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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 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.
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(EXACT NAME OF REGISTRANT SPECIFIED IN ITS CHARTER)
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DELAWARE 74-2644120
(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
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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. [X] Yes [ ] No
The number of shares of Common Stock, $.01 par value, outstanding (the only
class of common stock of the Company outstanding) was 31,542,891 on November 10,
1997.
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This Amendment No. 1 to the Quarterly Report on Form 10-Q (the "Form
10-Q") for the quarterly period ended September 30, 1997, filed with the
Securities and Exchange Commission on November 14, 1997, is being filed to
amend: :(1) Part 1, Item 2 to include an update to estimates of capital
expenditures; and (2) Part II, Item 6 to refile Exhibits 10.19 and 10.20 with
certain non-confidential portions in such Exhibits unredacted.
IXC Communications, Inc. hereby amends the following items of its Form
10-Q as set forth below:
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Certain capital expenditures originally scheduled for 1997 are now
scheduled for 1998, resulting in changes to the previous estimates for 1997
and 1998. In addition, the new estimate given below for 1998 reflects increases
relating to expansion in the Company's planned route capacity to take advantage
of certain opportunities which have been presented. As of December 11, 1997,
the Company anticipates 1997 capital expenditures will be approximately $300
million, of which $202.5 million had been spent through September 30, 1997. The
Company expects to continue to make substantial capital expenditures during the
remainder of 1997 and thereafter. The Company currently anticipates that 1998
capital expenditures will be in the range of $550-600 million. The 1998
projected spending level encompasses certain capital expenditures that
originally were projected to be made in 1997 but now are projected to be made
in 1998 and additional fiber route miles, as well as network upgrades and
capacity expansion of the network. The Company frequently revises its estimates
of capital expenditures because of the rapid growth of the Company's business
and because the large, on-going network expansion is subject to changes in
timing, design, route and capacity, and variances from expected costs. The
preceding forward-looking statements regarding capital expenditures for 1997
and 1998 are based on certain assumptions as to future events, many of which
are not under the Company's control. Important factors which could increase or
decrease the amount of the capital expenditures include construction delays or
construction cost overruns, delays or higher than expected costs in obtaining
rights-of-way, or changes in the scope of the network expansion and increased
demands for capacity of the Company's customers.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
EXHIBIT
NUMBER DESCRIPTION
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3.1* Restated Certificate of Incorporation of IXC Communications, Inc., as amended.
3.2* Bylaws of IXC Communications, Inc., as amended.
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).
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).
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EXHIBIT
NUMBER DESCRIPTION
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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 IXC
Communications, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31,
1997 (the "March 31, 1997 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 March 31, 1997 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
March 31, 1997 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
(incorporated by reference to exhibit 4.15 of IXC Communications, Inc. Quarterly
Report on Form 10-Q for the quarter ended June 30, 1997, as amended (the "June 30,
1997 10-Q")).
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
(incorporated by reference to Exhibit 4.16 of the June 30, 1997 10-Q).
4.17 Purchase Agreement dated as of August 14, 1997 by and among IXC Communications,
Inc. and the initial purchasers named in Schedule A thereto (incorporated by
reference to Exhibit 4.1 of IXC Communications, Inc. Current Report on Form 8-K
dated August 20, 1997 and filed with the Commission on August 28, 1997 (the
"8-K")).
4.18 Indenture dated as of August 15, 1997 between IXC Communications, Inc. and The Bank
of New York (incorporated by reference to Exhibit 4.2 of the 8-K).
4.19 Registration Rights Agreement dated as of August 14, 1997 by and among IXC
Communications, Inc. and the purchasers named therein (incorporated by reference to
Exhibit 4.3 of the 8-K).
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
(incorporated by reference to Exhibit 10.3 of the June 30, 1997 10-Q).
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).
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EXHIBIT
NUMBER DESCRIPTION
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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).
10.13 Business Consultant and Management Agreement dated as of March 1, 1997 by and
between IXC Communications, Inc. and Culp Communications Associates (incorporated
by reference to Exhibit 10.13 of IXC Communications, Inc. Registration Statement on
Form S-4 filed with the Commission on October 3, 1997 (File No. 333-37157) (the
"EPS S-4").
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. (incorporated by reference to Exhibit 10.17 of the June 30, 1997
10-Q).
10.18 Loan and Security Agreement dated as of July 18, 1997 among IXC Communications,
Inc., IXC Carrier, Inc. and NTFC Capital Corporation (incorporated by reference to
Exhibit 10.18 of the June 30, 1997 10-Q).
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.
10.21 Employment Agreement dated as of September 9, 1997 between Benjamin L. Scott and
IXC Communications, Inc. (incorporated by reference to Exhibit 10.21 of the EPS
S-4).
10.22 IXC Communication, Inc. 1997 Special Executive Stock Plan (incorporated by
reference to Exhibit 10.22 of the EPS S-4).
11.1* Statement of Computation of Earnings per Share.
27.1* Financial Data Schedule.
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* Previously filed.
+ Filed herewith. This Exhibit has been filed in redacted form pursuant to a
request for confidential treatment filed separately with the Commission
pursuant to Rule 24b-2.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment No. 1 to the report to be signed on
its behalf by the undersigned thereunto duly authorized.
IXC Communications, Inc.,
a Delaware corporation
December 12, 1997 By: /s/ STUART K. COPPENS
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Stuart K. Coppens
Vice President of Finance and
Chief Accounting Officer
(Duly Authorized Officer and
Chief Accounting Officer)
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