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) August 2, 1996
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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.)
9605 E. Maroon Circle, P.O. Box 6742, Englewood, Colorado 80155-6742
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(Address of principal executive offices)
Registrant's telephone number, including area code (303) 572-5960
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ICG HOLDINGS (CANADA), INC.
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(Exact name of registrant as specified in charter)
Canada 1-11052 Not Applicable
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(Jurisdiction of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
c/o Tupper Jonsson & Yeadon, 1710-1177 West Hastings Street, Vancouver,
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British Columbia, Canada V6E 2L3
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(Address of registered offices)
Registrant's telephone number, including area code (604) 683-9262
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INTELCOM GROUP INC.
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(Former Name)
John D. Field
ICG Communications, Inc.
9605 East Maroon Circle
P.O. Box 6742
Englewood, Colorado 80155-6742
(303) 572-5960
(Address of United States Agent for Service)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANTS.
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On August 2, 1996, ICG Holdings (Canada), Inc., a
Canadian federal corporation formerly known as IntelCom Group
Inc. ("Holdings-Canada"), received final approval from the
Ontario Court of Justice (General Division) of a plan of
arrangement (the "Arrangement") pursuant to which the
shareholders of Holdings-Canada would exchange their Common
Shares, no par value, for either (i) Common Stock, par value $.01
per share, of a new publicly traded company incorporated in the
United States, ICG Communications, Inc., a Delaware corporation
("ICG") or (ii) Class A Shares, no par value, of Holdings-Canada.
The principal effect of the Arrangement is that ICG, a U.S.
domiciled corporation, has become the public holding company for
Holdings-Canada, ICG Holdings, Inc., a Colorado corporation
formerly known as IntelCom Group (U.S.A.), Inc. ("Holdings"), and
its subsidiaries (collectively, the "Company").
Pursuant to the Arrangement, shareholders of Holdings-
Canada exchanged more than 98% of their Common Shares of
Holdings-Canada on a one-for-one basis for shares of Common Stock
of ICG. ICG, a newly formed Delaware corporation, is now
controlled by those former shareholders of Holdings-Canada who
exchanged their Common Shares of Holdings-Canada for shares of
Common Stock of ICG pursuant to the Arrangement. Holdings-Canada
is now controlled by ICG, which holds in excess of 98% of the
outstanding Common Shares of Holdings-Canada.
Approval and completion of the Arrangement was
announced in a press release dated August 5, 1996, a copy of
which is attached hereto as Exhibit 99.1.
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<PAGE>
ITEM 5. OTHER EVENTS.
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Pursuant to the Arrangement, Holdings-Canada changed
its name from IntelCom Group Inc. and Holdings changed its name
from IntelCom Group (U.S.A.), Inc.
ITEM 7. EXHIBITS.
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(c) Exhibits
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2 Plan of Arrangement under Section
192 of the Canada Business Corporations
Act [Incorporated by reference to
Exhibit 2.1 to Amendment No. 1 to the
Registration Statement on Form S-4 of
ICG Communications, Inc., File No. 333-4226].
99.1 Press Release, dated August 5, 1996.
<PAGE>
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: August 5, 1996 ICG COMMUNICATIONS, INC.
By:/s/ John D. Field
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John D. Field
Executive Vice President
ICG HOLDINGS (CANADA), INC.
By:/s/ John D. Field
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John D. Field
Executive Vice President
<PAGE>
EXHIBIT INDEX
Exhibit Number Description of Exhibit
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99.1 Press Release, dated August 5, 1996.
Exhibit 99.1
[ICG LOGO]
INTELCOM GROUP INC. REORGANIZES AS A U.S. CORPORATION,
ICG COMMUNICATIONS, INC.
DENVER, Aug. 5 /PRNewswire/ -- IntelCom Group Inc. a
Canadian federal corporation, today announced that it has
received final approval for its reorganization in which its
shareholders exchanged their shares for common stock of a new
U.S.-incorporated publicly traded company, ICG Communications,
Inc. The new company is incorporated in Delaware and is the
public holding company for IntelCom Group Inc. and its operating
subsidiaries.
ICG Communications, Inc. begins trading today on the
American Stock Exchange under the symbol "ICG" (cusip: 449246 10
7). IntelCom Group Inc., shareholders exchanged more than 98
percent of their common shares on a one-for-one basis for ICG
Communications, Inc. common stock. IntelCom Group Inc., which
has been renamed ICG Holdings (Canada), Inc., will continue to be
listed on the Vancouver Stock Exchange under the symbol "IHC.A"
(cusip: 44924R 10 1).
"We are pleased with the shareholder and regulatory
approvals of our plan to become a U.S. company," said J. Shelby
Bryan, president and chief executive officer of ICG
Communications, Inc. "Our new structure will facilitate greater
flexibility and access to capital markets while enhancing our
domestic operational growth strategies."
The U.S. reorganization plan was approved by more than 99%
of the IntelCom Group Inc. shareholders voting at the annual
meeting. Shareholders who elected to continue to hold shares of
IntelCom Group Inc., will be entitled to exchange such shares at
any time into ICG Communications, Inc. common stock.
In addition to the Canadian company name change, the
company's U.S. operating subsidiary, IntelCom Group (U.S.A.),
Inc., has changed its name to ICG Holdings, Inc. ICG Holdings,
Inc., has publicly registered preferred stock and debt
securities.
At the IntelCom Group Inc. annual meeting, shareholders re-
elected Jay E. Ricks as director. The directors of ICG
Communications, Inc. are William J. Laggett, chairman (elected to
a term expiring in 1999), J. Shelby Bryan (1999 term), William W.
Becker (1998 term), Leontis Teryazos (1998 term), Harry R. Herbst
(1997 term) and Jay Ricks (1997 term. Gregory C.K. Smith
continues on the ICG Holdings (Canada), Inc. board only.
ICG's operations consist of ICG Telecom Group, ICG Fiber
Optic Technologies and ICG Satellite Services. Telecom Group is
ICG's competitive local exchange carrier (CLEC) and enhanced
services business, which includes CLEC networks in 59 markets
with four additional markets under construction. Fiber Optic
Technologies provides network integration and support services.
Satellite Services provides maritime telecommunications network
and international end-to-end voice and data services, and
operates VSAT very small aperture terminal) private data
networks.
-0- 8/5/96
/CONTACT: Steve Smith, Investor Contact, 303-575-6595, Tom
Rafferty, Media Contact, 303-572,2094, or Tom Kennedy, Media
Contact, 303-572-5986, all of ICG/
(ICG)
