
schedules or documents and to make such statements or do such acts as are
necessary to effect such filing. This Power of Attorney includes the power
to effect such filing on EDGAR, the SEC's Electronic Data Gathering, Analysis,
and Retrieval system. This Power of Attorney is valid for any acts required to
effect the above-mentioned filings and will remain valid until being revoked by
Dresdner Bank AG in writing.
Frankfurt am Main, January 29, 1999
Dresdner Bank AG
By: /s/ Alfred Schulze
Alfred Schulze
Title: Senior Manager
By: /s/ Dr. Reinhard Preusche
Dr. Reinhard Preusche
Title: General Manager
