UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)*
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., Vice President, General Electric Investment
Corporation, 3003 Summer Street, Stamford, CT 06904
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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 |_|.
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/A
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CUSIP No. 450713102 Page 2 of 10 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of New York
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7 SOLE VOTING POWER
0
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,625,192 shares (4,999,365 shares upon conversion of
OWNED BY Preferred Stock)
EACH --------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
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10 SHARED DISPOSITIVE POWER
3,625,192 shares (4,999,365 shares upon conversion of
Preferred Stock)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,625,192 shares (4,999,365 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)
9.7% (13.4% 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>
SCHEDULE 13D/A
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CUSIP No. 450713102 Page 3 of 10 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
General Electric Investment Corporation
I.R.S. #22-2152310
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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7 SOLE VOTING POWER
0
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,625,192 shares (4,999,365 shares upon conversion of
OWNED BY Preferred Stock)
EACH --------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,625,192 shares (4,999,365 shares upon conversion of
Preferred Stock)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,625,192 shares (4,999,365 shares upon conversion of Preferred Stock)
- --------------------------------------------------------------------------------
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)
9.7% (13.4% upon conversion of Preferred Stock)
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14 TYPE OF REPORTING PERSON*
IA, CO
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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>
SCHEDULE 13D/A
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CUSIP No. 450713102 Page 4 of 10 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
General Electric Company
I.R.S. # 14-0689340
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |X|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of New York
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7 SOLE VOTING POWER
Disclaimed (see 11 below)
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON Disclaimed (see 11 below)
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Beneficial ownership of all shares disclaimed by General Electric Company
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
Disclaimed (see 11 above)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Not Applicable (see 11 above)
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14 TYPE OF REPORTING PERSON*
CO
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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>
INTRODUCTORY STATEMENT
On July 20, 1999, General Electric Pension Trust, a New York common
law trust ("GEPT") and Cincinnati Bell Inc. ("Cincinnati Bell") entered into a
Stock Purchase Agreement, dated as of July 20, 1999, by and among GEPT and
Cincinnati Bell (the "Stock Purchase Agreement") providing for the purchase from
GEPT, and the sale to Cincinnati Bell, of an aggregate of 4,999,345 shares of
the common stock, par value $.01 per share (the "Common Stock"), of IXC
Communications, Inc., a Delaware corporation (the "Issuer"). This Amendment No.
4 (this "Amendment") amends a Statement on Schedule 13D, as previously amended
(the "Statement"), and is being filed to report the effect of the consummation
of the transactions set forth in the Stock Purchase Agreement on the beneficial
ownership by GEPT in the Common Stock.
The Stock Purchase Agreement was previously filed as Exhibit 5 to
the Statement and is incorporated herein by reference.
This Amendment is filed on behalf of GEPT, General Electric Company,
a New York corporation ("GE") and General Electric Investment Corporation, a
Delaware corporation and a wholly owned subsidiary of GE ("GEIC"). GEIC acts as
the Investment Manager of GEPT, and may be deemed to be a beneficial owner of
the shares of Common Stock and 7 1/4% Junior Convertible Preferred Stock Due
2007, par value $.01 per share (the "Preferred Stock") of the Issuer owned by
GEPT. GEPT and GEIC each expressly disclaim that they are members of a "group."
GE disclaims beneficial ownership of all shares and expressly disclaims that it
is a member of a "group." GEPT, GE and GEIC (collectively, the "Reporting
Persons") have entered into a Joint Filing Agreement, dated July 26, 1999, a
copy of which was previously attached as Schedule I to the Statement. Except as
specifically provided herein, this Amendment does not modify any of the
information reported on the Statement, including information with respect to the
persons other than the Reporting Persons.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended and restated in its entirety as follows:
On July 20, 1999, GEPT entered into the Stock Purchase Agreement,
which provided that Cincinnati Bell would purchase from GEPT an aggregate of
4,999,345 shares of Common Stock. Pursuant to the Stock Purchase Agreement, on
July 27, 1999, GEPT sold to Cincinnati Bell 300,000 shares of Common Stock and
on August 16, 1999, GEPT sold to Cincinnati Bell 4,699,345 shares of Common
Stock.
GEPT acquired the shares of Common Stock and Preferred Stock
reported in the Statement as an investment in the ordinary course of business.
GEPT intends to review its investment in the Issuer from time to time and,
depending on market considerations and other factors, may convert its shares of
Preferred Stock into shares of Common Stock, and may purchase or sell shares of
Common Stock, 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.
Except as disclosed in Item 6 of the Statement, the Reporting
Persons do 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;
<PAGE>
(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.
The foregoing response to this Item 4 is qualified in its entirety
by reference to the Stock Purchase Agreement, the full text of which was
previously filed as Exhibit 5 to the Statement. The Stock Purchase Agreement is
incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
Paragraph (a) of Item 5 is hereby amended and restated in its
entirety as follows:
(a) The Issuer reported in the Agreement and Plan of Reorganization
and Merger, dated as of July 20, 1999, by and among Cincinnati Bell, Ivory
Merger Inc. and the Issuer that it had outstanding as of the close of business
on July 20, 1999 an aggregate of 37,393,939 shares of Common Stock. As of the
date of this Amendment, the Reporting Person may be deemed to beneficially own
4,999,345 shares of Common Stock representing approximately 13.4% of the shares
of Common Stock outstanding. This number reflects the beneficial ownership of
shares of Common Stock upon conversion of 322,349 shares of Preferred Stock,
which shares of Preferred Stock are convertible, in the aggregate, into
1,374,173 shares of Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is hereby amended and restated in its entirety as follows:
1. Stock Exchange Agreement dated as of June 10, 1996. This exhibit
is incorporated herein by reference to Exhibit 1 to the Reporting Persons'
statement on Schedule 13D, dated July 9, 1996.
2. Registration Rights Agreement dated as of June 10, 1996. This
exhibit is incorporated herein by reference to Exhibit 2 to the Reporting
Persons' statement on Schedule 13D, dated July 9, 1996.
3. Certificate of Designations, dated as of March 31, 1997, executed
by the Issuer. This exhibit is incorporated herein by reference to Exhibit 1 to
the Reporting Persons' amendment to the statement on Schedule 13D dated April 1,
1997.
4. Registration Rights Agreement, dated as of March 25, 1997, by and
among the Issuer and the Sellers. This exhibit is incorporated herein by
reference to Exhibit 2 to the Reporting Persons' amendment to the statement on
Schedule 13D dated April 1, 1997.
5. Stock Purchase Agreement by and among GEPT and Cincinnati Bell,
dated as of July 20, 1999. This exhibit is incorporated herein by reference to
Exhibit 5 to the Reporting Persons' amendment to the statement on Schedule 13D
dated July 20, 1999.
<PAGE>
6. Agreement and Plan of Reorganization and Merger by and among
Cincinnati Bell, Ivory Merger Inc. and IXC Communications, Inc., dated as of
July 20, 1999. This exhibit is incorporated herein by reference to Exhibit 6 to
the Reporting Persons' amendment to the statement on Schedule 13D dated July 20,
1999.
7. Stockholder Agreement between Cincinnati Bell and GEPT, dated as
of July 20, 1999. This exhibit is incorporated herein by reference to Exhibit 7
to the Reporting Persons' amendment to the statement on Schedule 13D dated July
20, 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, correct and
complete.
Dated: August 18, 1999
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>
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: August 18, 1999
GENERAL ELECTRIC INVESTMENT CORPORATION
By: /s/ Michael M. Pastore
----------------------------------------
Name: Michael M. Pastore
Title: Vice President
<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: August 18, 1999
GENERAL ELECTRIC COMPANY
By: /s/ John H. Myers
----------------------------------------
Name: John H. Myers
Title: Vice President
