SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T - 1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an application to determine eligibility of a
Trustee pursuant to Section 305(b)(2)
NORWEST BANK COLORADO, N.A.
(Exact name of trustee as specified in its charter)
NOT APPLICABLE 84-0187632
(Jurisdiction of incorporation or ------------------------
Organization if not a U.S. national (I.R.S. Employer
bank) Identification No.)
1740 BROADWAY
DENVER, COLORADO 80274-8693
(Address of principal executive office) (Zip Code)
NORWEST BANK COLORADO, N.A.
ATTN: CORPORATE TRUST DEPARTMENT
1740 BROADWAY
DENVER, CO 80274-8693
303-863-6247
(Name, address and telephone number of agent for service)
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ICG COMMUNICATIONS, INC.
(Exact name of obligor as specified in its charter)
COLORADO 84-1448147
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
No.)
161 INVERNESS DRIVE WEST
ENGLEWOOD, CO 80112
(Address of principal executive office) (Zip Code)
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ICG SERVICES, INC. 10% SENIOR DISCOUNT NOTES DUE FEBRUARY 15, 2008
ITEM 1. GENERAL INFORMATION
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority
to which it is subject.
Name Address
---- -------
Comptroller of the Currency Washington, D.C.
Federal Reserve Bank of Denver Denver, Colorado
Federal Deposit Insurance Corporation Dallas, Texas
National Bank Examiners - Western District Denver, Colorado
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH OBLIGOR.
If the Obligor is an affiliate of the trustee, describe such
affiliation.
None.
ITEM 3. VOTING SECURITIES OF THE TRUSTEE.
(a) Furnish the following information as to each class of voting
securities of the trustee.
As of April 27, 1998
--------------
(within 31 days)
Col. A Col. B
------ ------
Title of Class Amount Outstanding
-------------- ------------------
Not Applicable
ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES.
If the trustee is a trustee under another indenture under
which any other securities, or certificates of interest or
participation in any other securities, of the obligor are
outstanding, furnish the following information:
(a) Title of the securities outstanding under each such other
indenture.
ICG Holdings, Inc. 13.5% Senior Discount Notes Due
September 15, 2005 and Warrants
ICG Holdings, Inc. 12 1/2% Senior Discount Notes Due
May 1, 2006
ICG Holdings, Inc. 11 5/8% Senior Discount Notes Due
March 15, 2007
(b) A brief statement of the facts relied upon as a basis for the
claim that no conflicting interest within the meaning of
Section 310(b)(1) of the Act arises as a result of the
trusteeship under any such other indentures, including a
statement as to how the indenture securities will rank as
compared with the securities under such other indentures.
Not applicable.
ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR
OR UNDERWRITERS.
If the trustee or any of the directors or executive officers
of the trustee is a director, officer, partner, employee,
appointee, or representative of the obligor or of any
underwriter for the obligor, identify each such person having
any such connection and state the nature of each such
connection.
Not applicable.
ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS
OFFICIALS.
Furnish the following information as to the voting securities
of the trustee owned beneficially by the obligor and each
director, partner and executive officer of the obligor:
As of April 27, 1998
---------------
(within 31 days)
Col. A Col. B Col. C Col. D
- ------------- -------------- ------------ ----------------------
Percentage of Voting
Securities Represented
Amount Owned by Amount Given
Name of Owner Title of Class Beneficially In Col. C
- ------------- -------------- ------------ ----------------------
None
ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE UNDERWRITERS OR THEIR
OFFICIALS.
Furnish the following information as to the voting securities
of the trustee owned beneficially by each underwriter for the
obligor and each director, partner, and executive officer of
each such underwriter:
As of April 27, 1998
---------------
(within 31 days)
Col. A Col. B Col. C Col. D
- ------------ -------------- ------------ ----------------------
Percentage of Voting
Securities Represented
Amount Owned by Amount Given
Name of Owner Title of Class Beneficially in Col. C
- ------------- -------------- ------------ ----------------------
None
ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
Furnish the following information as to securities of the obligor
owned beneficially or held as collateral security for obligations
in default by the trustee:
As of April 27, 1998
---------------
(within 31 days)
Col. A Col. B Col. C Col. D
- ----------- -------------- ---------------------- --------------
Whether the Amount Owned Percentage of
Securities are Beneficially or Class
Voting or Held as Collateral Represented by
Title of Nonvoting Security for Amount Given
Class Securities Obligations in Default in Col. C
- ----------- -------------- ---------------------- --------------
None
ITEM 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.
If the trustee owns beneficially or holds as collateral
security for obligations in default any securities of an
underwriter for the obligor, furnish the following information
as to each class of securities of such underwriter, any of
which are so owned or held by the trustee:
As of April 27, 1998
----------------
(within 31 days)
Col. A Col. B Col. C Col. D
- ----------- -------------- --------------------- ----------------------
Amount Owned
Name of Beneficially or Held Percentage of Class
Issuer and as Collateral Security Securities Represented
Title of Amount for Obligations in by Amount Given
Class Outstanding Default by Trustee in Col. C
- ----------- -------------- --------------------- ----------------------
None
ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.
If the trustee owns beneficially or holds as collateral
security for obligations in default any voting securities of a
person who, to the knowledge of the trustee (1) owns 10
percent or more of the voting securities of the obligor or (2)
is an affiliate, other than a subsidiary, of the obligor,
furnish the following information as to the voting securities
of such person:
As of April 27, 1998
----------------
(within 31 days)
Col. A Col. B Col. C Col. D
- ----------- -------------- --------------------- ----------------------
Amount Owned
Name of Beneficially or Held Percentage of Class
Issuer and as Collateral Security Securities Represented
Title of Amount for Obligations in by Amount Given
Class Outstanding Default by Trustee in Col. C
- ----------- -------------- --------------------- ----------------------
None
ITEM 11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.
If the Trustee owns beneficially or holds as collateral
security for obligations in default any securities of a person
who, to the knowledge of the trustee, owns 50 percent or more
of the voting securities of the obligor, furnish the following
information as to each class of securities of such person, any
of which are so owned or held by the trustee:
As of April 27, 1998
----------------
(within 31 days)
Col. A Col. B Col. C Col. D
- ----------- -------------- --------------------- ----------------------
Amount Owned
Name of Beneficially or Held Percentage of Class
Issuer and as Collateral Security Securities Represented
Title of Amount for Obligations in by Amount Given
Class Outstanding Default by Trustee in Col. C
- ----------- -------------- --------------------- ----------------------
None
ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
Except as noted in the instructions, if the obligor is
indebted to the trustee, furnish the following information:
Col. A Col. B Col. C
---------------------- ------------------ --------
Nature of Indebtedness Amount Outstanding Date Due
---------------------- ------------------ --------
ICG Wireless Services, Inc.
Standby Letter of Credit $ 66,607 June 28, 1998
ICG Wireless Services, Inc.
Standby Letter of Credit $117,995 June 28, 1998
Equipment Finance Lease $ 84,400 September, 1998
ITEM 13. DEFAULTS BY THE OBLIGOR.
(a) State whether there is or has been a default with respect to the
securities under this indenture. Explain the nature of any such
default.
None.
(b) If the trustee is a trustee under another indenture under which
any other securities, or certificates of interest or
participation in any other securities, of the obligor are
outstanding, or is trustee for more than one outstanding series
of securities under the indenture, state whether there has been
a default under any such indenture or series. identify the
indenture or series affected, and explain the nature of any such
default.
None.
ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS.
If any underwriter is an affiliate of the trustee, describe each such
affiliation.
Not applicable.
ITEM 15. FOREIGN TRUSTEE.
Identify the order or rule pursuant to which the foreign
trustee is authorized to act as sole trustee under indentures
qualified or to be qualified under the Act.
Not applicable.
ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as a part of this statement of
eligibility.
1. A copy of the articles of association of the trustee as
now in effect*
2. A copy of the authorization of the trustee to exercise
corporate trust powers*
3. A copy of the existing bylaws of the trustee, or
instruments corresponding thereto*
4. A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority**
*EXHIBITS 1, 2, AND 3 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS
BEARING IDENTICAL NUMBERS IN ITEM 16 OF THE FORM T-1 OF NORWEST BANK
COLORADO, N.A. FILED AS EXHIBIT 25.1 TO THE REGISTRATION STATEMENT ON
AMENDMENT NO. 2 TO FORM S-4 OF ICG HOLDINGS, INC., FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON JUNE 5, 1997 (REGISRATION NO.
333-24359).
**EXHIBIT 4 IS HEREIN INCORPORATED BY REFERENCE TO EXHIBIT BEARING
IDENTICAL NUMBERS IN ITEM 16 OF THE FORM T-1 OF NORWEST BANK COLORADO,
N.A. FILED AS EXHIBIT 25.1 TO THE REGISTRATION STATEMENT ON FORM 8-K
OF NORDSTROM, INC., FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON MARCH 13, 1998 (REGISRATION NO. 333-47035).
SIGNATURE
Pursuant to the requirements of the Trustee Indenture Act
of 1939 the trustee, Norwest Bank Colorado, N.A., organized and existing
under the laws of the United States of America, has duly caused this
statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City and County of Denver, and State
of Colorado on the 27th day of April, 1998.
NORWEST BANK COLORADO, N.A.
By: /s/ Amy E. Buck
------------------------
Vice President
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of
1939, in connection with the issue of ICG Services, Inc. 10% Senior Discount
Notes Due February 15, 2008 we hereby consent that reports of examinations
by Federal, State, Territorial, or District authorities may be furnished by
such authorities to the Securities and Exchange Commission upon request
therefore.
NORWEST BANK COLORADO, N.A.
By: /s/ Amy E. Buck
------------------------
Vice President
Dated: April 27, 1998