-----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, VWWvb584p2RYZ3KM4l3rpvun2hWV6jPZ3ihrDS+TyzGzD0ZDCyrwPWms/5MZD6ls y94G2PXjtwsoiCSlGnvHLA== 0000892569-99-002328.txt : 19990825 0000892569-99-002328.hdr.sgml : 19990825 ACCESSION NUMBER: 0000892569-99-002328 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990824 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IXC COMMUNICATIONS INC CENTRAL INDEX KEY: 0001009532 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 752644120 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-20803 FILM NUMBER: 99698728 BUSINESS ADDRESS: STREET 1: 1122 CAPITAL OF TEXAS HGWY S STREET 2: STE 200 CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 5123281112 MAIL ADDRESS: STREET 1: 5000 PLAZA ON THE LAKE STREET 2: SUITE 200 CITY: AUSTIN STATE: TX ZIP: 79746-1050 10-K/A 1 FORM 10-K/A 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 10-K (Amendment No. 1) ------------------------ (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO ____________ . COMMISSION FILE NUMBER 0-20803 IXC COMMUNICATIONS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 75-2644120 (STATE OR OTHER JURISDICTION OF INCORPORATION (I.R.S. EMPLOYER IDENTIFICATION NO.) OR ORGANIZATION)
1122 CAPITAL OF TEXAS HIGHWAY SOUTH, AUSTIN, TEXAS 78746-6426 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE): (512) 328-1112 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT COMMON STOCK, PAR VALUE $.01 PER SHARE SERIES A JUNIOR PARTICIPATING PREFERRED STOCK, PAR VALUE $.01 PER SHARE (TITLE OF CLASS) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of the Common Stock of the Registrant held by non-affiliates of the Registrant on March 19, 1999, based on the closing price of the Common Stock on the NASDAQ National Market on such date, was $1,711,187,165. The number of shares of Common Stock, $.01 par value, outstanding (the only class of common stock of the Company outstanding) was 36,602,934 on March 19, 1999. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's Proxy Statement to be filed with the Securities and Exchange Commission within 120 days of December 31, 1998, in connection with the Annual Meeting of Stockholders are incorporated by reference into Part III hereof. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 This Amendment No. 1 to the Annual Report on Form 10-K is being filed to amend certain information contained in the Annual Report on Form 10-K for the fiscal year ended December 31, 1998 for IXC Communications, Inc., that was filed with the Securities and Exchange Commission on March 31, 1999, to correct an inadvertent error on the Independent Auditors' Report by Deloitte & Touche LLP. IXC Communications, Inc. hereby amends the information contained on the Independent Auditors' Report for Deloitte & Touche LLP contained under Item 14 (Exhibits, Financial Statements Schedules, and Reports on Form 8-K), contained in Part IV of the Form 10-K for the fiscal year ended December 31, 1998, as set forth below: INDEPENDENT AUDITORS' REPORT Board of Directors National Teleservice, Incorporated Winona, Minnesota We have audited the accompanying consolidated balance sheets of National Teleservice, Inc. (the Company) as of March 31, 1997 and the related consolidated statements of income, shareholders' equity, and cash flows for the year ended March 31, 1997, not separately presented herein. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of National Teleservice, Inc. at March 31, 1997, and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles. /s/ DELOITTE & TOUCHE LLP Minneapolis, Minnesota July 28, 1997 3 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to the report to be signed on its behalf by the undersigned, thereunto duly authorized. IXC COMMUNICATIONS, INC. By: /s/ JEFFREY C. SMITH ------------------------------------ Jeffrey C. Smith Senior Vice President, Chief Administrative Officer, General Counsel and Secretary Dated: August 20, 1999 Pursuant to the requirements of the Securities Exchange Act of 1934, this amendment to the report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ JOHN M. ZRNO President, Chief Executive August 20, 1999 - ----------------------------------------------------- Officer and Director John M. Zrno * Director August 20, 1999 - ----------------------------------------------------- Ralph J. Swett /s/ STANLEY W. KATZ Chief Financial Officer August 20, 1999 - ----------------------------------------------------- (Principal Financial and Stanley W. Katz Accounting Officer) * Chairman of the Board August 20, 1999 - ----------------------------------------------------- Richard D. Irwin * Director August 20, 1999 - ----------------------------------------------------- Wolfe H. Bragin * Director August 20, 1999 - ----------------------------------------------------- Carl W. McKinzie * Director August 20, 1999 - ----------------------------------------------------- Phillip L. Williams * Director August 20, 1999 - ----------------------------------------------------- Joe C. Culp *By: /s/ JEFFREY C. SMITH ------------------------------------------------ Jeffrey C. Smith Attorney-in-fact
4 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION ------- ----------- 23.3 Consent of Deloitte & Touche LLP EX-23.3 2 INDEPENDENT AUDITORS' CONSENT 1 EXHIBIT 23.3 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement on Form S-8 (File No. 333-11409), Registration Statement on Form S-8 (File No. 333-18467), Registration Statement on Form S-8 (File No. 333-49817), Registration Statement on Form S-8 (File No. 333-66361), Registration Statement on Form S-8 (File No. 333-66367), Amendment No. 1 to Registration Statement on Form S-3 (File No. 333-33421) and Amendment No. 1 to Registration Statement on Form S-3 (File No. 333-52433) of our report on National Teleservice, Inc. dated July 28, 1997, appearing in this Form 10-K/A of IXC Communications, Inc. /s/ DELOITTE & TOUCHE LLP Minneapolis, Minnesota August 20, 1999 -----END PRIVACY-ENHANCED MESSAGE-----