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Filed pursuant to Rule 424(b)(4)
Registration Nos. 333-40495 and 333-40495-01
PROSPECTUS SUPPLEMENT
To Prospectus dated January 9, 1998
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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.
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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
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ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS SEPTEMBER 15, 2000
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
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Allstate Insurance Company 40,000
Bear, Stearns & Co, Inc. (formerly listed under the 9,400
name "Bear Stearns Securities Corp.")
BNP Arbitrage SNC 10,000
Christian Science Trustees for Gifts and Endowments 2,600
Declaration of Trust for the Defined Benefit Plan of 10,800
ICI American Holdings, Inc.
Declaration of Trust for the Defined Benefit Plan of 7,400
ZENECA Holdings, Inc.
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
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Number of
Selling Preferred Securityholders Preferred Securities
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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 100,000
Lutheran Brotherhood Family of Funds
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(3) 8,000
MRS 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
R2 Investments, LDC 50,625
SBC Warburg Dillon Read, Inc. 24,000
UBS Warburg LLC 5,000
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 73,000
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
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(1) Deutsche Moran 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 not 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
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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.
