SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) January 21, 1998
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ICG COMMUNICATIONS, INC.
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(Exact name of registrant as specified in charter)
Delaware 1-11965 84-1342022
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
9605 E. Maroon Circle, P.O. Box 6742, Englewood, Colorado 80155-6742
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(Address of principal executive offices)
ICG HOLDINGS (CANADA), INC.
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(Exact name of registrant as specified in charter)
Canada 1-11052 Not Applicable
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
1710-1177 West Hastings Street, Vancouver, British Columbia V6E 2L3
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(Address of principal executive offices)
ICG HOLDINGS, INC.
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(Exact name of registrant as specified in charter)
Colorado 33-96540 84-1158866
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
9605 E. Maroon Circle, P.O. Box 6742, Englewood, Colorado 80155-6742
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(Address of principal executive offices)
Registrants' telephone numbers, including area codes (800) 650-5960 or
(303) 572-5960
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N/A
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(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 21, 1998, ICG Communications, Inc. ("ICG")
completed the previously announced acquisition of NETCOM On-Line
Communication Services, Inc. ("NETCOM"), pursuant to the
Agreement and Plan of Merger, dated October 12, 1997, as amended
December 15, 1997, among ICG, NETCOM and ICG Acquisition, Inc.
(the "Merger Agreement"). Pursuant to the Merger Agreement, the
former stockholders of NETCOM will receive 0.8628 shares of ICG
common stock for each share of NETCOM common stock. An aggregate
of 10,198,733 shares of ICG common stock will be issued in
exchange for all of the issued and outstanding shares of common
stock of NETCOM.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. The
financial statements of NETCOM have been previously filed with
the Commission and are incorporated by reference from NETCOM's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1997 and NETCOM's Annual Report on Form 10-KSB/A for the fiscal
year ended December 31, 1996.
(B) PRO FORMA FINANCIAL INFORMATION. The required pro
forma financial statements have been previously filed with the
Commission and are incorporated by reference from the
Registrant's registration statement on Form S-4 (Reg. No. 333-
39737).
(C) EXHIBITS.
2.1 Agreement and Plan of Merger, dated October 12,
1997, by and among ICG, ICG Acquisition, Inc. and
NETCOM.
2.2 Amendment to Agreement and Plan of Merger, dated
December 15, 1997, by and among ICG, ICG
Acquisition, Inc. and NETCOM.
23.1 Consent of Ernst & Young LLP.
99.1 NETCOM Annual Report on Form 10-KSB/A for the
fiscal year ended December 31, 1996.
99.2 NETCOM Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 1997.
99.3 ICG Registration Statement on Form S-4 initially
filed on November 7, 1997 (Reg. No. 333-39737).
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 5, 1998 ICG COMMUNICATIONS, INC.
By: /s/ James D. Grenfell
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James D. Grenfell
Executive Vice President and Chief
Financial Officer
ICG HOLDINGS (CANADA), INC.
By: /s/ James D. Grenfell
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James D. Grenfell
Executive Vice President and Chief
Financial Officer
ICG HOLDINGS, INC.
By: /s/ James D. Grenfell
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James D. Grenfell
Executive Vice President and Chief
Financial Officer
EXHIBIT INDEX
2.1 Agreement and Plan of Merger, dated October 12, 1997,
by and among ICG, ICG Acquisition, Inc. and NETCOM.
2.2 Amendment to Agreement and Plan of Merger, dated
December 15, 1997, by and among ICG, ICG Acquisition,
Inc. and NETCOM.
23.1 Consent of Ernst & Young LLP.
99.1 NETCOM Annual Report on Form 10-KSB/A for the fiscal
year ended December 31, 1996.
99.2 NETCOM Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1997.
99.3 ICG Registration Statement on Form S-4 initially filed
on November 7, 1997 (Reg. No. 333-39737).