-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Suj0xVYWscq9M/ZEpgdZDReqY2fo0aCpZAQYdBy+Y5q7vjlfsy6oYBWt/ik5DjKP BQuwVVfoajaM5wl5tiIZkw== 0000950123-04-008956.txt : 20040730 0000950123-04-008956.hdr.sgml : 20040730 20040729173314 ACCESSION NUMBER: 0000950123-04-008956 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040730 GROUP MEMBERS: CHESTNUT STREET PARTNERS, INC. GROUP MEMBERS: CHESTNUT VENTURE PARTNERS, L.P. GROUP MEMBERS: COLUMBIA CAPITAL EMPLOYEE INVESTORS III, L.L.C. GROUP MEMBERS: COLUMBIA CAPITAL EQUITY PARTNERS (CAYMAN) III, LTD. GROUP MEMBERS: COLUMBIA CAPITAL EQUITY PARTNERS III (AI), L.P. GROUP MEMBERS: COLUMBIA CAPITAL EQUITY PARTNERS III (CAYMAN), L.P. GROUP MEMBERS: COLUMBIA CAPITAL EQUITY PARTNERS III (QP), L.P. GROUP MEMBERS: COLUMBIA CAPITAL EQUITY PARTNERS III, L.P. GROUP MEMBERS: COLUMBIA CAPITAL III, L.L.C. GROUP MEMBERS: COLUMBIA CAPITAL INVESTORS III, L.L.C. GROUP MEMBERS: M/C VENTURE INVESTORS, L.L.C. GROUP MEMBERS: M/C VENTURE PARTNERS V, L.P. GROUP MEMBERS: M/C VP V L.L.C. GROUP MEMBERS: MCCC MERGER CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ICG COMMUNICATIONS INC /DE/ CENTRAL INDEX KEY: 0001013240 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 841342022 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-47577 FILM NUMBER: 04939987 BUSINESS ADDRESS: STREET 1: 161 INVERNESS DRIVE WEST STREET 2: PO BOX 6742 CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 3034145643 MAIL ADDRESS: STREET 1: 161 INVERNESS DRIVE WEST STREET 2: P O OX 6742 CITY: ENGLEWOOD STATE: CO ZIP: 80112 FORMER COMPANY: FORMER CONFORMED NAME: ICG HOLDINGS CANADA CO DATE OF NAME CHANGE: 19990226 FORMER COMPANY: FORMER CONFORMED NAME: ICG COMMUNICATIONS INC DATE OF NAME CHANGE: 19960430 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MCCC ICG Holdings LLC CENTRAL INDEX KEY: 0001298454 IRS NUMBER: 201362083 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O COLUMBIA CAPITAL LLC STREET 2: 201 NORTH UNION STREET, SUITE #300 CITY: ALEXANDRIA STATE: VA ZIP: 22334 BUSINESS PHONE: (703) 519-2000 MAIL ADDRESS: STREET 1: C/O COLUMBIA CAPITAL LLC STREET 2: 201 NORTH UNION STREET, SUITE #300 CITY: ALEXANDRIA STATE: VA ZIP: 22334 SC 13D 1 y99487sc13d.txt ORIGINAL FILING ON SCHEDULE 13D UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 OMN Number:3235-0145 Expires:December 31,2005 SCHEDULE 13D Estimated average burden hours per response....11 UNDER THE SECURITIES EXCHANGE ACT OF 1934 ICG COMMUNICATIONS, INC. -------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE ----------------------------------------- (Title of Class of Securities) 449246206 --------------- (CUSIP Number) with a copy to JOHN T. SIEGEL, JR. PETER H.O. CLAUDY GEOFFREY W. LEVIN, ESQ. Columbia Capital III, LLC M/C Venture Partners Kirkland & Ellis LLP 201 North Union Street, Suite #300 75 State Street, Suite 2500 153 East 53rd St Alexandria, VA 22334 Boston, MA 02109 New York, NY 10022 (703) 519-2000 (617) 345-7200 (212) 446-4800 - ---------------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
JULY 19, 2004 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 25 Pages 1 NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) MCCC ICG Holdings LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 ------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,614,232 * ------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 ------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,614,232 * - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.06% ** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) OO - -------------------------------------------------------------------------------- Page 2 of 25 Pages 1 NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) MCCC Merger Corp. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 ------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,614,232 * ------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 ------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,614,232 * - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.06% ** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- Page 3 of 25 Pages 1 NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Columbia Capital Equity Partners III (QP), L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 ------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,614,232 * ------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 ------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,614,232 * - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.06% ** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) PN - -------------------------------------------------------------------------------- Page 4 of 25 Pages 1 NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Columbia Capital Equity Partners III (Cayman), L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 ------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,614,232 * ------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 ------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,614,232 * - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.06% ** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) PN - -------------------------------------------------------------------------------- Page 5 of 25 Pages 1 NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Columbia Capital Equity Partners III (AI), L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 ------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,614,232 * ------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 ------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,614,232 * - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.06% ** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) PN - -------------------------------------------------------------------------------- Page 6 of 25 Pages 1 NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Columbia Capital Investors III, L.L.C. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 ------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,614,232 * ------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 ------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,614,232 * - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.06% ** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) OO - -------------------------------------------------------------------------------- Page 7 of 25 Pages 1 NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Columbia Capital Employee Investors III, L.L.C. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 ------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,614,232 * ------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 ------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,614,232 * - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.06% ** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) OO - -------------------------------------------------------------------------------- Page 8 of 25 Pages 1 NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Columbia Capital Equity Partners III, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 ------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,614,232 * ------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 ------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,614,232 * - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.06% ** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) PN - -------------------------------------------------------------------------------- Page 9 of 25 Pages 1 NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Columbia Capital III, L.L.C. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 ------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,614,232 * ------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 ------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,614,232 * - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.06% ** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) OO - -------------------------------------------------------------------------------- Page 10 of 25 Pages 1 NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Columbia Capital Equity Partners (Cayman) III, Ltd. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 ------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,614,232 * ------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 ------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,614,232 * - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.06% ** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) OO - -------------------------------------------------------------------------------- Page 11 of 25 Pages 1 NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) CHESTNUT VENTURE PARTNERS, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 ------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,614,232 * ------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 ------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,614,232 * - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.06% ** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) PN - -------------------------------------------------------------------------------- Page 12 of 25 Pages 1 NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) CHESTNUT STREET PARTNERS, INC. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 ------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,614,232 * ------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 ------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,614,232 * - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.06% ** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- Page 13 of 25 Pages 1 NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) M/C Venture Partners V, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 ------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,614,232 * ------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 ------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,614,232 * - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.06% ** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) PN - -------------------------------------------------------------------------------- Page 14 of 25 Pages 1 NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) M/C VP V L.L.C. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 ------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,614,232 * ------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 ------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,614,232 * - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.06% ** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) OO - -------------------------------------------------------------------------------- Page 15 of 25 Pages 1 NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) M/C VENTURE INVESTORS, L.L.C. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 ------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,614,232 * ------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 ------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,614,232 * - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.06% ** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) OO - -------------------------------------------------------------------------------- Page 16 of 25 Pages Key * Based on the number of shares of Common Stock beneficially owned as of July 19, 2004, by Cerberus Partners, L.P., Cerberus International, Ltd., Cerberus Series One Holdings, LLC, Cerberus Series Two Holdings, LLC (collectively, the "Cerberus Parties") and W.R. Huff Asset Management Co. L.L.C. ("Huff"), as represented and warranted in the Support Agreement dated July 19, 2004, among MCCC ICG Holdings LLC, MCCC Merger Corp., the Cerberus Parties and Huff (the "Support Agreement"). As reported in the Support Agreement, as of July 19, 2004, the Cerberus Parties collectively were the beneficial holders of approximately 752,867 shares of Common Stock and of warrants to purchase an aggregate of approximately 680,869 shares of Common Stock (subject to adjustments in certain circumstances). As reported in the Support Agreement, as of July 19, 2004, Huff was the beneficial holder of approximately 1,165,453 shares of Common Stock and of warrants to purchase an aggregate of approximately 17,043 shares of Common Stock (subject to adjustments in certain circumstances). ** Based on 8,697,912 shares of Common Stock outstanding as of July 19, 2004, assuming the exercise of the 697,912 warrants held by the Cerberus Parties and Huff, as reported in Issuer's preliminary proxy statement filed on Schedule 14A with the SEC on July 28, 2004 in accordance with Section 14A of the Securities Exchange Act of 1934, as amended. Page 17 of 25 Pages ITEM 1. SECURITY AND ISSUER. The class of equity security to which this Statement relates is the common stock, par value $0.01 per share (the "Common Stock"), of ICG Communications, Inc., a Delaware corporation ("Issuer"). The name and address of the principal executive offices of Issuer are 161 Inverness Drive West, Englewood, CO 80112. ITEM 2. IDENTITY AND BACKGROUND. (a), (b), (c) AND (f) This Statement is being filed jointly pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission (the "Commission") pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") by each of (1) MCCC ICG Holdings LLC; (2) MCCC Merger Corp.; (3) Columbia Capital Equity Partners III (QP), L.P.; (4) Columbia Capital Equity Partners III (Cayman), L.P.; (5) Columbia Capital Equity Partners III (AI), L.P.; (6) Columbia Capital Investors III, L.L.C.; (7) Columbia Capital Employee Investors III, L.L.C. (together with the entities listed in numbers (3) through (6), the "Columbia Purchasing Entities"); (8) Columbia Capital Equity Partners III, L.P.; (9) Columbia Capital III, L.L.C.; (10) Columbia Capital Equity Partners (Cayman) III, Ltd. (together with the entities listed in numbers (8) and (9), the "Columbia Managing Entities"); (11) Chestnut Venture Partners, L.P.; (12) M/C Venture Partners V, L.P.; (13) M/C Venture Investors, L.L.C.; (14) M/C Venture Investors, L.L.C. (together with the entities listed in numbers (11) and (12), the "M/C Venture Purchasing Entities"); (14) M/C VP V, L.L.C.; and (15) Chestnut Street Partners, Inc. (together with M/C VP V L.L.C., the "M/C Venture Managing Entities"). Collectively, the filing persons are referred to herein as the "Reporting Persons". MCCC ICG Holdings LLC is a Delaware limited liability company ("MCCC"). MCCC Merger Corp. is a Delaware corporation and wholly owned subsidiary of MCCC ("Merger Sub"). MCCC has nine members, the five Columbia Purchasing Entities and the four M/C Venture Partners Purchasing Entities. The Columbia Purchasing Entities consist of (1) Columbia Capital Equity Partners III (QP), L.P., a Delaware limited partnership ("CC III QP"), which is managed by its general partner, Columbia Capital Equity Partners III, L.P. ("CC III"), whose general partner is Columbia Capital III, L.L.C. ("Columbia"); (2) Columbia Capital Equity Partners III (Cayman), L.P., a Cayman Islands exempted limited partnership ("CC III Cayman"), which is managed by its general partner, Columbia Capital Equity Partners (Cayman) III, Ltd., an exempted company incorporated in the Cayman Islands with limited liability, whose sole shareholder is CC III; (3) Columbia Capital Equity Partners III (AI), L.P., a Delaware limited partnership ("CC III AI"), which is managed by its general partner, CC III; (4) Columbia Capital Investors III, L.L.C., a Delaware limited liability company ("CC Investors"), which is managed by its managing member, CC III; and (5) Columbia Capital Employee Investors III, L.L.C., a Delaware limited liability company ("CC Employee Investors"), which is managed by its managing member, CC III. Each of the Columbia Purchasing Entities is controlled by CC III, which is managed by its general partner, Columbia. The M/C Venture Purchasing Entities consist of (1) Chestnut Venture Partners, L.P., a Delaware limited partnership ("Chestnut"), which is managed by its general partner, Chestnut Street Partners, Inc., a Delaware corporation ("Chestnut Street"); (2) M/C Venture Partners V, L.P. , a Delaware limited partnership ("M/C Venture Partners V"), which is managed by its general partner, M/C VP V L.L.C., a Delaware limited liability company ("M/C VP V"); (3) M/C Venture Investors, L.L.C., a Delaware limited liability company. Page 18 of 25 Pages The principal business of MCCC and Merger Sub is to transact any or all lawful business for which limited liability companies and corporations, respectively, may be organized under the laws of Delaware, including, but not limited to, transactions contemplated in the Agreement and Plan of Merger between MCCC, Merger Sub and Issuer, dated July 19, 2004 (the "Merger Agreement"). The address of the principal executive offices and place of business of MCCC and Merger Sub is c/o Columbia Capital LLC, 201 North Union Street, Suite 300, Alexandria, Virginia 22334. Columbia is the manager of CC III, and conducts such other activities as may be necessary or incidental thereto. Columbia is a venture capital firm that specializes in the communications and information technology industries. CC III acts as the manager of CC Investors and CC Employee Investors and as the general partner of CC III QP, CC III Cayman and CC III AI, and conducts such other activities as may be necessary or incidental thereto. Each of the Columbia Purchasing Entities was formed (i) to seek income and capital appreciation through the acquisition, holding, management, supervision and sale, exchange, distribution or other disposition of investments and (ii) to conduct such other activities as may be necessary or incidental to the foregoing. The principal business address of each of the Columbia Purchasing Entities and Columbia Managing Entities is 201 North Union Street, Suite 300, Alexandria, VA 22314. M/C VP V and Chestnut Street manage investment companies, such as the M/C Venture Purchasing Entities, which specialize in investing in early-state communications and related information technology companies. M/C VP V is the general partner and manager of M/C Venture Partners V and Chestnut Street is the general partner and manager of Chestnut and each conducts such other activities as may be necessary or incidental thereto. Each of the M/C Venture Purchasing Entities was formed (i) to seek income and capital appreciation through the acquisition, holding, management, supervision and sale, exchange, distribution or other disposition of investments and (ii) to conduct such other activities as may be necessary or incidental to the foregoing. The principal business address of each of the M/C Venture Purchasing Entities and M/C Venture Managing Entities is 75 State Street, Suite 2500, Boston, MA 02109. (d) - (e) During the last five years, none of the persons listed in Item 2(a)-(c) above (1) has been convicted in a criminal proceeding or (2) has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The Reporting Persons may be deemed to have acquired beneficial ownership of 2,614,232 shares of Common Stock of Issuer pursuant to the Support Agreement (the "Support Agreement") dated July 19, 2004, by and among MCCC, Cerberus Partners, L.P., Cerberus International, Ltd., Cerberus Series One Holdings, LLC, Cerberus Series Two Holdings, LLC (collectively, the "Cerberus Parties") and W.R. Huff Asset Management Co. L.L.C. ("Huff"). The Support Agreement was entered into in consideration of the execution and delivery of the Merger Agreement (as defined in Item 2 above) and the Reporting Persons did not pay any additional consideration in connection with the execution and delivery of the Support Agreement. The information set forth in Item 4 of this Schedule 13D is hereby incorporated herein by reference. Page 19 of 25 Pages ITEM 4. PURPOSE OF TRANSACTION. (a), (b), (c), (d), (e), (g) and (h) The Support Agreement was entered into to induce MCCC to enter into, and in consideration of its entering into, the Merger Agreement (as defined in Item 2 above). The Merger Agreement contemplates that Merger Sub will merge with and into Issuer (the "Merger"), and each outstanding share of Issuer's Common Stock will be cancelled and converted into the right to receive $0.75 in cash. Pursuant to the Support Agreement, the Cerberus Parties and Huff have agreed with MCCC that at any meeting of stockholders of Issuer called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger and the Merger Agreement is sought, each of the Cerberus Parties and Huff shall as requested by MCCC or Merger Sub (including, without limitation, by cooperating with MCCC and Merger Sub with respect to the irrevocable proxy granted to MCCC described below), vote (or cause to be voted) such stockholder's shares of Common Stock in favor of the Merger, the adoption by Issuer of the Merger Agreement and the approval of the other transactions contemplated by the Merger Agreement. In addition, the Cerberus Parties and Huff have each agreed to exercise all voting rights attaching to such stockholder's shares to oppose any proposed action by Issuer, its stockholders, any of its subsidiaries or any other person which reasonably could be regarded as being directed towards or would be reasonably likely to impede, frustrate, prevent, delay or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement (collectively, "Frustrating Transactions"). Without in any way limiting the foregoing, at any meeting of the stockholders of Issuer or at any adjournment thereof or in any other circumstances upon which the stockholders' vote, consent or other approval is sought, the Cerberus Parties and Huff shall, as requested by MCCC or Merger Sub, vote (or cause to be voted) such stockholder's shares against, (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Issuer or any other alternative proposal (collectively, "Alternative Transactions") or (ii) (A) any change in a majority of the persons who constitute the board of directors of Issuer as of the date hereof, (B) any change in the present capitalization of Issuer as of the date hereof, (C) any amendment of the Company's articles of incorporation or by-laws or (D) any action or inaction which reasonably would be expected to result in any breach, violation or contravention of the Merger Agreement. Also under the Support Agreement, each of the Cerberus Parties and Huff irrevocably granted to, and appointed, each of John T. Siegel, Jr. and Peter H.O. Claudy, acting individually or collectively, and any other individual who shall hereafter be designated by MCCC, such stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such stockholder, to vote such stockholder's shares, or grant a consent or approval in respect of such shares, at any meeting of stockholders of Issuer or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, (i) in favor of the Merger, the adoption by Issuer of the Merger Agreement and the approval of the other transactions contemplated by the Merger Agreement and (ii) against any Alternative Transaction or Frustrating Transaction. As a result of the Merger, Issuer, as the surviving corporation, will be a privately held Delaware corporation and Issuer's Common Stock will be de-registered under the Securities Exchange Act of 1934, as amended, which will reduce the information on Issuer available to the public. Further, in accordance with the terms of the Merger Agreement, at the effective time of the Merger the certificate of Page 20 of 25 Pages incorporation and by-laws of Issuer will be amended and restated to embody the terms set forth on Exhibits D and E to the Merger Agreement, respectively, and the directors and officers of Issuer will be replaced as provided in Schedule A thereto. Additionally, pursuant to the terms of the Merger Agreement Issuer's current stockholders will have no further rights to participate in any future increase or decrease in the value of Issuer. The Reporting Persons are evaluating the longer term prospects of the business of Issuer and are considering alternative courses of action for after completion of the Merger, which may include the sale or transfer of a material amount of assets of Issuer or any of its subsidiaries. All references to the Merger Agreement are qualified in their entirety by reference to the copy of such agreement filed as Exhibit 2.10 to Issuer's Form 8-K filed with the SEC on July 19, 2004, which is incorporated herein by reference. All references to the Support Agreement in this Statement are qualified in their entirety by reference to the copy of such agreement filed as Exhibit 2 to this Statement, which is incorporated herein by reference. The information set forth in Item 3 of this Schedule 13D is hereby incorporated herein by reference. Except as set forth in the preceding paragraphs, as of the date hereof, the Reporting Persons do not have any plan or proposal that relates to or would result in: (a) The acquisition by any person of additional securities of Issuer, or the disposition of securities of Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of Issuer; (f) Any other material change in Issuer's business or corporate structure; (g) Changes in Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Issuer by any person; (h) Causing a class of securities of Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. Notwithstanding the foregoing, the Reporting Persons reserve the right to effect any such actions as any of them may deem necessary or appropriate in the future. Page 21 of 25 Pages ITEM 5. INTEREST IN SECURITIES OF ISSUER. (a) As of the date hereof, with respect to the limited voting power and matters described in Item 4 above, the Reporting Persons may be deemed to beneficially own an aggregate of 2,614,232 shares of Common Stock, or approximately 30.06% of the Common Stock outstanding, assuming the exercise of all warrants issued to the Cerberus Parties and Huff by Issuer as of July 19, 2004. (b) As of the date hereof, with respect to the limited voting power and matters described in Item 4 above, the Reporting Persons may be deemed to have shared power to vote or to direct the vote of an aggregate of 2,614,232 shares of Common Stock, or approximately 30.06% of the Common Stock outstanding, assuming the exercise of all warrants issued to the Cerberus Parties and Huff by Issuer as of July 19, 2004. By virtue of their potential status as a "group" for purposes of Rule 13d-5, each of the members of the Reporting Group may be deemed to have shared voting power over the shares owned by other members. Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the sole beneficial owner of any common stock referred to in this Statement for the purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed. (c) Except for the transactions described herein, there have been no other transactions in the securities of Issuer effected by the Reporting Persons in the last 60 days. (d) Except as stated within this Item 5, to the knowledge of the Reporting Persons, only the Cerberus Parties and Huff have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of common stock of Issuer reported by this Statement. (e) Inapplicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF ISSUER. Except for the agreements described above or in response to Items 3 and 4 of this Schedule 13D, which are hereby incorporated herein by reference, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the persons enumerated in Item 2 of this Schedule 13D, and any other person, with respect to any securities of Issuer, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1. Schedule 13D Joint Filing Agreement, dated July 29, 2004 by and among the Reporting Persons. Exhibit 2. Support Agreement, dated July 19, 2004. Exhibit 3. Agreement and Plan of Merger, dated July 19, 2004, by and among MCCC ICG Holdings LLC, MCCC Merger Corp. and ICG Communications, Inc., incorporated by reference as Exhibit 2.10 to the Current Report on Form 8-K filed by Issuer with the Securities and Exchange Commission on July 19, 2004. Page 22 of 25 Pages SIGNATURES After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct. Date: July 29, 2004 MCCC ICG HOLDINGS LLC By: /s/ Peter H.O. Claudy ----------------------------------- Name: Peter H.O. Claudy Its: Vice President MCCC MERGER CORP. By: /s/ Peter H.O. Claudy ----------------------------------- Name: Peter H.O. Claudy Its: Vice President COLUMBIA CAPITAL EQUITY PARTNERS III (QP), L.P. By: COLUMBIA CAPITAL EQUITY PARTNERS III, L.P., as general partner By: /s/ Donald A. Doering ----------------------------------- Name: Donald A. Doering Title: CFO COLUMBIA CAPITAL EQUITY PARTNERS III (CAYMAN), L.P. By: COLUMBIA CAPITAL EQUITY PARTNERS (CAYMAN) III, LTD, as general partner By: /s/ Donald A. Doering ----------------------------------- Name: Donald A. Doering Title: CFO COLUMBIA CAPITAL EQUITY PARTNERS III (AI), L.P. Page 23 of 25 Pages By: COLUMBIA CAPITAL EQUITY PARTNERS III, L.P., as general partner By: /s/ Donald A. Doering ----------------------------------- Name: Donald A. Doering Title: CFO COLUMBIA CAPITAL INVESTORS III, L.L.C. By: COLUMBIA CAPITAL EQUITY PARTNERS III, L.P., as managing member By: /s/ Donald A. Doering ----------------------------------- Name: Donald A. Doering Title: CFO COLUMBIA CAPITAL EMPLOYEE INVESTORS III, L.L.C. By: COLUMBIA CAPITAL EQUITY PARTNERS III, L.P., as managing member By: /s/ Donald A. Doering ----------------------------------- Name: Donald A. Doering Title: CFO COLUMBIA CAPITAL EQUITY PARTNERS III, L.P. By: /s/ Donald A. Doering ----------------------------------- Name: Donald A. Doering Its: CFO COLUMBIA CAPITAL III, L.L.C. By: /s/ Donald A. Doering ----------------------------------- Name: Donald A. Doering Its: CFO COLUMBIA CAPITAL EQUITY PARTNERS (CAYMAN) III, LTD. Page 24 of 25 Pages By: /s/ Donald A. Doering ----------------------------------- Name: Donald A. Doering Its: CFO CHESTNUT VENTURE PARTNERS, L.P. By: /s/ Peter H.O. Claudy ----------------------------------- Name: Peter H.O. Claudy Its: Manager CHESTNUT STREET PARTNERS, INC. By: /s/ Peter H.O. Claudy ----------------------------------- Name: Peter H.O. Claudy Its: Vice President M/C VENTURE PARTNERS V, L.P. By: /s/ Peter H.O. Claudy ----------------------------------- Name: Peter H.O. Claudy Its: Manager M/C VP V L.L.C. By: /s/ Peter H.O. Claudy ----------------------------------- Name: Peter H.O. Claudy Its: Managing Member M/C VENTURE INVESTORS, L.L.C. By: /s/ Peter H.O. Claudy ----------------------------------- Name: Peter H.O. Claudy Its: Managing Member Page 25 of 25 Pages EX-99.1 2 y99487exv99w1.txt JOINT FILING AGREEMENT EXHIBIT 1 SCHEDULE 13D JOINT FILING AGREEMENT In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to the joint filing of a Statement on Schedule 13D (including any amendments thereto) with respect to the shares of common stock of ICG Communications, Inc., and further agree that this Joint Filing Agreement be included as an exhibit thereto, and have duly executed this joint filing agreement as of the date set forth below. In addition, each party to this Joint Filing Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement. Date: July 29, 2004 MCCC ICG HOLDINGS LLC By: /s/ Peter H.O. Claudy ----------------------------------- Name: Peter H.O. Claudy Its: Vice President MCCC MERGER CORP. By: /s/ Peter H.O. Claudy ----------------------------------- Name: Peter H.O. Claudy Its: Vice President COLUMBIA CAPITAL EQUITY PARTNERS III (QP), L.P. By: COLUMBIA CAPITAL EQUITY PARTNERS III, L.P., as general partner By: /s/ Donald A. Doering ----------------------------------- Name: Donald A. Doering Title: CFO COLUMBIA CAPITAL EQUITY PARTNERS III (CAYMAN), L.P. By: COLUMBIA CAPITAL EQUITY PARTNERS (CAYMAN) III, LTD, as general partner By: /s/ Donald A. Doering ----------------------------------- Name: Donald A. Doering Title: CFO COLUMBIA CAPITAL EQUITY PARTNERS III (AI), L.P. By: COLUMBIA CAPITAL EQUITY PARTNERS III, L.P., as general partner By: /s/ Donald A. Doering ----------------------------------- Name: Donald A. Doering Title: CFO COLUMBIA CAPITAL INVESTORS III, L.L.C. By: COLUMBIA CAPITAL EQUITY PARTNERS III, L.P., as managing member By: /s/ Donald A. Doering ----------------------------------- Name: Donald A. Doering Title: CFO COLUMBIA CAPITAL EMPLOYEE INVESTORS III, L.L.C. By: COLUMBIA CAPITAL EQUITY PARTNERS III, L.P., as managing member By: /s/ Donald A. Doering ----------------------------------- Name: Donald A. Doering Title: CFO COLUMBIA CAPITAL EQUITY PARTNERS III, L.P. By: /s/ Donald A. Doering ----------------------------------- Name: Donald A. Doering Its: CFO COLUMBIA CAPITAL III, L.L.C. 2 By: /s/ Donald A. Doering ----------------------------------- Name: Donald A. Doering Its: CFO COLUMBIA CAPITAL EQUITY PARTNERS (CAYMAN) III, LTD. By: /s/ Donald A. Doering ----------------------------------- Name: Donald A. Doering Its: CFO CHESTNUT VENTURE PARTNERS, L.P. By: /s/ Peter H.O. Claudy ----------------------------------- Name: Peter H.O. Claudy Its: Manager CHESTNUT STREET PARTNERS, INC. By: /s/ Peter H.O. Claudy ----------------------------------- Name: Peter H.O. Claudy Its: Vice President M/C VENTURE PARTNERS V, L.P. By: /s/ Peter H.O. Claudy ----------------------------------- Name: Peter H.O. Claudy Its: Manager M/C VP V L.L.C. By: /s/ Peter H.O. Claudy ----------------------------------- Name: Peter H.O. Claudy Its: Managing Member M/C VENTURE INVESTORS, L.L.C. By: /s/ Peter H.O. Claudy ----------------------------------- Name: Peter H.O. Claudy Its: Managing Member 3 EX-99.2 3 y99487exv99w2.txt SUPPORT AGREEMENT EXHIBIT 2 EXECUTION COPY CONFIDENTIAL SUPPORT AGREEMENT This SUPPORT AGREEMENT, is entered into as of July 19, 2004 among MCCC ICG Holdings LLC, a Delaware limited liability company ("Buyer"), MCCC Merger Corp., a Delaware corporation ("Merger Sub"), the persons listed on Schedule A hereto (each a "Stockholder", and, collectively, the "Stockholders") and, for the purposes of Section 9 hereof, ICG Communications, Inc., a Delaware corporation (the "Company"). WHEREAS, Buyer, Merger Sub and the Company propose to enter into an Agreement and Plan of Merger as of the date hereof (as the same may be amended or supplemented, the "Merger Agreement") providing for the merger of Merger Sub with and into the Company (the "Merger") in which the Company's Stockholders would receive $0.75 per share; WHEREAS, each Stockholder is the record and beneficial owner of the number of shares of Common Stock, par value $.01 per share, of the Company ("Company Common Stock") set forth opposite such Stockholder's name on Schedule A hereto, such shares of Company Common Stock, as the same may be adjusted by stock dividend, stock split, recapitalization, combination or exchange of shares, merger, consolidation, reorganization or other change or transaction of or by the Company, together with shares of Company Common Stock that may be acquired after the date hereof by such Stockholder, including shares of Company Common Stock issuable upon the exercise of options or warrants to purchase or other securities exchangeable for or convertible into Company Common Stock (as the same may be adjusted as aforesaid) being collectively referred to herein as the "Shares"; and WHEREAS, as a condition to its willingness to enter into the Merger Agreement, Buyer and Merger Sub have requested that the Stockholders enter into this Agreement; NOW, THEREFORE, to induce Buyer and Merger Sub to enter into, and in consideration of its entering into, the Merger Agreement, and in consideration of the promises and the representations, warranties and agreements contained herein, the parties hereto agree as follows: 1. Representations and Warranties of the Stockholders. Each Stockholder hereby, severally and not jointly, represents and warrants to Buyer and Merger Sub as to itself as follows: (a) Authority. The Stockholder has all requisite partnership, corporate or similar power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Stockholder. This Agreement has been duly executed and delivered by the Stockholder and, assuming this Agreement constitutes a valid and binding obligation of Merger Sub and the Company, constitutes a valid and binding obligation of the Stockholder enforceable against the Stockholder in accordance with its terms. Except for the expiration or termination of the waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act") (if CONFIDENTIAL EXECUTION COPY applicable) and informational filings with the Securities and Exchange Commission, neither the execution, delivery or performance of this Agreement by the Stockholder nor the consummation by the Stockholder of the transactions contemplated hereby will (i) require any filing with, or permit, authorization, consent or approval of, any federal, state, local, municipal or foreign or other government or subdivision, branch, department or agency thereof or any governmental or quasi-governmental authority of any nature, including any court or other tribunal, (a "Governmental Entity"), (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, amendment, cancellation or acceleration under, or result in the creation of any tax, lien, claim, charge, encumbrance or other restriction (collectively, a "Lien") upon any of the properties or assets of the Stockholder under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, permit, concession, franchise, contract, agreement or other instrument or obligation (a "Contract") to which the Stockholder is a party or by which the Stockholder or any of the Stockholder's properties or assets, including the Stockholder's Shares, may be bound or (iii) violate any judgment, order, writ, preliminary or permanent injunction or decree (an "Order") or any statute, law, ordinance, rule or regulation of any Governmental Entity (a "Law") applicable to the Stockholder or any of the Stockholder's properties or assets, including the Stockholder's Shares, except any of the foregoing which could not interfere with the Stockholder's ability to perform its obligations under this Agreement. (b) The Shares. The Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), of the Shares set forth opposite such Stockholder's name on Schedule A and the certificates representing such Shares are now, and at all times during the term hereof will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, and the Stockholder has good and marketable title to such Shares, in each case, free and clear of any Liens, proxies, voting trusts or agreements, understandings or arrangements, except for any such Liens or proxies arising hereunder. The Stockholder owns of record or beneficially no shares of the Company Common Stock and has no other rights to purchase or acquire any such shares other than such Stockholder's Shares and shares of the Company Common Stock issuable upon the exercise of Company stock options, except as set forth on Schedule A-2 hereto. The Shares set forth opposite the Stockholder's name on Schedule A and Schedule A-2 constitute all of the securities (as defined in Section 3(a)(10) of the Exchange Act) of the Company beneficially owned, directly or indirectly by such Stockholder. (c) Brokers. No broker, investment banker, financial advisor or other person is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of such Stockholder (d) Other Agreements. Other than (i) this Agreement, (ii) the Merger Agreement, (iii) the Note and Warrant Purchase Agreement, dated as of July 25, 2002, by and among the Company, Madeleine L.L.C. ("Madeleine:") and certain other parties identified therein (the "Note and Warrant Purchase Agreement"), (iv) the Registration Rights Agreement, dated as of the Effective Date (as defined in the Note and Warrant Purchase Agreement) by and among the Company, Madeleine and certain other parties identified therein (the "Registration Rights Agreement"), (v) the By-Laws of the Company and (vi) as may be disclosed in the 2 CONFIDENTIAL EXECUTION COPY Company's annual report of Form 10-K, there are not as of the date hereof, and there will not be at the effective time of the Merger, any stockholder agreements, voting trusts or other agreements or understandings relating in any way to any of the Stockholder's Shares or to a Potential Transaction (as defined below) to which the Stockholder (or any of its affiliates, representatives, or agents) is a party or to which it is bound. (e) Merger Agreement. The Stockholder understands and acknowledges that Buyer and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. (f) No Other Claims. (i) Except as provided in the Note and Warrant Purchase Agreement and the Registration Rights Agreement, all of which are hereby waived in accordance with Section 4 below, neither the Company nor any of its subsidiaries has any outstanding material liabilities or obligations to such Stockholder, and (ii) as of the date hereof and as of the Closing Date such Stockholder has no outstanding material liabilities or obligations to the Company or its Subsidiaries, which have either been asserted by the Company or a Subsidiary or are liquidated or arise under a contract or agreement. 2. Representations and Warranties of Buyer and Merger Sub. Each of Buyer and Merger Sub hereby represents and warrants to the Stockholders as follows: (a) Authority. Each of Buyer and Merger Sub has the requisite power (corporate or otherwise) and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by each of Buyer and Merger Sub and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Buyer and Merger Sub. This Agreement has been duly executed and delivered by each of Buyer and Merger Sub and, assuming this Agreement constitutes a valid and binding obligation of the Stockholders and the Company, constitutes a valid and binding obligation of Buyer and Merger Sub, respectively, enforceable in accordance with its terms. 3. Covenants of the Stockholders. Each Stockholder, severally and not jointly, agrees as follows: (a) The Stockholder shall not (i) tender into any tender or exchange offer or otherwise sell, transfer, pledge, assign or otherwise dispose of, or enter into any Contract, option or other arrangement (including any profit sharing arrangement) or understanding with respect to the sale, transfer, pledge, assignment or other disposition of the Shares to any person other than Buyer or Merger Sub or Buyer's designee, (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney or otherwise, with respect to the Shares, (iii) purchase or otherwise voluntarily acquire any Company Common Stock or other securities of the Company, except (A) as provided in Section 12 and (B) for such other securities as will constitute Shares subject to the terms hereof, (iv) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby or (v) do indirectly that which it may not do directly in respect of the restrictions on its rights with respect to the Stockholders' Shares pursuant to this Section 3(a), including, but not limited to, the sale of any direct or indirect holding company of the 3 CONFIDENTIAL EXECUTION COPY Stockholders or the granting of a proxy on the shares of any direct or indirect holding company of the Stockholders which would have, indirectly, the effect prohibited by this Section 3(a); provided, however, that the Stockholder shall be entitled to transfer any and all of the Shares to an affiliate of the Stockholder that undertakes through a binding written agreement with Buyer and Merger Sub to be bound by the terms of this Agreement. (b) At any meeting of Stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger and the Merger Agreement is sought, each Stockholder shall as requested by Buyer or Merger Sub (including, without limitation, by cooperating with Buyer and Merger Sub with respect to the irrevocable proxy granted to Buyer pursuant to Section 7 below), vote (or cause to be voted) such Stockholder's Shares in favor of the Merger, the adoption by the Company of the Merger Agreement and the approval of the other transactions contemplated by the Merger Agreement. (c) Such Stockholder will exercise all voting rights attaching to such Stockholder's Shares to oppose any proposed action by the Company, its stockholders, any of its subsidiaries or any other person which reasonably could be regarded as being directed towards or would be reasonably likely to impede, frustrate, prevent, delay or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement (collectively, "Frustrating Transactions"). Without in any way limiting the foregoing, at any meeting of the Stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, such Stockholder shall, as requested by Buyer or Merger Sub, vote (or cause to be voted) such Stockholder's Shares against, (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Alternative Proposal (collectively, "Alternative Transactions") or (ii) (A) any change in a majority of the persons who constitute the board of directors of the Company as of the date hereof, (B) any change in the present capitalization of the Company as of the date hereof, (C) any amendment of the Company's articles of incorporation or by-laws or (D) any action or inaction which reasonably would be expected to result in any breach, violation or contravention of the Merger Agreement. 4. Waiver and Releases. (a) Each Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger that such Stockholder may have. Effective as of the date on which the Merger is consummated (the "Closing Date"), each Stockholder on its own behalf and on behalf of its heirs, successors, assigns, executors and personal representatives hereby releases and discharges the Company and its predecessors, successors (by merger or otherwise), parents, subsidiaries, affiliated entities, divisions and assigns, together with each and every of their officers, directors, stockholders, general partners, limited partners, members, employees and agents and the heirs, personal representatives and executors of the same (herein collectively referred to as the "Company Releasees"), from any and all suits, causes of action, complaints, obligations, demands or claims of any kind, whether in law or in equity, direct or indirect, known or unknown, suspect or unsuspected (hereinafter "Claims"), which such Stockholder ever had, now has, or may have against the Company Releasees or any one of them in relation to the Company arising out of or relating to any matter, thing or event occurring up to and including the 4 CONFIDENTIAL EXECUTION COPY Closing Date; provided, however, that nothing herein shall be deemed to release any Claim which a Stockholder may have against the Company (i) arising out of the Merger Agreement, including, without limitation the right to receive Merger Consideration and the rights to indemnification of directors and officers as set forth therein or (ii) arising under indemnification agreements or arrangements existing as of the date hereof between the Company and its officers or directors. (b) Effective as of the Closing Date, each of the Buyer and Merger Sub on its own behalf and on behalf of its heirs, successors (by merger or otherwise), assigns, executors and personal representatives hereby releases and discharges each Stockholder and its predecessors, successors, parents, subsidiaries, affiliated entities, divisions and assigns, together with each and every of their officers, directors, stockholders, general partners, limited partners, members, employees and agents and the heirs, personal representatives and executors of the same (herein collectively referred to as the "Stockholder Releasees"), from any and all Claims, which Parent or Merger Sub (and, from and after the effective date of the Merger, the Company) ever had, now has, or may have against the Stockholder Releasees or any one of them in relation to the Company arising out of or relating to any matter, thing or event occurring up to and including the Closing Date; provided, however, that nothing herein shall be deemed to release any Claim which a Buyer or Merger Sub may have against the Stockholder under this Agreement. 5. Notice of Acquisition of Additional Shares. Each Stockholder hereby agrees, while this Agreement is in effect, to promptly notify Buyer of the number of any new Shares acquired by such Stockholder, if any, after the date hereof. 6. Non-Solicitation. Without limiting the provisions of Section 14 hereof, each Stockholder, whether acting as an individual or in his capacity as an agent of the Company, severally and not jointly agrees that it shall not (and shall, subject to the provisions of Section 14 hereof, cause each affiliate, agent, trustee or other person acting on such Stockholder's behalf not to), directly or indirectly, other than with Buyer and its representatives and agents, (a) initiate, solicit, encourage, entertain, accept, discuss or negotiate any inquiries, proposals or offers (whether initiated by the Stockholder or otherwise) with respect to (i) the acquisition or sale of any Shares or other capital stock or capital stock equivalents of the Company, any of its subsidiaries or any interests therein or other securities of the Company or any of its subsidiaries, (ii) the acquisition of all or a material portion of the assets and properties of the Company, its subsidiaries or any interests therein, (iii) the merger, consolidation or combination of the Company or any of its subsidiaries, (iv) the refinancing, reorganization, recapitalization, dissolution, liquidation, wind-up or other restructuring of the Company or (v) the acquisition, directly or indirectly, by the Company or any of its subsidiaries or affiliates of capital stock or assets and properties of any other person or persons in excess of $1 million in the aggregate(each a "Potential Transaction") from any party, (b) provide information to any party in connection with a Potential Transaction or (c) enter into any contract, agreement or arrangement with any party, concerning or relating to a Potential Transaction or requiring such Stockholder to abandon, terminate or fail to consummate or vote against the Merger or the other transactions with Buyer and Merger Sub contemplated hereby; provided, however, that nothing in this Agreement shall be deemed to prohibit the Stockholder from participating in discussions or negotiations regarding a Company Takeover Proposal from and after the time at which the Company has terminated the 5 CONFIDENTIAL EXECUTION COPY Merger Agreement pursuant to and has complied with all of the terms and conditions of, Section 8.1(e) of the Merger Agreement . 7. Grant of Irrevocable Proxy Coupled with an Interest; Appointment of Proxy. (a) Each Stockholder hereby irrevocably grants to, and appoints, each of John Siegel and Peter H.O. Claudy, acting individually or collectively, and any other individual who shall hereafter be designated by Buyer, such Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote such Stockholder's Shares, or grant a consent or approval in respect of such Shares, at any meeting of Stockholders of the Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, (i) in favor of the Merger, the adoption by the Company of the Merger Agreement and the approval of the other transactions contemplated by the Merger Agreement and (ii) against any Alternative Transaction or Frustrating Transaction. (b) Each Stockholder represents that any proxies heretofore given in respect of such Stockholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (c) Each Stockholder hereby affirms that the proxy set forth in this Section 7 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Such Stockholder hereby further affirms that the irrevocable proxy is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done in accordance with the terms of this Agreement by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212 of the Delaware General Corporation Law. Such irrevocable proxy shall be valid until the termination of this Agreement pursuant to Section 11. 8. Further Assurances. Each Stockholder will, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further transfers, assignments, endorsements, consents and other instruments as Buyer or Merger Sub may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement and to vest the power to vote such Stockholder's Shares as contemplated by Section 7. 9. Covenants of the Company. The Company covenants to Buyer and Merger Sub that (1) it and its Board of Directors shall use reasonable best efforts to ensure that no state takeover law or similar statute becomes applicable to the transactions herein that would have the effect of preventing such transactions, and if such law becomes applicable, to use its reasonable best efforts to minimize the effect of such law on the transactions contemplated herein; (2) it will not register any transfer of any certificate representing the Stockholders' shares in contravention of this Agreement; and (3) the transactions contemplated herein and in the Merger Agreement are not in contravention of Section 203 of the Delaware General Corporation Law. 10. Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to 6 CONFIDENTIAL EXECUTION COPY the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns. Notwithstanding the foregoing, Each of Buyer and Merger Sub shall have the right to assign its rights, interests and obligations hereunder to any of its affiliates or financing sources and any of their respective affiliates at its sole option and without the prior written consent of the other parties hereto. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement. 11. Termination. This Agreement, and all rights and obligations of the parties hereunder, shall terminate upon the earliest to occur of (a) termination of the Merger Agreement in accordance with its terms, (b) the agreement of the parties hereto to terminate this Agreement, or (c) the effective time of the Merger. Nothing in this Section 11 shall relieve any party from liability for willful breach of this Agreement. 12. Dividends and Split-Ups. In the event of any change in the number of issued and outstanding Shares by reason of any stock dividend, split-up, recapitalization, merger, combination, conversion, exchange of shares, rights plan or other change in the corporate or capital structure of the Company which would have the effect of diluting the rights of Buyer and Merger Sub hereunder, the number and kind of Shares subject to this Agreement shall be appropriately adjusted. 13. General Provisions. (a) Expenses. Subject to the terms of the Merger Agreement (and except to the extent already paid by the Company on behalf of the Stockholders), all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expense. (b) Amendments. This Agreement may not be amended except by an instrument in writing signed by Buyer, Merger Sub and each Stockholder as to which such amendment is to be effective. (c) Notice. All notices and other communications hereunder shall be in writing and shall be deemed given upon receipt to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): (i) if to Buyer or Merger Sub, to c/o COLUMBIA CAPITAL LLC 201 North Union Street Suite 330 Alexandria, VA 22314 Telephone: (703) 519-2000 Fax: (703) 519-5870 and 7 CONFIDENTIAL EXECUTION COPY c/o M/C VENTURE PARTNERS 75 State Street Suite 2500 Boston, MA 02109 Telephone: (617) 345-7200 Fax: (617) 345-7201 with a copy (which shall not constitute notice to Buyer or Merger Sub) to: Kirkland & Ellis LLP Citicorp Center 153 East 53rd Street New York, NY 10022 Attention: Geoffrey W. Levin Facsimile: (212) 446-4981 (ii) if to the Company, to ICG Communications, Inc. 161 Inverness Drive West Englewood, CO 80112 Attention: Bernard L. Zuroff Facsimile: (303) 414-5502 with a copy (which shall not constitute notice to the Company) to: (iii) if to a Stockholder, to the address set forth under the name of such Stockholder on Schedule A hereto with a copy (which shall not constitute notice to Buyer or Merger Sub) to: ICG Communications, Inc. 161 Inverness Drive West Englewood, CO 80112 Attention: Bernard L. Zuroff Facsimile: (303) 414-5502 (d) Interpretation. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Wherever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation". 8 CONFIDENTIAL EXECUTION COPY (e) Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when two or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. (f) Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) (i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder. (g) Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law. (h) Publicity. Except as otherwise required by law, court process or the rules of a national securities exchange or the NASDAQ National Market or as contemplated or provided in the Merger Agreement (any of the foregoing, a "Required Disclosure"), for so long as this Agreement is in effect, neither any Stockholder nor Buyer or Merger Sub shall issue or cause the publication of any press release or other public announcement with respect to the transactions contemplated by this Agreement or the Merger Agreement without the consent of the other parties, which consent shall not be unreasonably withheld; provided, that in any case, Except for Required Disclosures, a Stockholder will not use the name of Buyer or Merger Sub or any affiliate thereof without Buyer's written permission and will discuss the term and contents of any such release with Buyer prior to dissemination; provided, further, that nothing contained herein shall preclude Buyer or Merger Sub from making any announcement or disclosing any information to its financing and/or management resources. 14. Stockholder Capacity. No person executing this Agreement who is or becomes during the term hereof a director or officer of the Company (or who has designated a director or officer of the Company) makes any agreement or understanding herein in his or her capacity as such director or officer (or with respect to any such designated director or officer, in his capacity as such). Each Stockholder signs solely in his or her capacity as the record holder and beneficial owner of, or the trustee of a trust whose beneficiaries are the beneficial owners of, such Stockholder's Shares and nothing herein shall limit or affect any actions taken by a Stockholder (or such Stockholder's designee(s)) in its capacity as an officer or director of the Company to the extent not prohibited by the Merger Agreement. 15. Enforcement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in a court of the United States (without posting of bond or other security). This being in addition to any other remedy to which they are entitled at law or in equity. 9 CONFIDENTIAL EXECUTION COPY 16. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable. 17. Waiver of Jury Trial. Each party to this Agreement hereby waives, to the extent permitted by applicable law, trial by jury in any litigation in any court with respect to, in connection with, or arising out of this Agreement or any ancillary agreement or the validity, protection, interpretation, collection or enforcement thereof. * * * * * 10 CONFIDENTIAL EXECUTION COPY IN WITNESS WHEREOF, Buyer, Merger Sub, the Company and each Stockholder have signed, or caused this Agreement to be signed by its officer duly authorized, all as of the date first written above. MCCC ICG HOLDINGS LLC By: /s/ Daniel P. Caruso -------------------- Name: Daniel P. Caruso Title: President MCCC MERGER CORP. By: /s/ Daniel P. Caruso -------------------- Name: Daniel P. Caruso Title: President ICG COMMUNICATIONS, INC. By: /s/ Bernard L. Zuroff --------------------- Name: Bernard L. Zuroff Title: Executive Vice President, General Counsel and Secretary [STOCKHOLDER SIGNATURE PAGES FOLLOW] 11 CONFIDENTIAL EXECUTION COPY Stockholder Signature Page to Support Agreement CERBERUS PARTNERS, L.P. By: Cerberus Associates, L.L.C., its general partner By: /s/ Seth P. Plattus -------------------- Name: Seth P. Plattus Title: Managing Director CERBERUS INTERNATIONAL, LTD. By: Partridge Hill Overseas Management, LLC its Investment Manager By: /s/ Seth P. Plattus -------------------- Name: Seth P. Plattus Title: Managing Director CERBERUS SERIES ONE HOLDINGS, LLC By: Cerberus Institutional Partners, L.P., its managing partner By: Cerberus Institutional Associates,L.L.C., its general partner By: /s/ Seth P. Plattus ------------------- Name: Seth P. Plattus Title: Managing Director 12 CONFIDENTIAL EXECUTION COPY CERBERUS SERIES TWO HOLDINGS, LLC By: Cerberus Institutional Partners, L.P., its managing member By: Cerberus Institutional Associates, L.L.C., its general partner By: /s/ Seth P. Plattus ------------------- Name: Seth P. Plattus Title: Managing Director W.R. HUFF ASSET MANAGEMENT CO. L.L.C. signing in its capacity as investment manager for various of its clients By: /s/ Joseph Thornton ------------------- Name: Joseph Thornton 13 CONFIDENTIAL EXECUTION COPY SCHEDULE A
A A-2 NUMBER OF OPTIONS TO NUMBER OF SHARES OF THE COMPANY PURCHASE THE COMPANY STOCKHOLDER AND ADDRESS COMMON STOCK COMMON STOCK - ----------------------- ------------ ------------ CERBERUS PARTNERS, L.P. 225,045 Warrants to purchase 22,245 shares of common stock at $9.12 per share c/o 299 Park Avenue Floors 21 - 23 New York, NY 10171 CERBERUS INTERNATIONAL, LTD. 452,324 Warrants to purchase 284,210 shares of common stock at $0.01 per share c/o 299 Park Avenue Floors 21 - 23 Warrants to purchase 164,814 New York, NY 10171 shares of common stock at $9.12 per share CERBERUS SERIES ONE HOLDINGS, LLC 75,498 Warrants to purchase 56,843 shares of common stock at $0.01 per share c/o 299 Park Avenue Floors 21 - 23 Warrants to purchase 31,494 New York, NY 10171 shares of common stock at $9.12 per share CERBERUS SERIES TWO HOLDINGS, LLC N/A Warrants to purchase 85,263 shares of common stock at $0.01 per share c/o Warrants to purchase 36,000 299 Park Avenue shares of common stock at $9.12 Floors 21 - 23 per share New York, NY 10171 W.R. HUFF ASSET MANAGEMENT CO. L.L.C. 1,163,453 Warrants to purchase 17,043 shares of common stock at $9.12 c/o per share 67 Park Place Morristown, New Jersey 07960
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