Icg Communications Inc/DE – ‘8-K’ for 7/25/02

On:  Friday, 8/9/02, at 3:34pm ET   ·   For:  7/25/02   ·   Accession #:  950172-2-1736   ·   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                                         3±    17K 
 2: EX-2        Exh. 2.7                                              14     33K 
 3: EX-2        Exh. 2.8                                              35±   170K 
 4: EX-10       Exh. 10.85                                           298±  1.13M 
 5: EX-10       Exh. 10.86                                           299±  1.26M 
 6: EX-10       Exh. 10.87                                             8±    34K 
 7: EX-99       Exh. 99.2                                              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) July 25, 2002  

ICG COMMUNICATIONS, INC.    
----------------------------------------------------------------
(Exact name of registrant as specified in charter)

   Delaware           1-11965           84-1342022
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(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   
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Item 5.   Other Events.                                           
------    ------------                                            

    On July 25, 2002, ICG Communications, Inc., a Delaware corporation
(the "Company"), and its affiliated debtor subsidiaries, entered into the       
Senior Financing Agreement with the Lenders identified therein, Royal Bank      
of Canada, as Administrative Agent and as collateral agent, and Wachovia        
Bank, National Association, as documentation agent (the "Senior Facility").     
The Company also entered into a Note and Warrant Purchase Agreement with        
Madeleine L.L.C. ("Madeleine"), an affiliate of Cerberus Capital                
Management, L.P., and Morgan Stanley & Co., Incorporated ("Morgan Stanley")     
(the "Note and Warrant Purchase Agreement"). In addition, the Company,          
Madeleine and Morgan Stanley entered into an escrow agreement, dated July       
25, 2002 (the "Escrow Agreement") pursuant to which Madeleine and Morgan        
Stanley deposited $25,000,000 in an escrow account to be released pursuant      
to its terms upon approval by the United States Bankruptcy Court for the        
District of Delaware (the "Bankruptcy Court") of the Supplement (as defined     
below) and satisfaction of certain conditions as set forth in the Note and      
Warrant Purchase Agreement.                                                     

   On July 26, the Company filed a modification (the "Modification")
to the Second Amended Joint Plan of Reorganization of ICG Communications,       
Inc. et. al., (the "Plan", and the Plan, as modified by the Modification,       
the "Modified Plan") with the Bankruptcy, which describes the transactions      
as contemplated by the Senior Facility, the Note and Warrant Purchase           
Agreement and the Escrow Agreement (the "Exit Financing Transactions"). On      
July 26, 2002 the Company also filed a motion to approve the Supplemental       
Disclosure With Respect to Second Amended Joint Plan of Reorganization of       
ICG Communications, Inc. Regarding Modification (the "Supplement"). It is       
anticipated that a hearing on the adequacy of the Supplement will be held       
in the Bankruptcy Court on August 23, 2002. As set forth in the Modified        
Plan, consummation of the Modified Plan, including consummation of the Exit     
Financing Transactions, is contingent upon receiving Bankruptcy Court           
approval, as well as the approval of certain classes of creditors. Copies       
of the Modification, the Supplement, the Senior Facility, the Note and          
Warrant Purchase Agreement and the Escrow Agreement are attached as             
exhibits.                                                                       

Item 7.   Exhibits.                                               
------    --------                                                

(c)  Exhibits                                 
--------                            

2.7               Modification to the Second Amended Joint Plan of              
      Reorganization of ICG Communications, Inc. and its
           Affiliated Debtors and Debtors in Possession dated July
26, 2002.                                   

2.8               Supplemental Disclosure With Respect to Second Amended        
            Joint Plan of Reorganization of ICG Communications, Inc.
          Regarding Modification of ICG Communications, Inc. and
          its Affiliated Debtors and Debtors in Possession dated
July 26, 2002.                              

10.85             Senior Financing Agreement by and among ICG                   
  Communications, Inc. and its affiliated debtor
             subsidiaries identified therein, Royal Bank of Canada, as
     Administrative Agent and as collateral agent, and
         Wachovia Bank, National Association, as documentation
agent, dated as of July 25, 2002.           

10.86             Note and Warrant Purchase Agreement by and among ICG          
             Communications, Inc., Madeleine L.L.C. and Morgan Stanley
   & Co., Incorporated, dated as of July 25, 2002.

10.87             Escrow Agreement by and among ICG Communications, Inc.,       
            Madeleine L.L.C. and Morgan Stanley & Co., Incorporated,
dated as of July 25, 2002.                  

99.2              Press Release issued by ICG Communications, Inc. on July      
25, 2002.                                   

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: August 9, 2002                ICG COMMUNICATIONS, INC.     
                                 By: /s/ Bernard L. Zuroff
                                    ----------------------
                               Bernard L. Zuroff
                                       Executive Vice President,
                                           General Counsel and Secretary

INDEX TO EXHIBITS     

Exhibit No.                  Description                                        
-----------                   -----------                                       

EX-2.7            Modification to the Second Amended Joint Plan of              
      Reorganization of ICG Communications, Inc. and its
            Affiliated Debtors and Debtors in Possession, dated July
26, 2002.                                   

EX-2.8            Supplemental Disclosure With Respect to Second Amended        
            Joint Plan of Reorganization of ICG Communications, Inc.
          Regarding Modification of ICG Communications, Inc. and
           its Affiliated Debtors and Debtors in Possession, dated
July 26, 2002.                              

EX-10.85          Senior Financing Agreement by and among ICG                   
  Communications, Inc. and its affiliated debtor
             subsidiaries identified therein, Royal Bank of Canada, as
     Administrative Agent and as collateral agent, and
         Wachovia Bank, National Association, as documentation
agent, dated as of July 25, 2002.           

EX-10.86          Note and Warrant Purchase Agreement by and among ICG          
             Communications, Inc., Madeleine L.L.C. and Morgan Stanley
   & Co., Incorporated, dated as of July 25, 2002.

EX-10.87          Escrow Agreement by and among ICG Communications, Inc.,       
            Madeleine L.L.C. and Morgan Stanley & Co., Incorporated,
dated as of July 25, 2002.                  

EX-99.2           Press Release issued by ICG Communications, Inc. on July      
25, 2002.                                   

Dates Referenced Herein

This ‘8-K’ Filing		Date		Other Filings
		8/23/02		None on these Dates
Filed on:		8/9/02
		7/26/02
For Period End:		7/25/02
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