SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) January 6, 1999
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ICG COMMUNICATIONS, INC.
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(Exact name of registrant as specified in charter)
Delaware 1-11965 84-1342022
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
161 Inverness Drive West, Englewood, Colorado 80112
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(Address of principal executive offices)
ICG SERVICES, INC.
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(Exact name of registrant as specified in charter)
Delaware 333-51037 84-1448147
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
161 Inverness Drive West, Englewood, Colorado 80112
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(Address of principal executive offices)
Registrants' telephone number, including area code (800) 414-5000
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N/A
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
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ICG Communications, Inc., a Delaware corporation
("ICG"), announced on January 6, 1999 that its subsidiary, ICG
Services, Inc., a Delaware corporation ("ICG Services"), has
entered into a definitive purchase agreement (the "Purchase
Agreement") with MindSpring Enterprises, Inc. ("MindSpring") to
sell the U.S. operational assets of ICG Services' subsidiary,
NETCOM On-Line Communication Services, Inc., a Delaware
corporation ("Netcom"), for approximately $245 million,
consisting of approximately $215 million in cash and
approximately $30 million in shares of common stock of
MindSpring. Pursuant to the Purchase Agreement, MindSpring has
agreed to purchase, subject to customary closing conditions and
regulatory approvals, the U.S. dial up, dedicated and web hosting
accounts of Netcom, and ICG Services will retain the network
"backbone" of Netcom, which includes 236 "points of presence"
serving approximately 700 cities nationwide.
Subject to customary closing conditions and regulatory
approvals, the Purchase Agreement is expected to close during the
first quarter of 1999. Pursuant to the contemplated transactions,
MindSpring also has agreed to acquire (i) all rights to the "Netcom"
name excluding Canada, the United Kingdom and Brazil; (ii) operational
facilities in San Jose, California and Dallas, Texas; and (iii)
select software and equipment.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrants have duly caused this report to be
signed on their behalf by the undersigned hereunto duly
authorized.
Dated: January 6, 1999 ICG COMMUNICATIONS, INC.
By: /s/ H. Don Teague
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H. Don Teague
Executive Vice President, General
Counsel and Secretary
ICG SERVICES, INC.
By: /s/ H. Don Teague
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H. Don Teague
Executive Vice President, General
Counsel and Secretary
