1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 10-Q/A (AMENDMENT NO. 2) ------------------------ [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 0-20803 ------------------------ IXC COMMUNICATIONS, INC. (EXACT NAME OF REGISTRANT SPECIFIED IN ITS CHARTER) ------------------------ DELAWARE 75-2644120 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 5000 PLAZA ON THE LAKE, SUITE 200, AUSTIN, TEXAS 78746 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) (512) 328-1112 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] The number of shares of Common Stock, $.01 par value, outstanding (the only class of common stock of the Company outstanding) was 30,898,841 on July 31, 1997. ================================================================================ 2 This Amendment No. 2 to the Quarterly Report on Form 10-Q is being filed to amend certain exhibits to the Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, that was filed with the Securities and Exchange Commission on August 6, 1997, as amended on August 8, 1997 ("Form 10-Q"). IXC Communications, Inc. hereby amends its Form 10-Q by amending Exhibits 10.19 and 10.20 to the exhibits contained under Item 6 (Exhibits and Reports on Form 8-K), which are being filed in redacted form pursuant to a request for confidential treatment filed separately pursuant to Rule 24b-2, contained in Part II of the Form 10-Q for the quarter ended June 30, 1997, as set forth below: ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (A) EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------ --------------------------------------------------------------------------------- 3.1 + Restated Certificate of Incorporation of IXC Communications, Inc., as amended 3.2 Bylaws of IXC Communications, Inc., as amended (incorporated by reference to Exhibit 3.2 of IXC Communications, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 1997 (the "10-Q")). 4.1 Specimen certificate representing shares of Common Stock of IXC Communications, Inc. (incorporated by reference to Exhibit 4.1 of IXC Communications, Inc. Registration Statement on Form S-1 filed with the Commission on May 20, 1996, as amended (File No. 333-4061) (the "S-1")). 4.2 Indenture dated as of October 5, 1995 by and among IXC Communications, Inc., on its behalf and as successor-in-interest to I-Link Holdings, Inc. and IXC Carrier Group, Inc., each of IXC Carrier, Inc., on its behalf and as successor-in-interest to I-Link, Inc., CTI Investments, Inc., Texas Microwave, Inc. and WTM Microwave, Inc., Atlantic States Microwave Transmission Company, Central States Microwave Transmission Company, Telcom Engineering, Inc., on its behalf and as successor-in-interest to SWTT Company and Microwave Network, Inc., Tower Communication Systems Corp., West Texas Microwave Company, Western States Microwave Transmission Company, Rio Grande Transmission, Inc., IXC Long Distance, Inc., Link Net International, Inc. (collectively, the "Guarantors") and IBJ Schroder Bank & Trust Company, as Trustee, with respect to the 12 1/2% Series A and Series B Senior Notes due 2005 (incorporated by reference to Exhibit 4.1 of IXC Communications, Inc.'s and each of the Guarantor's Registration Statement on Form S-4 filed with the Commission on April 1, 1996, as amended (File No. 333-2936) (the "S-4")). 4.3 Purchase Agreement dated October 5, 1995 by and among IXC Communications, Inc., and the Purchasers named therein (incorporated by reference to Exhibit 4.2 of the S-4). 4.4 A/B Exchange Registration Rights Agreement dated as of October 5, 1995 by and among IXC Communications, Inc., the Guarantors and the Purchasers named therein (incorporated by reference to Exhibit 4.3 of the S-4). 4.5 Escrow Account and Disbursement Agreement dated as of October 5, 1995 by and among IXC Communications, Inc., IBJ Schroder Bank & Trust Company, as Escrow Holder, and IBJ Schroder Bank & Trust Company, as Collateral Agent (incorporated by reference to Exhibit 4.4 of the S-4). 4.6 Escrow Account Security Agreement dated as of October 5, 1995 by and between IXC Communications, Inc. and IBJ Schroder Bank & Trust Company (incorporated by reference to Exhibit 4.5 of the S-4). 4.7 Form of 12 1/2% Series A Senior Notes due 2005 (incorporated by reference to Exhibit 4.6 of the S-4). 4.8 Form of 12 1/2% Series B Senior Notes due 2005 and Subsidiary Guarantee (incorporated by reference to Exhibit 4.8 of the S-1). 4.9 Amendment No. 1 to Indenture and Subsidiary Guarantee dated as of June 4, 1996 by and among IXC Communications, Inc., the Guarantors and the Trustee (incorporated by reference to Exhibit 4.11 of the S-1). 1 3 EXHIBIT NUMBER DESCRIPTION - ------ --------------------------------------------------------------------------------- 4.10 Stock Exchange Agreement dated as of June 10, 1996 by and between IXC Communications, Inc., and Trustees of General Electric Pension Trust ("GEPT") (incorporated by reference to Exhibit 4.12 of the S-1). 4.11 Registration Rights Agreement dated as of June 10, 1996 by and among IXC Communications, Inc., GEPT and certain stockholders of IXC Communications, Inc. (incorporated by reference to Exhibit 4.13 of the S-1). 4.12 Purchase Agreement dated as of March 25, 1997 by and among IXC Communications, Inc., Credit Suisse First Boston Corporation ("CS First Boston") and Dillon Read & Co. Inc. ("Dillon Read") incorporated by reference to Exhibit 4.12 of the 10-Q). 4.13 Registration Rights Agreement dated as of March 25, 1997 by and among IXC Communications, Inc., CS First Boston and Dillon Read (incorporated by reference to Exhibit 4.13 of the 10-Q). 4.14 Amendment to Registration Rights Agreement dated as of March 25, 1995 between IXC Communications, Inc. and GEPT (incorporated by reference to Exhibit 4.14 of the 10-Q). 4.15 + Registration Rights Agreement dated as of July 8, 1997 among IXC Communications, Inc. and each of William G. Rodi, Gordon Hutchins, Jr. and William F. Linsmeier. 4.16 + Registration Rights Agreement dated as of July 8, 1997 among IXC Communications, Inc. and each of William G. Rodi, Gordon Hutchins, Jr. and William F. Linsmeier. 10.1 Office Lease dated June 21, 1989 with USAA Real Estate Company, as amended (incorporated by reference to Exhibit 10.1 of the S-4). 10.2 Equipment Lease dated as of December 1, 1994 by and between DSC Finance Corporation and Switched Services Communications, L.L.C.; Assignment Agreement dated as of December 1, 1994 by and between Switched Services Communications, L.L.C. and DSC Finance Corporation; and Guaranty dated December 1, 1994 made in favor of DSC Finance Corporation by IXC Communications, Inc. (incorporated by reference to Exhibit 10.2 of the S-4). 10.3 + Amended and Restated 1994 Stock Plan of IXC Communications, Inc., as amended. 10.4 Form of Non-Qualified Stock Option Agreement under the 1994 Stock Plan of IXC Communications, Inc. (incorporated by reference to Exhibit 10.4 of the S-4). 10.5 Form of IXC Communications, Inc. Restricted Stock Agreement (incorporated by reference to Exhibit 10.5 of the S-4). 10.6 Form of IXC Communications, Inc. Restricted Stock Agreement (incorporated by reference to Exhibit 10.6 of the S-4). 10.7 Amended and Restated Development Agreement by and between Intertech Management Group, Inc. and IXC Long Distance, Inc. (incorporated by reference to Exhibit 10.7 of the S-4). 10.8 Second Amended and Restated Service Agreement dated as of January 1, 1996 by and between Switched Services Communications, L.L.C. and Excel Telecommunications, Inc. (incorporated by reference to Exhibit 10.8 of the S-4). 10.9 Equipment Purchase Agreement dated as of January 16, 1996 by and between Siecor Corporation and IXC Carrier, Inc. (incorporated by reference to Exhibit 10.9 of the S-4). 10.10 1996 Stock Plan of IXC Communications, Inc., as amended (incorporated by reference to Exhibit 10.10 of IXC Communications, Inc. Annual Report on Form 10-K for the year ended December 31, 1996 (the "10-K")). 10.11 IRU Agreement dated as of November 1995 between WorldCom, Inc. and IXC Carrier, Inc. (incorporated by reference to Exhibit 10.11 of the S-4). 10.12 Outside Directors' Phantom Stock Plan of IXC Communications, Inc., as amended (incorporated by reference to Exhibit 10.12 of the 10-K). 2 4 EXHIBIT NUMBER DESCRIPTION - ------ --------------------------------------------------------------------------------- 10.13 Business Consultant and Management Agreement dated as of January 3, 1995 by and between IXC Communications, Inc. and Culp Communications Associates (incorporated by reference to Exhibit 10.13 of the S-1). 10.14 Employment Agreement dated December 28, 1995 by and between IXC Communications, Inc. and James F. Guthrie (incorporated by reference to Exhibit 10.14 of the S-1). 10.15 Employment Agreement dated August 28, 1995, by and between IXC Communications, Inc. and David J. Thomas (incorporated by reference to Exhibit 10.15 of the S-1). 10.16 Special Stock Plan of IXC Communications, Inc. (incorporated by reference to Exhibit 10.16 of the 10-K). 10.17 + Lease dated as of June 4, 1997 between IXC Communications, Inc. and Carramerica Realty, L.P. 10.18 + Loan and Security Agreement dated as of July 18, 1997 among IXC Communications, Inc., IXC Carrier, Inc. and NTFC Capital Corporation 10.19 * IRU and Stock Purchase Agreement dated as of July 22, 1997 between IXC Internet Services, Inc. and PSINet Inc. 10.20 * Joint Marketing and Services Agreement dated on July 22, 1997 between IXC Internet Services, Inc. and PSINet Inc. 11.1 + Statement of Computation of Earnings per Share. 27.1 + Financial Data Schedule. - --------------- + Previously filed. * Filed herewith in redacted form pursuant to a request for confidential treatment filed separately with the Commission pursuant to Rule 24b-2. (B) REPORTS ON FORM 8-K. (1) Form 8-K dated April 1, 1997 and filed with the Commission on April 3, 1997 with respect to the Company's notice of offering of unregistered securities pursuant to Rule 135c(d) of the Securities Act of 1933, as amended, with respect to the sale of Convertible Preferred Stock, which occurred on April 1, 1997. 3 5 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 2 to the report to be signed on its behalf by the undersigned thereunto duly authorized. IXC Communications, Inc., a Delaware corporation December 9, 1997 By: /s/ JAMES F. GUTHRIE ------------------------------------ James F. Guthrie Executive Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer) 4