UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
IXC Communications, Inc.
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(Name of Issuer
Common Stock, $0.01 per share
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(Title of Class of Securities)
450713102
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(CUSIP Number)
Michael M. Pastore, Esq., General Electric Investment Corporation,
3003 Summer Street, Stamford, CT 06904
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(Name, Address and Telephone Number of Person Authorized to Receive Notes and
Communications)
October 31, 1997
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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. |_|
Check the following box if a fee is being paid with the statement. |_| (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits should be filed with
the Commission. See Rule 13d-1(a) for other parties 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 purpose 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>
SCHEDULE 13D
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CUSIP No. 450713102 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Trustees of General Electric Pension Trust
I.R.S. # 14-6015763
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
Not applicable
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York State
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED 8,624,517 (9,950,067 shares upon conversion of Preferred
BY EACH REPORTING Stock)
PERSON WITH --------------------------------------------------------------
8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
8,624,517 (9,950,067 shares upon conversion of Preferred
Stock)
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,624,517 (9,950,067 shares upon conversion of Preferred Stock)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
Not Applicable
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.3% (30.3% upon conversion of Preferred Stock)
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14 TYPE OF REPORTING PERSON*
EP
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
NOTE: This Amendment No. 2 amends the Statement on Schedule 13D filed by
the Trustees of General Electric Pension Trust, a New York common law trust
("GEPT") on July 9, 1996 and amended on April 1, 1997 (as amended, the "Schedule
13D"), relating to the common stock, par value $0.01 per share ("Common Stock")
of IXC Communications, Inc., a Delaware corporation (the "Issuer"). Unless
defined herein, all capitalized terms shall have the meanings set forth in the
Schedule 13D. The Items from the Schedule 13D are amended as follows:
Item 2. Identity and Background
This statement is filed on behalf of the Trustees of General Electric
Pension Trust, a New York common law trust ("GEPT")(sometimes also referred to
as the "Reporting Person").
The address of the principal offices of GEPT is 3003 Summer Street,
Stamford, Connecticut 06904.
For information with respect to the identity and principal occupation of
each Trustee of GEPT see Schedule I attached hereto.
During the last five years, neither the Reporting Person nor, to the best
knowledge of the Reporting Person, any person identified in Schedule I has (i)
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such a
proceeding was or is subject to a judgement, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
The Reporting Person and, to the best knowledge of the Reporting Person,
all persons identified in Schedule I are United States citizens.
Item 3. Source and Amount of Funds or Other Consideration
GEPT was a beneficial owner of 6,725 shares of Series 3 Preferred Stock of
the Issuer ("Series 3 Preferred Stock"), according to its terms not convertible
into any class of stock required to be registered pursuant to Section 12 of the
Securities Exchange Act of 1934.
In October 1997, the Issuer made a tender offer for all the outstanding
shares of Series 3 Preferred Stock. On October 31, 1997, GEPT has tendered 6,725
shares of Series 3 Preferred Stock owned by it and received in exchange 335,259
shares of Common Stock of the Issuer.
Item 4. Purpose of Transaction
GEPT has exchanged its shares of Series 3 Preferred Stock for the shares
of Common Stock reported herein pursuant to the tender offer of the Issuer. GEPT
intends to review its investment in the Issuer from time to time and, depending
on market considerations and other factors, may purchase or sell the shares of
Common Stock owned by it, if appropriate opportunities to do so are available,
on such terms and at such times as it considers advisable.
GEPT does not have any special voting rights on any matter required or
permitted to be voted upon by the stockholders of the Issuer other than voting
rights possessed by all holders of Common Stock.
Page 3 of 7 Pages
<PAGE>
Subject to the foregoing, the Reporting Person does not have any present
plans or proposals, which relate to or would result in:
(a) The acquisition by any person of additional securities of the Issuer, or
the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries;
(d) Any change in the present board of directors or management of the Issuer,
including any plans or proposals to change the number of directors or to fill
any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of
the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of Issuer
As of the date hereof, GEPT has sole beneficial ownership of 9,950,067
shares of Common Stock representing approximately 30.3% of all shares of Common
Stock issued and outstanding. This number reflects the ownership of shares of
Common Stock upon conversion of 310,974 shares of 7 1/4% Junior Convertible
Preferred Stock due 2007 of the Issuer ("Preferred Stock"). GEPT purchased
300,000 shares of Preferred Stock from Credit Suisse First Boston Corporation
and Dillon, Read & Co., Inc. on April 1, 1997, for $30,000,000; further, GEPT
received stock dividends in June and September 1997 in the amount of 5,438 and
5,536 shares of Preferred Stock, respectively. The shares of Preferred Stock
presently owned by GEPT are convertible, in the aggregate, into 1,325,550 shares
of Common Stock, pursuant to the conversion provisions of the Certificate of
Designation of the Powers, Preferences and Relative, Participating, Optional and
Other Special Rights of 7 1/4% Junior Convertible Preferred Stock Due 2007 and
Qualifications, Limitations and Restrictions Thereof dated as of March 31, 1997,
which was attached as Exhibit 1 to the Amendment No. 1 to Schedule 13D and is
incorporated herein by reference.
(k) GEPT has sole power to vote or to direct the vote, in the case of shares
of Common Stock, and to dispose or direct the disposition of the shares of
Common Stock and Preferred Stock beneficially owned by GEPT.
(l) Except as disclosed herein, neither GEPT nor any person identified in
Schedule I has
Page 4 of 7 Pages
<PAGE>
effected any transaction in shares of Common Stock and Preferred Stock during
the preceding 60 days.
(m) GEPT has the sole right to receive or direct the receipt of dividends
from, or the proceeds from the sale of, the shares of Common Stock and Preferred
Stock owned by it.
(n) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
None.
Item 7. Material to Be Filed as Exhibits
None.
Page 5 of 7 Pages
<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, correct and
complete.
Dated: November 17, 1997
TRUSTEES OF GENERAL ELECTRIC
PENSION TRUST
By: General Electric Investment Corporation,
its Investment Manager
By: /s/ Michael M. Pastore
---------------------------------------
Name: Michael M. Pastore
Title: Vice President
Page 6 of 7 Pages
<PAGE>
SCHEDULE I
General Electric Pension Trust
The business address of each of the persons listed below is 3003 Summer
Street, P.O. Box 7900, Stamford, Connecticut 06904.
The names and principal occupations of each of the Trustees of the General
Electric Pension Trust are as follows:
Eugene K. Bolton Executive Vice President - Domestic
Equity Investments of General
Electric Investment Corporation
("GEIC"), Executive Vice President of
General Electric Investment
Management Incorporated ("GEIM")
Michael J. Cosgrove Executive Vice President - Mutual
Funds of GEIC, Executive Vice
President of GEIM
John H. Myers Vice President of General Electric
Company, Chairman of the Board and
President of GEIC and GEIM
Ralph R. Layman Executive Vice President -
International Equity Investments of
GEIC, Executive Vice President of GEIM
Alan M. Lewis Executive Vice President, General
Counsel and Secretary of GEIC and GEIM
Robert A. MacDougall Executive Vice President - Fixed
Income of GEIC, Executive Vice
President of GEIM
Thomas J. Szkutak Executive Vice President - Finance
and Administration of GEIC, Executive
Vice President and Chief Financial
Officer of GEIM
Donald W. Torey Executive Vice President - Real
Estate and Private Equities of GEIC,
Executive Vice President of GEIM
