SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
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) October 12, 1997
-------------------------
ICG COMMUNICATIONS, INC.
-------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
Delaware 1-11965 84-1342022
-------------------------------------------------------------------------
(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
9605 E. Maroon Circle, P.O. Box 6742, Englewood, Colorado 80155-6742
--------------------------------------------------------------------
(Address of principal executive offices)
ICG HOLDINGS (CANADA), INC.
-------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
Canada 1-11052 Not Applicable
-------------------------------------------------------------------------
(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
1710-1177 West Hastings Street, Vancouver, British Columbia V6E 2L3
-------------------------------------------------------------------
(Address of principal executive offices)
ICG HOLDINGS, INC.
-------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
Colorado 33-96540 84-1158866
-------------------------------------------------------------------------
(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
9605 E. Maroon Circle, P.O. Box 6742, Englewood, Colorado 80155-6742
--------------------------------------------------------------------
(Address of principal executive offices)
Registrants' telephone numbers, including area codes (800) 650-5960 or
--------------------
(303) 572-5960
--------------------
N/A
---------
(Former name or former address, if changed since last report.)
<PAGE>
ITEM 5. OTHER EVENTS.
------ ------------
On October 12, 1997, NETCOM On-Line Communications Services,
Inc., a Delaware corporation ("NETCOM"), entered into an
Agreement and Plan of Merger (the "Merger Agreement") with ICG
Communications, Inc., a Delaware corporation ("ICG"), pursuant to
which ICG has agreed to acquire NETCOM through a tax-free merger
(the "Merger") of a newly formed Delaware subsidiary of ICG with
and into NETCOM. Under the terms of the Merger Agreement, each
share of NETCOM's $.01 par value Common Stock would be exchanged
for 0.8628 shares of Common Stock, $.01 par value, of ICG ("ICG
Common Stock"), subject to adjustment as described below. The
closing price of a share of ICG Common Stock on the Nasdaq
National Market on October 10, 1997 was $26.25.
The exchange ratio will be subject to adjustment as follows:
If the volume weighted average price for one share of ICG Common
Stock for the ten consecutive trading days ending two trading
days prior to the closing of the Merger (the "ICG Closing Price")
drops below $22.125 but no less than $19.00, the exchange ratio
will be adjusted to equal the fraction obtained by dividing
$19.0625 by the ICG Closing Price, and if the ICG Closing Price
drops below $19.00 per share, the exchange ratio will be fixed at
1.0078 shares of ICG Common Stock for each share of NETCOM Common
Stock.
The Merger has been unanimously approved by the Boards of
Directors of both ICG and NETCOM. Either party may terminate the
Merger Agreement without liability if such party's independent
auditors render written advice that the Merger will not qualify
for pooling-of-interests accounting treatment, or upon the
occurrence of other specified events. The Merger is subject to
the effectiveness of a registration statement registering the
shares of ICG Common Stock that will be issued pursuant to the
Merger Agreement. In addition, the consummation of the Merger is
conditioned upon approval by the stockholders of both ICG and
NETCOM, certain regulatory approvals, required consents and other
customary closing conditions. The parties expect the transaction
to close during the first quarter of 1998.
<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: October 21, 1997 ICG COMMUNICATIONS, INC.
By:/s/ James D. Grenfell
-----------------------------
James D. Grenfell
Executive Vice President
and Chief Financial Officer
ICG HOLDINGS (CANADA), INC.
By:/s/ James D. Grenfell
-----------------------------
James D. Grenfell
Executive Vice President
and Chief Financial Officer
ICG HOLDINGS, INC.
By:/s/ James D. Grenfell
-----------------------------
James D. Grenfell
Executive Vice President
and Chief Financial Officer
