-----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, A7DgWp8APShFaXiSGNEe63AuVAkhkdyZO8hm8vCB126/LZ4/TJTPoyCara0jdsd2 ND1VKrpg+ltXVWm0T1u9YQ== /in/edgar/work/20000918/0000927356-00-001798/0000927356-00-001798.txt : 20000923 0000927356-00-001798.hdr.sgml : 20000923 ACCESSION NUMBER: 0000927356-00-001798 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000822 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000918 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ICG COMMUNICATIONS INC /DE/ CENTRAL INDEX KEY: 0001013240 STANDARD INDUSTRIAL CLASSIFICATION: [4813 ] IRS NUMBER: 841342022 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-11965 FILM NUMBER: 724684 BUSINESS ADDRESS: STREET 1: 161 INVERNESS DRIVE WEST CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 3034145643 MAIL ADDRESS: STREET 1: 161 INVERNESS DRIVE WEST 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ICG HOLDINGS CANADA CO /CO/ CENTRAL INDEX KEY: 0000786343 STANDARD INDUSTRIAL CLASSIFICATION: [4813 ] IRS NUMBER: 841128866 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-11052 FILM NUMBER: 724685 BUSINESS ADDRESS: STREET 1: 161 INVERNESS DRIVE WEST STREET 2: P O BOX 6742 CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 3034145431 MAIL ADDRESS: STREET 1: 161 INVERNESS DRIVE WEST STREET 2: PO BOX 6742 CITY: ENGLEWOOD STATE: CO ZIP: 80112 FORMER COMPANY: FORMER CONFORMED NAME: ICG HOLDINGS CANADA INC DATE OF NAME CHANGE: 19970225 FORMER COMPANY: FORMER CONFORMED NAME: INTERTEL COMMUNICATIONS INC DATE OF NAME CHANGE: 19930107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ICG HOLDINGS INC CENTRAL INDEX KEY: 0001001131 STANDARD INDUSTRIAL CLASSIFICATION: [4813 ] IRS NUMBER: 841158866 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 033-96540 FILM NUMBER: 724686 BUSINESS ADDRESS: STREET 1: 161 INVERNESS DRIVE WEST STREET 2: P O BOX 6742 CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 3034145643 MAIL ADDRESS: STREET 1: 161 INVERNESS DRIVE WEST CITY: ENGLEWOOD STATE: CO ZIP: 80112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ICG FUNDING LLC CENTRAL INDEX KEY: 0001049902 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 841434980 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-40495-01 FILM NUMBER: 724687 BUSINESS ADDRESS: STREET 1: 161 INVERNESS DRIVE WEST STREET 2: P.O. BOX 6742 CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 3034145643 MAIL ADDRESS: STREET 1: 161 INVERNESS DRIVE WEST STREET 2: P O BOX 6742 CITY: ENGELWOOD STATE: CO ZIP: 80155-6742 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ICG SERVICES INC CENTRAL INDEX KEY: 0001060436 STANDARD INDUSTRIAL CLASSIFICATION: [4899 ] IRS NUMBER: 841448147 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-51037 FILM NUMBER: 724688 BUSINESS ADDRESS: STREET 1: 161 INVERNESS DRIVE WEST CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 3034145000 MAIL ADDRESS: STREET 1: 161 INVERNESS DRIVE WEST CITY: ENGLEWOOD STATE: CO ZIP: 80112 8-K 1 0001.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 18, 2000 ------------------ (September 18, 2000) - -------------------- ICG COMMUNICATIONS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) Delaware 1-11965 84-1342022 - -------------------------------------------------------------------------------- (State of Incorporation) (Commission (IRS Employer File Number) Identification No.) 161 Inverness Drive West, Englewood, Colorado 80112 - -------------------------------------------------------------------------------- (Address of principal executive offices) ICG HOLDINGS (CANADA) CO. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) Canada 1-11052 Not Applicable - -------------------------------------------------------------------------------- (State of Incorporation) (Commission (IRS Employer File Number) Identification No.) 161 Inverness Drive West, Englewood, Colorado 80112 - -------------------------------------------------------------------------------- (Address of principal executive offices) ICG HOLDINGS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) Colorado 33-96540 84-1158866 - -------------------------------------------------------------------------------- (State of Incorporation) (Commission (IRS Employer File Number) Identification No.) 161 Inverness Drive West, Englewood, Colorado 80112 - -------------------------------------------------------------------------------- (Address of principal executive offices) ICG FUNDING, LLC - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) Delaware 333-40495 84-1434980 - -------------------------------------------------------------------------------- (State of Incorporation) (Commission (IRS Employer File Number) Identification No.) 161 Inverness Drive West, Englewood, Colorado 80112 - -------------------------------------------------------------------------------- (Address of principal executive offices) ICG SERVICES, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) Delaware 2850200 84-1448147 - -------------------------------------------------------------------------------- (State of Incorporation) (Commission (IRS Employer File Number) Identification No.) 161 Inverness Drive West, Englewood, Colorado 80112 - -------------------------------------------------------------------------------- (Address of principal executive offices) Registrants' telephone numbers, including area codes (888)424-1144 and -------------------------- (303) 414-5000 -------------------------- Item 5. Other Events. - ------ ------------ In a press release dated September 18, 2000, ICG Communications, Inc., a Delaware corporation (the "Company"), announced a revised business plan which calls for a controlled expansion, quality of service enhancements and cost savings. As a result of this revised business plan, the Company anticipates reduced expenditures, slower expansion and significantly reduced revenues and EBITDA from previous estimates. A copy of the press release is attached. Item 7. Exhibit. - ------ -------- (c) Exhibit ------- 99.1 Press Release, dated September 18, 2000. INDEX TO EXHIBIT Exhibit No. Description - ---------- ------------- 99.1 Press Release, dated September 18, 2000. EXHIBIT 99.1 Press Release, dated September 18, 2000 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized. Dated: September 18, 2000 ICG COMMUNICATIONS, INC. By: /s/ Harry R. Herbst ---------------------- Harry R. Herbst Executive Vice President and Chief Financial Officer (Principal Financial Officer) ICG HOLDINGS (CANADA) CO. By: /s/ Harry R. Herbst ---------------------- Harry R. Herbst Executive Vice President and Chief Financial Officer (Principal Financial Officer) ICG HOLDINGS, INC. By: /s/ Harry R. Herbst ---------------------- Harry R. Herbst Executive Vice President and Chief Financial Officer (Principal Financial Officer) ICG FUNDING, LLC By: ICG Communications, Inc. Common Member and Manager By: /s/ Harry R. Herbst ---------------------- Harry R. Herbst Executive Vice President and Chief Financial Officer (Principal Financial Officer) ICG SERVICES, INC. By: /s/ Harry R. Herbst ---------------------- Harry R. Herbst Executive Vice President and Chief Financial Officer (Principal Financial Officer) EX-99.1 2 0002.txt PRESS RELEASE EX-99.1 PRESS RELEASE, DATED September 18, 2000 FOR IMMEDIATE RELEASE For more information contact: Investor Relations (303) 414-5347 Investor_relations@icgcom.com ICG Communications Announces Revised Business Plan, Forecasts and Customer Service Issues ENGLEWOOD, COLORADO, September 18, 2000 - ICG Communications, Inc. today announced a revised business plan in order to conserve cash resources, address serious customer service issues that have arisen and for other reasons. The revised business plan calls for controlled expansion, quality of service enhancements and cost savings. The new plan anticipates that for the remainder of 2000 and in 2001 the Company will experience reduced capital and corporate expenditures, slower expansion, significantly lower line installations, lower overhead costs and significantly reduced revenues and EBITDA. The revised plan anticipates for the year 2000 revenues of approximately $630 million, EBITDA of approximately $17 million and capital expenditures (CAPEX) of approximately $1 billion. Additionally, the revised plan anticipates for the year 2001 revenues ranging from $700 million to $800 million, EBITDA ranging from $100 million to $150 million and CAPEX ranging from $250 million to $350 million. This compares to prior estimates for 2001 of approximately $1.4 billion in revenue, approximately $350 million in EBITDA and $800 million in CAPEX. Recently ICG has experienced significant customer service issues within certain segments of its Internet Remote Access Service, or IRAS, business that represents a significant portion of its revenues. These issues have involved, among other things, network outages, equipment failures and technical difficulties. As a result, some of its IRAS customers, including certain principal customers, have advised ICG that it is not in compliance with its service agreements. Some of these customers have reduced their commitments to ICG. These customers have indicated that, absent these issues being resolved, they intend to terminate their contractual arrangements with ICG. As a result of these quality of service issues, the Company expects to receive minimal revenues in the third and fourth quarters of this year from IRAS services with respect to approximately 150,000 installed IRAS lines. Some customers have also significantly slowed adding lines, which, along with other factors, will significantly adversely affect the number of lines provisioned by the Company in the third and fourth quarters of 2000. The Company previously had anticipated net line additions of approximately 470,000 lines in the third and fourth quarters of 2000 and approximately 1,000,000 lines in 2001. The revised business plan provides for net line additions of approximately 125,000 lines during the second half of 2000 and approximately 500,000 to 600,000 lines for the year 2001. Most of the new line additions over these periods consist of the Company's PRI (primary rate interface) and RAS (remote access service) products, which have not been materially impacted by current customer service issues. ICG is currently addressing its customer service issues internally and with its customers. The Company is currently working together with its suppliers and vendors to appropriately and quickly resolve all the existing quality and service issues. The revised business plan will result in reduced capital spending for the remainder of 2000 and 2001 and significantly slowed expansion and line provisioning for the remainder of the year and into 2001. The plan will also result in significant downward revisions of previously announced financial expectations for the Company. At this time, it is expected that for the remainder of the year 2000 and 2001 it will experience significantly reduced revenues and EBITDA as compared to the amounts previously anticipated. Previously, ICG had anticipated in excess of $400 million of revenues and approximately $60 million of EBITDA for the third and fourth quarters of 2000. The revised estimates are for approximately $300 million of revenues and negative EBITDA of approximately $25 million during the same period. The Company's revised business plan reduces capital expenditures in the year 2001 by approximately $450 million to $550 million, representing a 56% to 69% reduction. This reduction and other factors will result in curtailment of certain expansion plans previously announced, including in the area of the Company's commercial business, it's DSL business and new markets. The revised business plan includes the completion of the 22 expansion markets during the year 2001, rather than in 2000 as previously anticipated. Under the revised business plan, the Company will be in breach of certain covenants under its $200 million senior secured bank credit facility, in the absence of obtaining appropriate waivers. Under the revised business plan, the Company will still need additional funding. The Company is engaging leading financial institutions to explore all strategic options involving the Company. Forward Looking Statement Disclosure Information and statements presented in this press release are intended to be, and are hereby identified as, "forward-looking statements" within the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements and information are subject to risks and uncertainties. Actual events or results may differ materially from the forward- looking statements set forth herein. For example, without limitation, the Company's statements and projections regarding revenues and EBITDA and the resolution of its customer service issues are forward-looking. There may continue to be decreased demand for the Company's services and, as a result and for other operating reasons, including the lack of access to capital, the Company's actual revenues and EBITDA may be less than currently anticipated. Continuing competition and general economic conditions also may adversely affect the actual operating results of the Company. Risks and uncertainties affecting the Company are detailed from time-to-time in various reports filed by the Company with the Securities and Exchange Commission, including Form 10-K (filed for the year ended 1999) and Forms 10-Q (filed quarterly subsequent to March 31, September 30 and June 30). -----END PRIVACY-ENHANCED MESSAGE-----