-----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, FSv6Dr66FoK1ppHXtiLfN8cYR3PDqh7K9DS08/f7MruDd8pzadT5KlqqipN5ZVNE qAG1VH5jTk+4msJ1sBJ0Sg== 0000905718-04-000120.txt : 20040405 0000905718-04-000120.hdr.sgml : 20040405 20040405135055 ACCESSION NUMBER: 0000905718-04-000120 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040405 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ICG COMMUNICATIONS INC /DE/ CENTRAL INDEX KEY: 0001013240 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 841342022 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47577 FILM NUMBER: 04716625 BUSINESS ADDRESS: STREET 1: 161 INVERNESS DRIVE WEST STREET 2: PO BOX 6742 CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 3034145643 MAIL ADDRESS: STREET 1: 161 INVERNESS DRIVE WEST STREET 2: P O OX 6742 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HUFF WILLIAM R CENTRAL INDEX KEY: 0001125885 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 67 PARK PLACE CITY: MORRISTOWN STATE: NJ ZIP: 20170 BUSINESS PHONE: 7036396000 MAIL ADDRESS: STREET 1: 67 PARK PLACE CITY: MORRISTOWN STATE: NJ ZIP: 07960 SC 13D/A 1 icgcomm13dam3.txt SC13DAM3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* ICG COMMUNICATIONS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 449246206 - -------------------------------------------------------------------------------- (CUSIP Number) Edward T. Dartley W.R. Huff Asset Management Co., L.L.C. 67 Park Place Morristown, New Jersey 07960 (973) 984-1233 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 5, 2003 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule l3G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Section 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Cusip No. 449246206 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): William R. Huff - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions): (a) Not (b) Applicable - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions): WC - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): Not Applicable - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: United States - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power: * ------------------------------ Shares Beneficially 8. Shared Voting Power: * ------------------------------ Owned by Each Reporting 9. Sole Dispositive Power: * ------------------------------ Person With 10. Shared Dispositive Power: * ------------------------------ - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,386,341* - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 17.1%* - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions): IA, IN - -------------------------------------------------------------------------------- * As of December 5, 2003, certain separately managed accounts (collectively, the "Accounts") of W.R. Huff Asset Management Co., L.L.C., a Delaware limited liability company, hold, or expect to receive, in the aggregate, approximately 1,299,248 Shares, and warrants to purchase an aggregate of approximately 87,093 additional Shares (subject to adjustments in certain circumstances), for a total of 1,386,341 Shares and warrants. This includes Shares and warrants initially issued pursuant to the Plan, certain Shares and warrants received pursuant to the Plan in September 2003, and additional Shares and warrants expected to be issued pursuant to the Plan. William R. Huff possesses sole power to vote and direct the disposition of all securities of the Company to be issued to or on behalf of and/or issued to or on behalf of the Accounts, subject to the internal screening and other securities law compliance procedures of Huff Asset Management described below. Thus, as of December 5, 2003, for the purposes of Reg. Section 240.13d-3, William R. Huff is deemed to beneficially own approximately 1,386,341 Shares, or approximately 17.1% of the Shares deemed issued and outstanding as of that date. See Item 5 of this Schedule 13D Amendment No. 3 for additional information. Item 5. Interest in Securities of the Issuer. ------------------------------------ As of December 5, 2003, the Accounts hold, or expect to receive, in the aggregate, approximately 1,299,248 Shares, and warrants to purchase an aggregate of approximately 87,093 additional Shares (subject to adjustments in certain circumstances), for a total of 1,386,341 Shares and warrants. This includes Shares and warrants initially issued pursuant to the Plan, certain Shares and warrants received pursuant to the Plan in September 2003, and additional Shares and warrants expected to be issued pursuant to the Plan. William R. Huff possesses sole power to vote and direct the disposition of all securities of the Company to be issued to or on behalf of and/or issued to or on behalf of the Accounts, subject to the internal screening and other securities law compliance procedures of Huff Asset Management described below. Thus, as of December 5, 2003, for the purposes of Reg. Section 240.13d-3, William R. Huff is deemed to beneficially own approximately 1,386,341 Shares, or approximately 17.1% of the Shares deemed issued and outstanding as of that date. Huff Asset Management has in place appropriate internal screening procedures and other securities law compliance policies that from time to time require Mr. Huff to delegate to one or more employees of Huff Asset Management transaction and/or securities disposition authority with respect to certain entities, including the Company. All such employees serve under the ultimate direction, control and authority of Mr. Huff. The following details the transactions in the sixty days prior to December 5, 2003, in Shares, or securities convertible into, exercisable for or exchangeable for Shares, by Mr. Huff or any other person or entity controlled by him or any person or entity for which he possesses voting or investment control over the securities thereof: (i) 8,500 Shares were sold on October 6, 2003, at a price of $7.70 per Share in an ordinary brokerage transaction, and (ii) 200,000 warrants were sold on December 5, 2003, at a price of $.99 per warrant in a private sale. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. April 5, 2004 /s/ William R. Huff ---------------------------------------- William R. Huff, on behalf of W.R. Huff Asset Management Co., L.L.C., as investment manager of certain separately managed accounts. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----