SEC Info - Idt Corp, et al. - ‘SC 13D/A’ on 5/4/01 re: Icg Communications Inc/DE

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Idt Corp, et al. – ‘SC 13D/A’ on 5/4/01 re: Icg Communications Inc/DE

On: Friday, 5/4/01, at 4:40pm ET · Accession #: 1125282-1-500246 · File #: 5-47577

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/04/01  Idt Corp                          SC 13D/A               3:132K Icg Communications Inc/DE         Bowne & C… Smartedgar/FA
          Howard S. Jonas
          Idt Corp

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Schedule 13D Amendment                                15     59K 
 2: EX-6        Stock Exchange Agreement                              34    113K 
 3: EX-7        Press Release                                          2±     9K

SC 13D/A — Schedule 13D Amendment
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Certificate of Designation Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Interest in Securities of the Issuer Materials to be Filed as Exhibits Registration Rights Agreement Source and Amount of Funds or other Consideration
1	1st Page - Filing Submission
5	Item 3. Source and Amount of Funds or other Consideration
7	Item 5. Interest in Securities of the Issuer
8	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
"	Registration Rights Agreement
10	Certificate of Designation
13	Item 7. Materials to be Filed as Exhibits

SC 13D/A 1st Page of 15 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

 Under the Securities Exchange Act of 1934
 (Amendment No. 1)

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)

 May 2, 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 of pages)

SC 13D/A 2nd Page of 15 TOC 1st Previous Next ↓Bottom Just 2nd
SCHEDULE 13D

CUSIP No. 449246107                                                             
----------                                                  
_______________________________________________________________________________ 

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                                                                
Beneficially           8.   Shared Voting Power                             
Owned by Each                38,098,944                                       
Reporting Person         ______________________________________________________ 
With                                                                  
9.   Sole Dispositive Power   
0                   
                        ______________________________________________________

10.  Shared Dispositive Power 
38,098,944          
_______________________________________________________________________________ 

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                                                                    
_______________________________________________________________________________ 

SC 13D/A 3rd Page of 15 TOC 1st Previous Next ↓Bottom Just 3rd
SCHEDULE 13D

CUSIP No. 449246107                                                             
----------                                                  
_______________________________________________________________________________ 

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                                                            
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                                       
Nevada                                                                
_______________________________________________________________________________ 

7.   Sole Voting Power        
0                   
                        ______________________________________________________
Number of Shares                                                                
Beneficially           8.   Shared Voting Power                             
Owned by Each                38,098,944                                       
Reporting Person         ______________________________________________________ 
With                                                                  
9.   Sole Dispositive Power   
0                   
                        ______________________________________________________

10.  Shared Dispositive Power 
38,098,944          
_______________________________________________________________________________ 

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                                                                    
_______________________________________________________________________________ 

SC 13D/A 4th Page of 15 TOC 1st Previous Next ↓Bottom Just 4th
SCHEDULE 13D

CUSIP No. 449246107                                                             
----------                                                  
_______________________________________________________________________________ 

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                                                                
Beneficially           8.   Shared Voting Power                             
Owned by Each                38,098,944                                       
Reporting Person         ______________________________________________________ 
With                                                                  
9.   Sole Dispositive Power   
0                   
                        ______________________________________________________

10.  Shared Dispositive Power 
38,098,944          
________________________________________________________________________________

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                                                                    
_______________________________________________________________________________ 

SC 13D/A 5th Page of 15 TOC 1st Previous Next ↓Bottom Just 5th
            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. 1 (this "Amendment") to the Schedule 13D filed by IDT Corporation,
IDT Investments Inc. and Howard S. Jonas on April 30, 2000 (the "Original       
Schedule 13D") with the Securities Exchange Commission 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 entire text of Items 3, 5 and 6, and      
supplement the text of Item 7.                                                  

Item 3.     Source and Amount of Funds or other Consideration.                

             On April 18, 2001, IDTI issued to TP Management, Inc., a Delaware
corporation ("TP Management") 7,500 shares of the Class B Common Stock, par     
value $.01 per share, of IDTI ("IDTI Class B Common Stock") and 30,000 shares of
the Series A Convertible Preferred Stock, par value $.01 per share, of IDTI     
("IDTI Convertible Preferred Stock") in exchange for the transfer from TP       
Management to IDTI of (i) 50,000 shares of the Issuer's 8% Series A-1           
Convertible Preferred Stock, par value $0.01 per share ("Issuer Series A-1      
Convertible Preferred Stock") and (ii) a Warrant to purchase an aggregate of    
6,666,667 shares of Issuer Common Stock (the "LMC Warrant"). The foregoing      
transaction (the "LMC Exchange") was completed pursuant to the terms of the     
Stock Exchange Agreement, dated as of April 18, 2001, by and among IDTI, IDTC,  
IDT America, Corp., a New Jersey corporation ("IDT America"), 225 Old NB Road,  
Inc., a New Jersey corporation ("225 Old NB Road"), 226 Old NB Road, Inc., a New
Jersey corporation ("226 Old NB Road"), 60 Park Place Holding Company, Inc., a  
New Jersey corporation ("60 Park Place"), Liberty Media Corporation, a Delaware 
corporation ("LMC"), Microwave Holdings, L.L.C., a Delaware limited liability   
company ("Microwave Holdings") and TP Management (the "LMC Exchange Agreement").
In addition, pursuant to the terms of the Certificate of Designation, each share
of Issuer Series A-1 Convertible Preferred Stock was automatically converted    
into a share of the Issuer's 8% Series A-3 Convertible Preferred Stock, par     
value $0.01 per share ("Issuer Series A-3 Convertible Preferred Stock") upon    
transfer of the Issuer Series A-1 Convertible Preferred Stock from TP Management
to IDTI.                                                                        

          Simultaneously with the LMC Exchange, and also pursuant to the
terms of the LMC Exchange Agreement, IDTI issued to Microwave Holdings 7,500    
shares of IDTI Class B Common Stock and 30,000 shares of IDTI Convertible       
Preferred Stock in exchange for the transfer from Microwave Holdings to IDTI of 
all of the issued and outstanding capital stock of Microwave Services, Inc., a  
Delaware corporation ("MSI") that is the record owner of 21,436,689 shares of   
the Class A Common Stock, par value $0.01 per share ("Teligent Common Shares"), 
of Teligent, Inc., a Delaware corporation ("Teligent").                         

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SC 13D/A 6th Page of 15 TOC 1st Previous Next ↓Bottom Just 6th
            The foregoing summary of the terms of the LMC Exchange Agreement
is qualified in its entirety by reference to the full text of the LMC Exchange  
Agreement, a copy of which is included as Exhibit 1 to this Statement and is    
incorporated herein by reference.                                               

       On May 2, 2001, a stock exchange agreement (the "HMTF Stock
Exchange Agreement") was entered into, by and among IDTI, IDTC , IDT America,   
IDT Ventures Inc., a Delaware corporation ("IDTV"), HM4 Teligent Qualified Fund,
LLC, a Delaware limited liability company, HM4 Teligent Private Fund, LLC, a    
Delaware limited liability company, HM 4-SBS Teligent Coinvestors, LLC, a       
Delaware limited liability company, HM PG-IV Teligent, LLC, a Delaware limited  
liability company, HM 4-EQ Teligent Coinvestors, LLC, a Delaware limited        
liability company (collectively, the "HMTF Teligent Entities") and HM4 ICG      
Qualified Fund, LLC, a Delaware limited liability company, HM4 ICG Private Fund,
LLC, a Delaware limited liability company, HM PG-IV ICG, LLC, a Delaware limited
liability company, HM 4-SBS ICG Coinvestors, LLC, a Delaware limited liability  
company, and HM 4-EQ ICG Coinvestors, LLC, a Delaware limited liability company 
(collectively, the "HMTF ICG Entities" and, together with the HMTF Teligent     
Entities, the "HMTF Entities"). On May 4, 2001, IDTC issued a press release     
announcing the execution of the HMTF Stock Exchange Agreement. A copy of that   
press release, filed herewith as Exhibit 7, is incorporated herein by reference.

            Pursuant to the terms of the HMTF Stock Exchange Agreement, IDTI
agreed to issue 8,188 shares of Series B Convertible Preferred Stock, par value 
$0.01 per share, of IDTI ("IDTI Series B Convertible Preferred Stock") to the   
HMTF ICG Entities on the closing date in exchange (the "HMTF Exchange") for the 
transfer from the HMTF ICG Entities to IDTI on the closing date of 23,000 shares
of the 8% Series A-2 Convertible Preferred Stock, par value $0.01 per share, of 
ICG ("Issuer Series A-2 Convertible Preferred Stock") and warrants to purchase  
an aggregate of 3,066,667 shares of common stock, par value $0.01 per share, of 
ICG ("HMTF Warrants"). In addition, pursuant to the terms of the Certificate of 
Designation, each share of Issuer Series A-2 Convertible Preferred Stock will be
automatically converted into a share of the Issuer Series A-3 Convertible       
Preferred Stock upon transfer of the Issuer Series A-2 Convertible Preferred    
Stock from the HMTF ICG Entities to IDTI.                                       

           Simultaneously with the HMTF Exchange, and also pursuant to the
terms of the HMTF Stock Exchange Agreement, IDTI agreed to issue 10,007 shares  
of IDTI Series B Convertible Preferred Stock to the HMTF Teligent Entities on   
the closing date in exchange for the transfer from the HMTF Teligent Entities to
IDTI on the closing date of 219,998 shares of Series A 7-3/4 % Convertible      
Preferred Stock due 2014, par value $0.01 per share, of Teligent. The Teligent  
Common Shares are thereby indirectly beneficially owned by the Reporting Persons
and represent approximately 54.4% of the 42,583,265 shares of Teligent's Class A
Common Stock issued and outstanding as of March 26, 2001 (as reported in        
Teligent's Annual Report on Form 10-K for the year ended December 31, 2000).    

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SC 13D/A 7th Page of 15 TOC 1st Previous Next ↓Bottom Just 7th
             The closing of the HMTF Exchange will occur pursuant to the terms
of the HMTF Stock Exchange Agreement subject to the conditions set forth in the 
HMTF Stock Exchange Agreement.                                                  

             As a result of the acquisitions contemplated hereby the Reporting
Persons have succeeded to various contractual rights (referenced in Item 6).    

             The foregoing summary of the terms of the HMTF Exchange Agreement
is qualified in its entirety by reference to the full text of the HMTF Exchange 
Agreement, a copy of which is included as Exhibit 6 to this Statement and is    
incorporated herein by reference.                                               

Item 5.       Interest in Securities of the Issuer.                             

             As of the date hereof, IDTI is the direct beneficial owner of (i)
73,000 shares of Issuer Series A-3 Convertible Preferred Stock and (ii) the LMC 
Warrant to purchase an aggregate of 6,666,667 shares of Issuer Common Stock and 
the HMTF Warrants to purchase an aggregate of 3,066,667 shares of Issuer Common 
Stock (collectively, the "Issuer Warrants"). The 73,000 shares of Issuer Series 
A-3 Convertible Preferred Stock are currently convertible into 28,365,610 shares
of Issuer Common Stock which, together with the 9,733,334 shares of Issuer      
Common Stock for which the Issuer Warrants are exercisable, constitute the      
Shares. The Shares represent, on a pro forma basis calculated in accordance with
Rule 13d-3 of the Exchange Act, beneficial ownership of approximately 42.3% of  
the Issuer's issued and outstanding shares of Common Stock (based on 52,045,443 
shares of Issuer Common Stock issued and outstanding as of November 17, 2000, as
reported in the Issuer's Quarterly Report on Form 10-Q filed on November 20,    
2000, and assuming conversion of the 73,000 shares of Issuer Series A-3         
Convertible Preferred Stock and exercise of the Issuer Warrants). Consequently, 
as of the date hereof, IDTI may be deemed to be the direct beneficial owner of  
the 38,098,944 shares of Issuer Common Stock constituting the Shares.           

        IDTC does not directly beneficially own any shares of Issuer
Common Stock. IDTC is the indirect beneficial owner of the 38,098,944 Shares    
beneficially owned by IDTI.                                                     

            Howard S. Jonas does not directly beneficially own any shares of
Issuer Common Stock. As of April 18, 2001, Howard S. Jonas beneficially owned   
9,817,488 shares of Class A Common Stock, par value $0.01 per share, of IDTC,   
representing approximately 27.1% of the outstanding shares of IDTC and          
approximately 52.7% of the combined voting power of IDTC. Mr. Jonas is the      
indirect beneficial owner of the 38,098,944 Shares beneficially owned by IDTC   
and IDTI.                                                                       

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SC 13D/A 8th Page of 15 TOC 1st Previous Next ↓Bottom Just 8th
              To the best knowledge of IDTC and IDTI, except as described herein
with respect to Mr. Jonas, none of the persons listed on Schedules I and II to  
this Statement (i) beneficially owns any shares of Issuer Common Stock (other   
than in his or her capacity as an executive officer or director of such         
corporations) or (ii) has the right to acquire any Issuer Common Stock.         

     The filing of this Statement shall not be construed as an
admission by the Reporting Persons that they are, for purposes of Section 13(d) 
of the Exchange Act, the beneficial owner of shares of Issuer Common Stock owned
by other parties.                                                               

         (b) Subject to the arrangements described in Item 6 below, by
virtue of his ownership of shares of IDTC representing approximately 52.7% of   
the combined voting power of IDTC, Mr. Jonas has the power to direct IDTC's and 
IDTI's power to vote, or dispose of, the Shares.                                

      (c) Except for the acquisition by the Reporting Persons of
beneficial ownership of the Shares pursuant to the LMC Exchange Agreement and   
HMTF Exchange Agreement as previously described in Item 3 above, no transactions
in Issuer Common Stock have been effected by the Reporting Persons or, to the   
best of IDTC's knowledge, by any of the directors and executive officers of IDTC
named in Schedule I, or, to the best of IDTI's knowledge, by any of the         
directors and executive officers of IDTI named in Schedule II during the past 60
days.                                                                           

        (d) To the best knowledge of the Reporting Persons, no other
person has the right to receive or the power to direct the receipt of dividends 
from, or the proceeds from the sale of, the shares of the Issuer Common Stock   
beneficially owned by the Reporting Persons.                                    

(e) Not applicable.                                 

Item 6.       Contracts, Arrangements, Understandings or Relationships With     
Respect to Securities of the Issuer.                

       Except as described below or elsewhere in this Statement or
incorporated by reference in this Statement, there are no contracts,            
arrangements, understandings or relationships (legal or otherwise) between any  
of the Reporting Persons or, to the best of their knowledge, any of the persons 
named in Schedules I and II to this Statement or between any of the Reporting   
Persons and any other person or, to the best of their knowledge, any person     
named in Schedules I and II to this Statement and any other person with respect 
to any securities of the Issuer, including, but not limited to, transfer or     
voting of any securities, finder's fees, joint ventures, loan or option         
arrangements, puts or calls, guarantees of profits, division of profits or      
losses, or the giving or withholding of proxies.                                

Registration Rights Agreement                                                   

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             The Issuer, LMC, the HMTF ICG Entities and the initial holders of
the Issuer Series A-3 Convertible Preferred Stock are parties to a Registration 
Rights Agreement (the "Registration Rights Agreement").                         

              Pursuant to the Registration Rights Agreement the Issuer agreed to
effect six "demand" registrations at the request of the holders of a majority of
the Registrable Securities (as defined below) held by LMC and its affiliates and
any direct or indirect transferee of any Registrable Securities held by LMC or  
its affiliates, provided that each such demand registration must be in respect  
of Registrable Securities with a fair market value of at least $50,000,000 and  
provided that certain other restrictions are met. The holders of a majority of  
the Registrable Securities held by LMC and its affiliates were given the right  
to make two additional demands for registration following the exercise of all or
a portion of the LMC Warrant.                                                   

           The Registration Rights Agreement also provides that the Issuer
effect three "demand" registrations at the request of the holders of a majority 
of the Registrable Securities (as defined below) held by the HMTF ICG Entities  
and any direct or indirect transferee of any Registrable Securities held by the 
HMTF ICG Entities, provided that each such demand registration must be in       
respect of Registrable Securities with a fair market value of at least          
$50,000,000 and provided that certain other restrictions are met. The holders of
a majority of the Registrable Securities held by the HMTF ICG Entities were     
given the right to one additional demand for registration following the exercise
of all or a portion of the HMTF Warrant.                                        

           In addition, the holders of Registrable Securities have certain
piggyback registration rights in connection with registrations of the Issuer's  
securities under the Securities Act of 1933 (the "Securities Act"). The holders 
of a majority of the Registrable Securities held by LMC and its affiliates and  
the holders of a majority of the Registrable Securities held by the HMTF ICG    
Entities were given the right to request a shelf registration of specified      
portions of the Registrable Securities.                                         

           "Registrable Securities" means (a) the Registrable Common Stock
(as defined below) and (b) any securities of the Issuer or any successor entity 
into which Registrable Common Stock may hereafter be converted or changed until 
such time that such securities are no longer outstanding or, in certain cases,  
no longer require registration. "Registrable Common Stock" means (a) shares of  
Common Stock issued or issuable upon conversion of shares of Issuer Series A-1  
Convertible Preferred Stock, Issuer Series A-2 Convertible Preferred Stock or   
Issuer Series A-3 Convertible Preferred Stock (collectively, "Issuer Series A   
Preferred Stock") plus any additional shares of Issuer Series A Preferred Stock 
issued in respect thereof in connection with any stock split, stock dividend or 
similar event with respect to the Issuer Series A Preferred Stock, plus any     
additional shares of Common Stock issued with respect to such issued shares of  
Common Stock in connection with any stock splits, stock dividends, or similar   
events with respect to the Common Stock, (b) shares of Common Stock issued or   
issuable upon exercise of the Issuer Warrants, plus any additional shares of    
Common Stock issued in respect of such issued shares of Common Stock in         
connection with any stock split, stock dividend or similar event with respect to
the                                                                             

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Common Stock and (c) any shares of Common Stock owned by a holder that are      
restricted securities within the meaning of Rule 144 or all such shares if such 
holder reasonably believes at such time that it may be deemed to be an          
"affiliate" (as that term is defined in Rule 144 under the Securities Act) of   
the Issuer.                                                                     

             The Registration Rights Agreement is incorporated by reference as
Exhibit 2 to this Statement, and the foregoing summary of the terms of the      
Registration Rights Agreement is qualified in its entirety by reference to the  
full text of such Exhibit, which is hereby incorporated herein by reference.    

Certificate of Designation                                                      

             As contemplated by the Purchase Agreement, the board of directors
of the Issuer approved and adopted the Certificate of Designation of the Powers,
Preferences and Relative, Participating, Optional and Other Special Rights of 8%
Series A-1 Convertible Preferred Stock, 8% Series A-2 Convertible Preferred     
Stock and 8% Series A-3 Convertible Preferred Stock, and Qualifications,        
Limitations and Restrictions Thereof (the "Certificate of Designation") to      
create the three subseries of Issuer Series A Preferred Stock. Except with      
respect to director designation rights, the powers, preferences and relative,   
participating, optional and other special rights of each subseries of Issuer    
Series A Preferred Stock are identical.                                         

             Under the Certificate of Designation, the shares of Issuer Series
A Preferred Stock will, with respect to dividend rights and rights on           
liquidation, winding-up and dissolution, rank (i) senior to all shares of Common
Stock and to each other class of capital stock or preferred stock of the Issuer 
(other than the Preferred Stock Mandatorily Redeemable 2009 of the Issuer), the 
terms of which do not expressly provide that it ranks senior to or on a parity  
with the shares of the Issuer Series A Preferred Stock as to dividend rights and
rights on liquidation, winding-up and dissolution of the Issuer; (ii) on a      
parity with the Preferred Stock Mandatorily Redeemable 2009 of the Issuer and   
with each other class of capital stock or series of preferred stock of the      
Issuer issued by Issuer in compliance with the applicable provisions in the     
Certificate of Designation, the terms of which expressly provide that such class
or series will rank on a parity with the shares of the Issuer Series A Preferred
Stock as to dividend rights and rights on liquidation, winding-up and           
dissolution of the Issuer; and (iii) junior to each class of capital stock or   
series of preferred stock of the Issuer issued by the Issuer in compliance with 
the applicable provisions in the Certificate of Designation, the terms of which 
expressly provide that such class or series will rank senior to the shares of   
Issuer Series A Preferred Stock as to dividend rights and rights upon           
liquidation, winding-up and dissolution of the Issuer.                          

             Holders of shares of Issuer Series A Preferred Stock are entitled
to receive with respect to each share of Issuer Series A Preferred Stock        
dividends at a rate per annum of 8% of the then-effective Liquidation           
Preference. "Liquidation Preference" means, initially, an amount equal to       
$10,000 per share of Issuer Series A Preferred Stock plus accrued and unpaid    
dividends, subject to adjustments in accordance with the provisions of the      
Certificate of Designation. Such dividends shall be cumulative from the date of 
issuance of the Issuer Series A Preferred Stock and shall be payable quarterly  
in arrears (each quarterly                                                      

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payment date, a "Dividend Payment Date"). On each Dividend Payment Date,        
commencing on the June 30, 2000 Dividend Payment Date, to and including the June
30, 2005 Dividend Payment Date, accrued dividends on a share of Issuer Series A 
Preferred Stock for the preceding Dividend Period shall be added cumulatively   
to, and thereafter remain a part of, the Liquidation Preference of such share.  
Thereafter, accrued dividends shall be payable quarterly on each Dividend       
Payment Date, commencing on September 30, 2005, to the holders of record of     
Issuer Series A Preferred Stock as of the close of business on the applicable   
Dividend Record Date (as defined in the Certificate of Designation). Accrued    
Dividends that are not paid in full in cash on any Dividend Payment Date        
(whether or not declared and whether or not there are sufficient funds legally  
available for the payment thereof) shall be added cumulatively to the           
Liquidation Preference on the applicable Dividend Payment Date and thereafter   
remain a part thereof.                                                          

              Holders of shares of Issuer Series A Preferred Stock will have the
right, generally, at any time, to convert any or all their shares of Issuer     
Series A Preferred Stock into a number of fully paid and nonassessable shares of
Common Stock equal to the then effective Liquidation Preference thereof plus    
accrued and unpaid dividends to the date of conversion divided by the           
"Conversion Price" in effect at the time of conversion. The initial Conversion  
Price is $28.00 per share, and is subject to adjustment upon the occurrence of  
certain events.                                                                 

            The shares of Issuer Series A Preferred Stock may be redeemed at
any time commencing on or after June 30, 2005, in whole or from time to time in 
part, at the election of the Issuer, at a redemption price payable in cash equal
to 100% of the then effective Liquidation Preference (after giving effect to the
Special Dividend (as defined in the Certificate of Designation) if applicable)  
plus accrued and unpaid dividends from the last Dividend Payment Date to the    
date fixed for redemption. Shares of Issuer Series A Preferred Stock (if not    
earlier redeemed or converted) shall be mandatorily redeemed by the Issuer on   
June 30, 2015, at a redemption price per share in cash equal to the then        
effective Liquidation Preference (after giving effect to the Special Dividend,  
if applicable), plus accrued and unpaid dividends thereon from the last Dividend
Payment Date to the date of mandatory redemption.                               

    If a Change of Control (as defined in the Certificate of
Designation) occurs prior to June 30, 2005, an amount equal to the Special      
Dividend will be added to the Liquidation Preference of each share of Issuer    
Series A Preferred Stock. The Special Dividend, for each share of Issuer Series 
A Preferred Stock, is the difference between (i) $14,859.47 (as that number may 
be adjusted for stock splits, stock dividends or similar events) and (ii) the   
amount of the actual Liquidation Preference of such share immediately prior to  
the Change of Control.                                                          

             Upon occurrence of a Change of Control, the Issuer has the right,
but not the obligation, to offer to repurchase all the shares of Issuer Series A
Preferred Stock at a purchase price per share in cash equal to 101% of the      
Liquidation Preference of each share of Issuer Series A Preferred Stock         
repurchased (after giving effect to the Special Dividend, if applicable), plus  
an amount equal to 101% of all dividends accrued and unpaid thereon to          

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the date fixed for the repurchase. If the Issuer does not offer to repurchase   
all the shares of Issuer Series A Preferred Stock in accordance with the        
Certificate of Designation, the dividend rate on the Issuer Series A Preferred  
Stock will increase to 16%. If the dividend rate is so increased, the Issuer    
will have the right (but not the obligation) (i) at any time prior to June 30,  
2005 to offer to repurchase all the outstanding shares of Issuer Series A       
Preferred Stock at a purchase price per share in cash equal to 101% of the      
Liquidation Preference of each share of Issuer Series A Preferred Stock         
repurchased (after giving effect to the Special Dividend, if applicable), plus  
an amount equal to 101% of all dividends accrued and unpaid thereon to the date 
fixed for the repurchase and (ii) at any time after June 30, 2005, to offer to  
repurchase all the outstanding shares of Issuer Series A Preferred Stock at a   
purchase price per share in cash equal to 100% of the Liquidation Preference of 
each share of Issuer Series A Preferred Stock repurchased (after giving effect  
to the Special Dividend, if applicable), plus an amount equal to 100% of all    
dividends accrued and unpaid thereon to the date fixed for the repurchase. If   
the Issuer makes such an offer, the dividend rate on the Issuer Series A        
Preferred Stock will be thereafter reduced to 8%.                               

            Holders of the shares of Issuer Series A Preferred Stock will be
entitled to vote on all matters upon which the holders of the Issuer's Common   
Stock are entitled to vote. In exercising these voting rights, each share of    
Issuer Series A Preferred Stock shall be entitled to vote on an as-converted    
basis with the holders of the Issuer's Common Stock. The approval of the holders
of between 51% and 75% of the then-outstanding shares of Issuer Series A        
Preferred Stock, voting as one class, will be required for the Issuer to take   
certain actions.                                                                

        For so long as LMC and its affiliates own any combination of
shares of Issuer Series A-1 Convertible Preferred Stock and shares of Common    
Stock that, taken together (on an as converted basis), equal at least 2,687,571 
shares of Common Stock (as adjusted for any stock dividends, splits and         
combinations and similar events affecting the Common Stock from time to time),  
LMC may elect one director, or if greater, such number (rounded up to the       
nearest whole number) equal to 10% of the then authorized number of members of  
the Issuer's board of directors, to serve on the board of directors of the      
Issuer. Additionally, for so long as LMC and its affiliates own any combination 
of shares of Issuer Series A-1 Convertible Preferred Stock and shares of Common 
Stock that, taken together (on an as converted basis), equal at least 8,928,571 
shares of Common Stock (as adjusted for any stock dividends, splits and         
combinations and similar events affecting the Common Stock from time to time),  
LMC may elect an additional director, or if greater, such number (rounded up to 
the nearest whole number) of additional directors equal to 10% of the then      
authorized number of members of the Issuer's board of directors, to serve on the
board of directors of the Issuer. Pursuant to the Certificate of Designation,   
holders of the Issuer Series A-2 Convertible Preferred Stock have the right to  
elect one director under certain circumstances.                                 

             For so long as the HMTF ICG Entities and their affiliates own any
combination of shares of Issuer Series A-2 Convertible Preferred Stock and      
shares of Common Stock that, taken together (on an as converted basis), equal at
least 4,107,143 shares of Common Stock (as adjusted for any stock dividends,    
splits and combinations and similar events                                      

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affecting the Common Stock from time to time), the HMTF ICG Entities may elect  
one director, or if greater, such number (rounded up to the nearest whole       
number) equal to 10% of the then authorized number of members of the Issuer's   
board of directors, to serve on the board of directors of the Issuer.           

          The Certificate of Designation is incorporated by reference as
Exhibit 3 to this Statement, and the foregoing summary of the terms of the      
Certificate of Designation is qualified in its entirety by reference to the full
text of such Exhibit, which is hereby incorporated herein by reference.         

Common Stock Warrant Certificates                                               

              The Issuer originally issued a certificate evidencing ownership of
the LMC Warrant (the "LMC Warrant Certificate") to LMC and certificates         
evidencing ownership of the HMTF Warrant (collectively, the "HMTF Warrant       
Certificate" and, together with the LMC Warrant Certificate, the "Issuer Warrant
Certificate") to the HMTF ICG Entities. The LMC Warrant entitles LMC or its     
permitted assigns to purchase from the Issuer up to 6,666,667 fully paid and    
nonassessable shares of Common Stock at an exercise price of $34.00 per share,  
as adjusted from time to time pursuant to the terms of the LMC Warrant          
Certificate. The HMTF Warrants entitle the HMTF ICG Entities and their permitted
assigns to purchase from the Issuer up to 3,066,667 fully paid and nonassessable
shares of Common Stock at an exercise price of $34.00 per share, as adjusted    
from time to time pursuant to the terms of the HMTF Warrant Certificates. The   
Issuer Warrant Certificate is void after April 10, 2005.                        

          The Issuer Warrant Certificate is incorporated by reference as
Exhibit 4 to this Statement, and the foregoing summary of the terms of the      
Warrant Certificate is qualified in its entirety by reference to the full text  
of such Exhibit, which is hereby incorporated herein by reference.              

Item 7.       Materials to be Filed as Exhibits.                                

       The Reporting Persons file the following exhibits with this
Amendment to the Original Schedule 13D:                                         

Exhibit No.        Description                      
-----------        -----------                      
              6               Stock Exchange Agreement, dated as of May 2,
                              2001, by and among IDTI, IDTC , IDT America,
                                IDT Ventures INC., a Delaware corporation, HM4
                          Teligent Qualified Fund, LLC, a Delaware
                                 limited liability company, HM4 Teligent Private
                         Fund, LLC, a Delaware limited liability
                                company, HM 4-SBS Teligent Coinvestors, LLC, a
                              Delaware limited liability company, HM PG-IV
                             Teligent, LLC, a Delaware limited liability
                               company, HM 4-EQ Teligent Coinvestors, LLC, a
                             Delaware limited liability company, HM4 ICG
                         Qualified Fund, LLC, a Delaware limited
                                 liability company, HM4 ICG Private Fund, LLC, a

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                              Delaware limited liability company, HM PG-IV
                                 ICG, LLC, a Delaware limited liability company,
                           HM 4-SBS ICG Coinvestors, LLC, a Delaware
                            limited liability company, and HM 4-EQ ICG
                                Coinvestors, LLC, a Delaware limited liability
company.      

               7               Press Release of IDT Corporation dated May 4,
2001.         

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 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: May 4, 2001                    IDT CORPORATION                           

                    By:  /s/ Howard S. Jonas
                                   -------------------------------
                          Name:  Howard S. Jonas
                                    Title: Chairman of the Board and
                                         Chief Executive Officer

May 4, 2001                           IDT INVESTMENTS INC.                      

                      By:  /s/ Howard Millendorf
                                   -------------------------------
                            Name:  Howard Millendorf
                    Title: President

                         /s/ Howard S. Jonas
                                   -------------------------------
                   Howard S. Jonas

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D/A’ Filing	Date	First	Last	Other Filings

	6/30/15	11
	9/30/05	11
	6/30/05	11	12	3, 8-K, SC 13D/A
	4/10/05	13
Filed on:	5/4/01	6	15	8-A12B, SC 13D/A
	5/2/01	1	13
	4/18/01	5	7
	3/26/01	6
	12/31/00	6		10-K, NT 11-K, NTN 10K
	11/20/00	7		10-Q
	11/17/00	7
	6/30/00	11		10-Q, 10-Q/A
	4/30/00	5		10-Q, 10-Q/A
				List all Filings

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Filing Submission 0001125282-01-500246 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Idt Corp, et al. – ‘SC 13D/A’ on 5/4/01 re: Icg Communications Inc/DE

On: Friday, 5/4/01, at 4:40pm ET · Accession #: 1125282-1-500246 · File #: 5-47577

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Amendment to General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

SC 13D/A — Schedule 13D AmendmentDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

SC 13D/A — Schedule 13D Amendment
Document Table of Contents