SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Amended to include exhibits)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1996
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(Commission File Number 1-11965)
ICG COMMUNICATIONS, INC.
(Commission File Number 1-11052)
ICG HOLDINGS (CANADA), INC.
(Commission File Number 33-96540)
ICG HOLDINGS, INC.
(Exact name of Registrants as Specified in their Charters)
Delaware 84-1342022
Canada Not Applicable
Colorado 84-1158866
(State or other jurisdiction of (I.R.S. employer identification
incorporation) number)
9605 East Maroon Circle Not applicable
Englewood, Colorado 80112
1710-1177 West Hastings Street c/o ICG Communications, Inc.
Vancouver, BC V6E 2L3 9605 East Maroon Circle
P.O. Box 6742
Englewood, Colorado 80155-6742
9605 East Maroon Circle Not applicable
Englewood, Colorado 80112
(Address of principal executive (Address of U.S. agent for
offices) service)
Registrants' telephone numbers, including area codes: (303)572-
5960; (800) 650-5960; and (303) 572-5960
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Exchange on Which
Registered
Common Stock, $.01 par value American Stock Exchange
(30,953,330 shares outstanding
on December 10, 1996)
Class A Common Shares, no par Vancouver Stock Exchange
value
(31,795,270 shares outstanding
on December 10, 1996)
Not Applicable Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
Title of Each Class
Not Applicable
Not Applicable
Not Applicable
Indicate by check mark whether the Registrants: (1) have 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 Registrants were required to
file such reports), and (2) have been subject to such filing
requirements for the past 90 days. Yes No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of Registrants' knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
On December 10, 1996, the aggregate market value of ICG
Communications, Inc. Common Stock held by non-affiliates (using
the $19.88 American Stock Exchange closing price on December 10,
1996) was approximately $615,352,200.
On December 10, 1996, the aggregate market value of ICG Holdings
(Canada), Inc. Class A Common Shares held by non-affiliates
(using the US$21.32 Vancouver Stock Exchange closing price on
November 6, 1996, the last day on which a sale was reported) was
approximately $17,713,296.
ICG Holdings (Canada), Inc. owns all of the issued and
outstanding shares of Common Stock of ICG Holdings, Inc.
EXHIBITS
10.39: Employment Agreement between Fiber Optic
Technologies, Inc. and Mark S. Helwege, dated July
8, 1996.
10.41: Employment Agreement between ICG Satellite Services,
Inc. and Douglas I. Falk, dated August 14, 1996.
10.42: ICG Communications, Inc. 401(k) Wrap Around Deferred
Compensation Plan.
21: Subsidiaries of the Registrant.
23.1: Consent of KPMG Peat Marwick LLP.
27: Financial Data Schedule.
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this
report to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: January 31, 1997 ICG COMMUNICATIONS, INC.
By: /s/James D. Grenfell
________________________
James D. Grenfell
Chief Financial Officer
By: /s/Richard Bambach
________________________
Richard Bambach
Corporate Controller
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this
report to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: January 31, 1997 ICG HOLDINGS (CANADA), INC.
By: /s/James D. Grenfell
________________________
James D. Grenfell
Chief Financial Officer
By: /s/Richard Bambach
________________________
Richard Bambach
Corporate Controller
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this
report to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: January 31, 1997 ICG HOLDINGS,INC.
By: /s/James D. Grenfell
________________________
James D. Grenfell
Chief Financial Officer
By: /s/Richard Bambach
________________________
Richard Bambach
Corporate Controller