SC 13D/A 1 b311997_sc13da.txt STATEMENT OF BENEFICIAL OWNERSHIP SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 2) ICG Communications, Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 Par Value -------------------------------------------------------------------------------- (Title of Class of Securities) 449246107 -------------------------------------------------------------------------------- (CUSIP Number) Joyce J. Mason, Esq. General Counsel and Secretary IDT Corporation 520 Broad Street Newark, New Jersey 07102 (973) 438-1000 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 6, 2001 -------------------------------------------------------------------------------- (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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other parties to whom copies are to be sent. The information required on this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes). (Continued on following pages) (Page 1 of 6 pages) SCHEDULE 13D ---------------------------- ------------------------------ CUSIP No. 449246107 Page 2 of 6 Pages ---------------------------- ----------------------------- CUSIP No. SCHEDULE 13D 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person IDT Corporation 22-3415036 2. Check the Appropriate Box if a Member of a Group (a) / / (b) /X/ 3. SEC Use Only 4. Source of Funds AF 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 7. Sole Voting Power 0 Number of Shares 8. Shared Voting Power Beneficially 38,098,944 Owned by Each 9. Sole Dispositive Power Reporting Person 0 With 10. Shared Dispositive Power 38,098,994 11. Aggregate Amount Beneficially Owned by Each Reporting Person 38,098,944 12. Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares / / 13. Percent of Class Represented by Amount in Row 11 42.3% 14. Type of Reporting Person CO SCHEDULE 13D ---------------------------- ------------------------------ CUSIP No. 449246107 Page 3 of 6 Pages ---------------------------- ----------------------------- CUSIP No. SCHEDULE 13D 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person IDT Investments Inc. 88-0469107 2. Check the Appropriate Box if a Member of a Group (a) / / (b) /X/ 3. SEC Use Only 4. Source of Funds AF 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / 6. Citizenship or Place of Organization Nevada 7. Sole Voting Power 0 Number of Shares 8. Shared Voting Power Beneficially 38,098,944 Owned by Each 9. Sole Dispositive Power Reporting Person 0 With 10. Shared Dispositive Power 38,098,994 11. Aggregate Amount Beneficially Owned by Each Reporting Person 38,098,944 12. Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares / / 13. Percent of Class Represented by Amount in Row 11 42.3% 14. Type of Reporting Person CO SCHEDULE 13D ---------------------------- ------------------------------ CUSIP No. 449246107 Page 4 of 6 Pages ---------------------------- ----------------------------- CUSIP No. SCHEDULE 13D 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Howard S. Jonas 2. Check the Appropriate Box if a Member of a Group (a) / / (b) /X/ 3. SEC Use Only 4. Source of Funds N/A 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / 6. Citizenship or Place of Organization United States 7. Sole Voting Power 0 Number of Shares 8. Shared Voting Power Beneficially 38,098,944 Owned by Each 9. Sole Dispositive Power Reporting Person 0 With 10. Shared Dispositive Power 38,098,994 11. Aggregate Amount Beneficially Owned by Each Reporting Person 38,098,944 12. Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares / / 13. Percent of Class Represented by Amount in Row 11 42.3% 14. Type of Reporting Person IN Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the undersigned hereby file this Amendment No. 2 (this "Amendment") to the Schedule 13D originally filed by IDT Corporation, IDT Investments Inc. and Howard S. Jonas on April 30, 2001 with the Securities Exchange Commission (the "SEC"), as amended by Amendment No. 1 filed with the SEC on May 4, 2001, relating to the common stock, par value $0.01 per share (the "Issuer Common Stock"), of ICG Communications, Inc., a Delaware corporation (the "Issuer"). In this Amendment, the undersigned amend and restate the text of the seventh paragraph of Item 3. Item 3. Source and Amount of Funds or other Consideration. The closing of the HMTF Exchange occurred on June 6, 2001. Page 5 of 6 Pages SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this Statement is true, complete and correct. Dated: June 7, 2001 IDT CORPORATION By: /s/ Howard S. Jonas -------------------------------- Name: Howard S. Jonas Title: Chairman of the Board and Chief Executive Officer June 7, 2001 IDT INVESTMENTS INC. By: /s/ Howard Millendorf -------------------------------- Name: Howard Millendorf Title: President /s/ Howard S. Jonas -------------------------------- Howard S. Jonas Page 6 of 6 Pages