UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 1)
IXC COMMUNICATIONS, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
450713102
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(CUSIP Number)
Thomas E. Taylor, Esq.
General Counsel and Secretary
Cincinnati Bell Inc.
201 East Fourth Street
Cincinnati, Ohio 45201-2301
(513) 397-1504
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
AUGUST 16, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section 240.13d-7(b)
for other copies to whom copies are to be sent.
*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 disclosures provided in a prior cover page.
The information required on 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).
<PAGE>
CUSIP No. 450713102
1. Name of Reporting Person: Cincinnati Bell Inc.
S.S. or I.R.S. Identification No. of Above 31-1056105
Person:
2. Check the appropriate Box if a Member of (a) [ ]
a Group
(b) [X]
3. SEC Use Only
4. Source of Funds: 00
5. Check Box if Disclosure of Legal
Proceedings is Required Pursuant to
Item 2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: Ohio
Number of Shares Beneficially Owned by
Reporting Person With:
7. Sole Voting Power: 4,999,345
8. Shared Voting Power: 9,620,878
9. Sole Dispositive Power: 4,999,345
10. Shared Dispositive Power: None
11. Aggregate Amount Beneficially Owned by
Reporting Person: 14,620,223
12. Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares: [ ]
13. Percent of Class Represented by Amount
in Row (11): 39.1%
14. Type of Reporting Person: CO
<PAGE>
I. Item 3 of the Schedule 13D filed by Cincinnati Bell with the
Securities and Exchange Commission on July 29, 1999 (the
"Schedule 13D"), "Source and Amount of Funds or Other
Consideration", is hereby amended by (a) deleting the number
"14,320,223" in paragraph 1 of such item and substituting the
number "9,620,878" therefor and (b) deleting paragraph 2 of such
item in its entirety and substituting the following paragraphs
therefor:
"Pursuant to the Stock Purchase Agreement dated as of July 20,
1999 (the "Stock Purchase Agreement"), between Cincinnati Bell and GE, (i)
on July 27, 1999, Cincinnati Bell purchased 300,000 shares of IXC Common
Stock from GE at a total cost of $15,000,000 in cash and (ii) on August 16,
1999, Cincinnati Bell purchased an additional 4,699,345 shares of IXC
Common Stock from GE at a total cost of $234,967,250 in cash. These amounts
were funded out of proceeds received from the sale by Cincinnati Bell of
its convertible subordinated debentures (the "Debentures") to Oak Hill
Capital Partners, L.P., and certain related parties (collectively, "Oak
Hill") for an aggregate purchase price of $400 million pursuant to the
Investment Agreement dated as of July 20, 1999 (the "Investment
Agreement"), between Cincinnati Bell and Oak Hill.
Under the Investment Agreement, the Debentures bear interest at a
rate of 6.75% per annum. The Debentures are convertible at the option of
Oak Hill at any time after the consummation of the Merger (as defined
below) into shares of common stock, par value $.01 per share, of Cincinnati
Bell at a price per share of $29.89 per share."
II. Item 4 of the Schedule 13D, "Purpose of Transaction", is hereby
amended by (a) deleting the words "wholly owned" in the last
sentence of paragraph 1 of such item and (b) deleting paragraph 6
of such item in its entirety.
III. Item 5 of the Schedule 13D, "Interest in Securities of the
Issuer", is hereby amended by deleting paragraph 1 of such item in
its entirety and substituting the following paragraph therefor:
"As of August 16, 1999, 9,620,878 shares of IXC Common Stock were
subject to the Stockholders Agreements, and, pursuant to the Stock Purchase
Agreement, 4,999,345 shares of IXC Common Stock had been purchased by
Cincinnati Bell from GE. Such shares represented approximately 39.1% of IXC
Common Stock issued and outstanding as of August 16, 1999."
<PAGE>
(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.
Dated: August 25, 1999
CINCINNATI BELL INC.
By: /s/ Thomas E. Taylor
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Thomas E. Taylor
General Counsel and Secretary
