Filed pursuant to Rule 424(b)(4)
Registration Nos. 333-40495 and 333-40495-01
PROSPECTUS SUPPLEMENT
To Prospectus dated January 9, 1998
-----------------------------
2,645,000 6 3/4 % EXCHANGEABLE PREFERRED SECURITIES
MANDATORILY REDEEMABLE 2009
(LIQUIDATION AMOUNT $50 PER PREFERRED SECURITY)
ICG FUNDING, LLC
GUARANTEED TO THE EXTENT SET FORTH HEREIN BY
AND EXCHANGEABLE INTO THE COMMON STOCK,
$.01 PAR VALUE, OF
ICG COMMUNICATIONS, INC.
200,000 SHARES OF COMMON STOCK OF
ICG COMMUNICATIONS, INC.
-------------------------------
This Prospectus Supplement relates to the resale by the
holders thereof of the 6 3/4 % Exchangeable Limited Liability
Company Preferred Securities (the "Preferred Securities"),
liquidation amount $50 per Preferred Security, which represent
preferred undivided beneficial interests in the assets of ICG
Funding, LLC, a limited liability company formed under the laws
of the State of Delaware ("Funding"), and the shares of common
stock, par value $.01 per share (the "Common Stock"), of ICG
Communications, Inc., a Delaware corporation ("ICG" and, together
with its subsidiaries, "ICG" or the "Company"), issuable upon
exchange of the Preferred Securities. This Prospectus Supplement
also relates to the resale by Funding of up to 200,000 shares of
Common Stock.
This Prospectus Supplement supplements and amends the names
of and information relating to the Selling Holders contained on
page 37 under the caption "Selling Preferred Securityholders" in
the Prospectus.
SEE "RISK FACTORS" BEGINNING ON PAGE 12 OF THE PROSPECTUS FOR
INFORMATION THAT SHOULD BE
CONSIDERED BY PROSPECTIVE INVESTORS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JANUARY 25, 1999.
<PAGE>
The following information updates and replaces in its
entirety the information contained under the caption "Selling
Preferred Securityholders" on page 37 of the Prospectus:
SELLING PREFERRED SECURITYHOLDERS
The Selling Holders may from time to time offer and sell
pursuant to this Prospectus any or all of the Preferred
Securities and shares of Common Stock issued upon exchange
thereof. The term "Selling Preferred Securityholder" includes the
holders listed below and the beneficial owners of the Preferred
Securities and their transferees, pledgees, donees or other
successors.
The following table sets forth information with respect to
the Selling Preferred Securityholders of the Preferred Securities
and the respective number of Preferred Securities beneficially
owned by each Selling Preferred Securityholder that may be
offered pursuant to this Prospectus. Such information has been
obtained from the Selling Preferred Securityholders.
Number of
Selling Preferred Securityholders Preferred Securities
--------------------------------- --------------------
Allstate Insurance Company 40,000
Bear, Stearns & Co. Inc. (formerly listed
under the name "Bear Stearns Securities
Corp.") 9,400
BNP Arbitrage SNC 15,000
Christian Science Trustees for Gifts and
Endowments 2,600
Declaration of Trust for the Defined Benefit
Plan of ICI American Holdings Inc. 10,800
Declaration of Trust for the Defined Benefit
Plan of ZENECA Holdings, Inc. 7,400
Delaware State Employees Retirement Fund 35,400
Deutsche Bank A.G. (1) 185,000
Deutsche Morgan Grenfell Inc. (1) 87,500
Donaldson, Lufkin, & Jenrette Securities
Corp. 33,400
First Chicago Capital Corporation 20,000
First Church of Christ Scientist-Endowment 2,600
Goldman, Sachs & Co. 55,000
GPZ Trading 33,000
Highbridge Capital Corporation 117,000
High Yield Variable Account (2) 7,000
Hillside Capital Incorporated Corporate
Account 3,000
HSBC Investment Bank PLC 52,500
Jefferies & Company, Inc. 2,000
JMG Convertible Investments, L.P. 141,500
LB Series Fund, Inc., High Yield Portfolio 150,000
Lincoln National Convertible Securities Fund 12,965
Lutheran Brotherhood High Yield Fund, a
Series of the Lutheran Brotherhood Family
of Funds 100,000
Merrill Lynch Pierce Fenner & Smith, Inc. 59,000
MFS Convertible Securities Fund (3) 100
MFS Series Trust III - MFS High Income
Fund (3) 35,000
MFS/Sun Life Series Trust - High Yield
Series (3) 8,000
MFS Total Return Fund (3) 24,900
Millennium Trading Co., L.P. 20,000
Morgan Stanley Dean Witter (4) 50,000
Natwest Securities Limited 15,000
Northwestern Mutual Life Insurance
Company (5) 20,000
Paloma Securities L.L.C. 130,000
Peoples Benefit Life Insurance Company 54,500
Q Investments, L.P. 61,875
2
<PAGE>
Number of
Selling Preferred Securityholders Preferred Securities
--------------------------------- --------------------
R(superscript 2) Investments, LDC 50,625
SBC Warburg Dillon Read Inc. 24,000
Summer Hill Global Partners, L.P. 800
The J.W. McConnell Family Foundation 6,550
Thermo Electron Balanced Investment Fund 9,400
Transamerica Life Insurance & Annuity 40,000
Triton Capital Investments, Ltd. 184,500
Value Line Convertible Fund, Inc. 20,000
Walker Art Center 1,375
Weirton Trust 3,485
WG Trading Company Limited Partnership 17,000
----------
TOTAL 1,959,175
----------------------------------
(1) Deutsche Morgan Grenfell Inc. and Deutsche Bank A.G. and
their affiliated companies and/or individuals may, from time
to time, own, have positions in, or options in ICG
securities and may also perform advisory services, and/or
lending or other credit relationships with ICG.
Specifically, Deutsche Morgan Grenfell Inc. was a co-manager
in the offering of the Preferred Securities.
(2) The High Yield Variable Account has advised the Company
that, to the best of its knowledge, the High Yield Variable
Account has no such position, office or other material
relationship with the Company or any affiliates, and it has
no knowledge of any open position, office or other material
relationship between the funds' affiliates and the Company
or any of its affiliates.
(3) MFS has advised the Company that, to the best of its
knowledge, this fund has no such position, office or other
material relationship with the Company or any affiliates.
MFS has advised the Company that, while other funds and
accounts advised by MFS may own securities of the Company,
MFS has no knowledge of any open position, office or other
material relationship between the funds' affiliates and the
Company or any of its affiliates.
(4) Morgan Stanley Dean Witter was a co-manager in the offering
of the Preferred Securities.
(5) In the ordinary course of business, Northwestern Mutual
Investment Services, Inc., Robert W. Baird & Co.
Incorporated, Baird/Mark Capital Group, and MGIC Mortgage
Securities Corporation, each of which is a broker-dealer and
affiliated with The Northwestern Mutual Life Insurance
Company, may, from time to time, have acquired or disposed
of, or may in the future acquire or dispose of, securities
of ICG, Funding or their affiliates, for such broker-
dealers' own accounts or for the accounts of others. Other
affiliates of The Northwestern Mutual Life Insurance Company
may, in the ordinary course of business, effect transactions
in the securities of ICG, Funding or their affiliates. The
Northwestern Mutual Life Insurance Company and its
affiliates may, in the ordinary course of business, take
part in transactions involving the real property of ICG
Communications, Inc., ICG Funding, LLC or their affiliates.
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