ICG HOLDINGS CANADA INC
8-K, 1998-02-10
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                          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)      February 2, 1998
                                                     --------------------------


                               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)

                                                           (800) 650-5960 or    
     Registrants' telephone numbers, including area codes  (303) 572-5960
                                                         -----------------------


                                         N/A
                               -----------------------
            (Former name or former address, if changed since last report.)


     <PAGE>


          ITEM 5.   OTHER EVENTS.


                    In a press release dated February 2, 1998, ICG
          Communications, Inc., a Delaware corporation, announced that a
          new wholly-owned subsidiary, ICG Services, Inc., is offering $200
          million of Senior Discount Notes.


          ITEM 7.   EXHIBITS.

                    (c)  Exhibits
                         --------

                         99.1 Press Release, dated February 2, 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:  February 6, 1998      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


          <PAGE>

                                 EXHIBIT INDEX


           Exhibit         Description
           -------         -----------

            99.1           Press Release, dated February 2, 1998

            



          ICG COMMUNICATIONS, INC.
          9605 East Maroon Circle
          Englewood, CO  80112


                                     NEWS RELEASE
                        Contacts:  Scott Chase (303) 626-3417
                              Steve Smith (303) 575-6595


         ICG Communications, Inc. Announces $200 Million Offering of Senior
                       Discount Notes by ICG Services, Inc.

               ENGLEWOOD, Colo., Feb. 2 -- ICG Communications, Inc. ("ICG")
          (Nasdaq: ICGX), today announced that ICG Services, Inc., a new
          wholly-owned subsidiary of ICG, is offering $200 million of
          Senior Discount Notes.

          The Senior Discount Notes are ten-year notes maturing in 2008 and
          will pay no interest in cash for the first five years.  The
          proceeds from the offering will be used by ICG Services, Inc., in
          order to acquire telecommunications and related equipment and
          services for the purpose of lease or sale to other subsidiaries
          of ICG.  In addition, a portion of the proceeds from the Offering
          may be used for strategic acquisitions.

          The Senior Discount Notes being offered will not be, and have not
          been, registered under the Securities Act of 1933, as amended,
          and may not be offered or sold in the United States absent
          registration or an applicable exemption from registration
          requirements.

          ICG Services, Inc., through its subsidiary NETCOM On-Line
          Communication Services, Inc. ("NETCOM"), provides Internet
          communication solutions, connectivity and website hosting to
          individuals and to small and medium-sized businesses.  NETCOM is
          one of the leading Internet service providers in the country.

          ICG is a leading national competitive local exchange carrier
          ("CLEC") publicly traded on The Nasdaq National Market under the
          symbol "ICGX."  The operations of ICG Communications, Inc.
          consist of Telecom Services provided primarily through ICG
          Telecom Group, Inc., Internet Services provided primarily through
          ICG Services, Inc., Network Services provided primarily through
          ICG Fiber Optic Technologies, Inc. ("FOTI"), and Satellite
          Services provided primarily through ICG Satellite Services, Inc. 
          ICG Telecom Group, Inc. is ICG's CLEC and enhanced services
          business.  ICG Fiber Optic Technologies, Inc. provides network
          integration and support services.  ICG Satellite Services, Inc.
          provides maritime telecommunications network and international
          end-to-end voice and data services, and operates VSAT (very small
          aperture terminal) private data networks.
          



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