Icg Communications Inc/DE – ‘8-K’ for 5/21/02

On:  Tuesday, 6/4/02, at 4:56pm ET   ·   For:  5/21/02   ·   Accession #:  950172-2-1202   ·   File #:  1-11965

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5±    23K 
 2: EX-2        Ex 2.1 Confirmation Order                             96±   416K 
 3: EX-2        Ex 2.2 Plan of Reorganization                        363±  1.96M 
 4: EX-2        Ex 2.3 Disclosure Statement                          510±  2.60M 
 5: EX-13       Ex 13.1 10Q                                           32    178K 
 6: EX-99       Ex 99.1 Press Release                                  2±     9K 

8-K   —   Current Report
Document Table of Contents

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): May 21, 2002    
--------------    

ICG COMMUNICATIONS, INC.    
--------------    

(Exact Name of Registrant as Specified in Charter)    

                                                        [Enlarge/Download Table]

                 DELAWARE                               1-11965                         84-1342022            
-------------------------------------------  -----------------------------  ----------------------------------
                                                                                                              
     (State or Other Jurisdiction of           (Commission File Number)      (IRS Employer Identification No.)
              Incorporation)                                                                                  

ICG Communications, Inc.                                      
161 Inverness Drive West                                      
Englewood, CO                                     80112       
(Address of Principal Executive                (Zip Code)     
Offices)                                                      

Registrant's telephone number, including area code: (303) 414-5000    
--------------    

-----------------------------------------------------     
(Former Name or Former Address, if Changed Since Last Report)     

Item 3. Bankruptcy or Receivership.                                             

As previously reported, on November 14, 2000, ICG Communications, Inc., a       
Delaware corporation ("ICG" or the "Company"), and its affiliated debtor        
subsidiaries filed a petition for reorganization under Chapter 11 of the        
United States Bankruptcy Code, Case No. 00-4238 (PJW), in the U.S.              
Bankruptcy Court for the District of Delaware located in Wilmington,            
Delaware (the "Court"). During the course of the proceedings, the Company       
operated its business and managed its properties and assets as a                
debtor-in-possession. On December 19, 2001, the Company filed a Joint Plan      
of Reorganization and accompanying disclosure statement. On February 25,        
2002, the Company filed the First Amended Joint Plan of Reorganization and      
accompanying disclosure statement. On April 3, 2002, the Company filed the      
Second Amended Joint Plan of Reorganization of ICG Communications, Inc. and     
its Affiliated Debtors and Debtors in Possession (the "Plan") together with     
the accompanying Disclosure Statement with Respect to Second Amended Joint      
Plan of Reorganization of ICG Communications, Inc. and its Affiliated           
Debtors and Debtors in Possession (the "Disclosure Statement"). A copy of       
the Plan and Disclosure Statement are filed herewith as Exhibits 2.2 and        
2.3, respectively. On May 16, 2002, Logan and Company, the Company's            
balloting agent, filed an affidavit indicating that the Plan had been           
accepted by all classes entitled to vote on the Plan.                           

On May 21, 2002, the Court entered an order confirming the Plan. A copy of      
the order confirming the Plan is filed herewith as Exhibit 2.1 (the             
"Confirmation Order"). On May 20, 2002, the Company issued a press release      
related to the foregoing and a copy is filed herewith as Exhibit 99.1 and       
is incorporated by reference herein.                                            

A description of the amended and modified Plan is set forth in the              
Confirmation Order and the Disclosure Statement. The principal provisions       
of the Plan are as follows:                                                     

o        Holders of allowed general unsecured claims against the Company        
    will receive one hundred percent (100%) of the new common stock of
  reorganized ICG (the "New Common Shares"). The allocation of New
Common Shares is based upon the ultimate aggregate amount of  
allowed general unsecured claims against (i) the operating    
    companies owned directly or indirectly by ICG Holdings, Inc. ("ICG
   Holdings"), including ICG Telecom Group, Inc. ("ICG Telecom" and,
together with ICG Communications, Inc., ICG Holdings and ICG  
Telecom's subsidiaries, the "Holdings Debtors") and (ii) ICG  
Services, Inc., ICG Equipment, Inc., ICG NetAhead and ICG     
 Mountainview, Inc., (the "Services Debtors"), respectively, and
    adjusted in settlement of certain intercompany claim issues. Based
upon claim estimates contained in the Plan, approximately     
  fifty-nine and one-half percent (59.5%) of the New Common Shares
will be distributed pro rata to holders of general unsecured  
 claims against the Holdings Debtors and approximately forty and
one-half percent (40.5%) of the New Common Shares will be     
distributed pro rata to holders of general unsecured claims   
against the Services Debtors.                                 

o        Holders of general unsecured claims against the Holdings Debtors       
 will be issued a pro rata share of warrants for the purchase of
approximately ten percent (10%) of the New Common Shares at a 
strike price based upon an implied total equity value of      
Reorganized ICG of $160 million (the "New Holdings Creditor   
Warrants"). A description of the terms of the New Holdings    
 Creditor Warrants is set forth in Section V.F of the Disclosure
Statement.                                                    

o        Cerberus Capital Management, L.P. ("CCM") will arrange a $25           
   million senior subordinated secured term loan for reorganized ICG
  (the "New Senior Subordinated Term Loan"), the proceeds of which
will be distributed pro rata to holders of the Company's      
prepetition secured bank debt. The lenders of the New Senior  
   Subordinated Term Loan shall receive a closing fee in the form of
warrants to purchase 200,000 additional New Common Shares, on 
substantially the same terms as the New Holdings Creditor     
 Warrants. The balance of the Company's prepetition secured bank
  debt, aggregating approximately $59.6 million, will be converted
   to new secured debt of reorganized ICG (the "New Secured Notes").
A description of the terms of the New Senior Subordinated Term
 Loan can be found in Section V.G of the Disclosure Statement. A
   description of the terms of the New Secured Notes is set forth in
Section V.F of the Disclosure Statement.                      

o        A group of financial institutions, including CCM, will purchase        
$40 million of unsecured convertible notes to be issued by the
  Company (the "New Convertible Notes"). The New Convertible Notes
will be convertible into common stock representing twenty-two 
  percent (22%) of the issued and outstanding New Common Shares on
the effective date. A description of the terms of the New     
 Convertible Notes can be found in Section V.G of the Disclosure
Statement.                                                    

o        Options to purchase seven percent (7%) of the aggregate New Common     
Shares outstanding on a fully diluted basis will be granted to
employees designated in the management option plan (the       
    "Management Option Plan"). The Management Option Plan will reserve
    options to purchase three percent (3%) of the aggregate New Common
Shares for future awards by the board of reorganized ICG.     

As of May 2, 2002, there were 55,244,915 shares of the Company's old common     
stock outstanding (the "Old Common Stock"), all of which will be cancelled      
on the effective date of the Plan. Prior to the Petition Date, the Company      
also issued the following preferred securities (the "Old Preferred              
Shares"): (i) 50,000 shares of ICG Communications, Inc. 8% Series A-1           
Convertible Preferred Securities due 2015; (ii) 23,000 shares of ICG            
Communications, Inc. 8% Series A-2 Convertible Preferred Securities due         
2015; (iii) 2,000 shares of ICG Communications, Inc. 8% Series A-3              
Convertible Preferred Securities due 2015; (iv) 1,107,585 shares of ICG         
Funding, LLC Exchangeable Preferred Securities Mandatorily Redeemable 2009;     
(v) 13,029.25 shares of ICG Communications, Inc. 6 3/4% Preferred Stock         
Mandatorily Redeemable 2009; (vi) 162,071 shares of ICG Holdings, Inc. 14%      
Preferred Stock Mandatorily Redeemable 2008; (vii) and 272,510 shares of        
ICG Holdings, Inc. 14 1/4% Preferred Stock Mandatorily Redeemable 2007, all     
of which will be cancelled on the effective date of the Plan. Under the         
provisions of the Plan, the Old Common Stock and Old Preferred Shares and       
all of the Company's senior notes will be canceled.                             

As of the effective date of the Plan, the Company will issue a total of         
8,000,000 New Common Shares to all holders of claims filed and allowed          
under the Plan.                                                                 

A statement of the assets and liabilities of the Company is contained in        
the Company's Quarterly Report on Form 10-Q filed with the United States        
Securities and Exchange Commission on May 15, 2002, which is incorporated       
by reference herein.                                                            

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.     

DESCRIPTION                                                                     

(c) Exhibits.                                                 

2.1      Findings of Fact, Conclusions of Law, and Order      
             Confirming Second Amended Joint Plan of Reorganization of
           ICG Communications, Inc. and its Affiliated Debtors and
Debtors in Possession dated May 21, 2002.   

2.2      Second Amended Joint Plan of Reorganization of ICG   
       Communications, Inc. and its Affiliated Debtors and
Debtors in Possession dated April 3, 2002.  

    2.3      Disclosure Statement with Respect to Second Amended Joint
          Plan of Reorganization of ICG Communications, Inc. and
          its Affiliated Debtors and Debtors in Possession dated
April 3, 2002.                              

   13.1     ICG Communications, Inc.'s Quarterly Report on Form 10-Q
        filed with the United States Securities and Exchange
Commission on May 15, 2002.                 

  99.1     Press Release issued by ICG Communications, Inc. on May
20, 2002.                                   

SIGNATURES    

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf     
by the undersigned hereunto duly authorized.                                    

Date: June 4, 2002                 ICG COMMUNICATIONS, INC.                     

               By: /s/ Bernard L. Zuroff
                                  --------------------------------------------
       Bernard L. Zuroff
                               Executive Vice President, General Counsel
   and Secretary

EXHIBIT INDEX     

2.1      Findings of Fact, Conclusions of Law, and Order      
             Confirming Second Amended Joint Plan of Reorganization of
           ICG Communications, Inc. and its Affiliated Debtors and
Debtors in Possession dated May 21, 2002.   

2.2      Second Amended Joint Plan of Reorganization of ICG   
       Communications, Inc. and its Affiliated Debtors and
Debtors in Possession dated April 3, 2002.  

    2.3      Disclosure Statement with Respect to Second Amended Joint
          Plan of Reorganization of ICG Communications, Inc. and
          its Affiliated Debtors and Debtors in Possession dated
April 3, 2002.                              

   13.1     ICG Communications, Inc.'s Quarterly Report on Form 10-Q
        filed with the United States Securities and Exchange
Commission on May 15, 2002.                 

  99.1     Press Release issued by ICG Communications, Inc. on May
20, 2002.                                   

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing		Date		Other Filings
Filed on:		6/4/02
For Period End:		5/21/02
		5/20/02
		5/16/02
		5/15/02		10-Q
		5/2/02
		4/3/02
		2/25/02
		12/19/01		8-K
		11/14/00		10-12B,  8-K,  NT 10-Q
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