U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(Check One):
[ X ] Form 10-K [ ] Form 11-K [ ] Form 20-F Commission File Number:
[ ] Form 10-Q and Form N-SAR 333-51037
For Period Ended: December 31, 1998
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
-------------------------------------------------------------------------
Read Attached Instruction Sheet Before Preparing Form.
Please Print or Type.
Nothing in this form shall be construed to imply that
the Commission has verified any information contained
herein.
If the notification relates to a portion of the filing
checked above, identify the item(s) to which the
notification relates: Not Applicable
-------------------------------------------------------------------------
PART I-REGISTRANT INFORMATION
Full Name of Registrant: ICG SERVICES, INC.
---------------------
Former Name If Applicable: N/A
---
161 Inverness Drive West, Englewood, CO 80112
-------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
PART II-RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to
Rule 12b-25(b), the following should be completed. (Check box if
appropriate)
[ X ] (a) The reasons described in reasonable detail in Part
III of this form could not be eliminated without unreasonable
effort or expense;
[ X ] (b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or
portion thereof will be filed on or before the fifteenth calendar
day following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion thereof will
be filed on or before the fifth calendar day following the
prescribed due date; and
[ ] (c) The accountant's statement or other exhibit
required by Rule 12b-25(c) has been attached if applicable.
<PAGE>
PART III-NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 20-F,
11-K, 10-Q, N-SAR, or the transition report or portion thereof
could not be filed within the prescribed period.
The registrant was formed to acquire NETCOM On-Line
Communication Services, Inc. ("NETCOM"), which represented the
major component of its operations, in a pooling of interests
transaction completed in 1998. In the first quarter of 1999, the
registrant sold all of the existing operations of NETCOM while
retaining a portion of NETCOM's assets to be used in a new
business. Accordingly, the nature of the registrant's business
is currently undergoing significant changes, resulting in a delay
in the completion of the report.
(Attach Extra Sheets if Needed)
PART IV-OTHER INFORMATION
(1) Name and telephone number of person to contact in regard
to this notification
Audrey A. Rohan (212) 603-6781
-------------------------------------------------------------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section
13 or 15(d) of the Securities Exchange Act of 1934 or Section 30
of the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was
required to file such report(s) been filed? If the answer is no,
identify report(s).
[ X ] Yes [ ] No
(3) Is it anticipated that any significant change in results
of operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be included
in the subject report or portion thereof?
[ X ] Yes [ ] No
If so: attach an explanation of the anticipated change,
both narratively and quantitatively, and, if appropriate, state
the reasons why a reasonable estimate of the results cannot be
made.
ICG SERVICES, INC.
------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: March 31, 1999 By: /s/ H. Don Teague
------------------------------
Name: H. Don Teague
Title: Executive Vice President,
General Counsel and
Secretary
INSTRUCTION: The form may be signed by an executive officer of
the registrant or by any other duly authorized representative.
The name and title of the person signing the form shall be typed
or printed beneath the signature. If the statement is signed on
behalf of the registrant by an authorized representative (other
than an executive officer), evidence of the representative's
authority to sign on behalf of the registrant shall be filed with
the form.
------------------------------------------------------------------------
ATTENTION
Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (See 18 U.S.C.) 1001).
------------------------------------------------------------------------
<PAGE>
ICG SERVICES, INC.
Attachment to Form 12b-25
Part IV Item (3)
The registrant expects to report a net loss of
approximately $79.9 million for the year ended December 31, 1998
compared to a net loss of approximately $33.1 million for the
year ended December 31, 1997. This increase is due primarily to
interest expense of approximately $45.5 million recorded in 1998,
related to the registrant's senior discount notes issued during
1998.
