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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
ITC/\DeltaCom, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
45031T 10 4
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(CUSIP Number)
Kimberley E. Thompson, c/o ITC Holding Company, Inc., 1239 O.G. Skinner Drive,
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West Point, GA 31833 (706) 645-8139
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 29, 1997
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
(Continued on following pages)
* 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).
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SCHEDULE 13D
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CUSIP No. 45031T 10 4 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
CAMPBELL B. LANIER, III
C/O ITC HOLDING COMPANY, INC., 1239 O.G. SKINNER DRIVE
WEST POINT, GA 31833
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
N/A (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
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7 SOLE VOTING POWER
4,523,115
NUMBER OF -------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 88,759
OWNED BY
EACH -------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 4,523,115
WITH
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10 SHARED DISPOSITIVE POWER
88,759
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,611,874
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.9%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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CUSIP No. 45031T 10 4 Page 3 of 5 Pages
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Item 1. Security and Issuer
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This statement relates to the Common Stock, par value $.01 (the
"Common Stock"), of ITCDeltaCom, Inc., a Delaware corporation (the "Company"),
the principal executive offices of which are located at 206 West Ninth Street,
West Point, Georgia 31833.
Item 2. Identity and Background
-----------------------
This statement is being filed by Campbell B. Lanier, III (the
"Reporting Person"), the Chairman and director of the Company. The Reporting
Person's principal occupation is Chairman, Chief Executive Officer and director
of ITC Holding Company, Inc. ("ITC Holding"). The Reporting Person's business
address is c/o ITC Holding Company, Inc., 1239 O.G. Skinner Drive, West Point,
Georgia 31833.
During the last five years, the Reporting Person has not been (i)
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Reporting Person is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
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The Reporting Person's wife, Mrs. Jane Lanier, purchased 1,000 shares
of Common Stock at a purchase price of $16.50 per share in the initial public
offering of the Common Stock of the Company (the "Initial Public Offering") as
described in Item 5 below. The funds used to purchase these shares came from
available cash on hand.
Item 4. Purpose of Transaction
----------------------
Mrs. Lanier has acquired the Common Stock for investment and may, from
time to time, depending upon market conditions and other factors deemed relevant
by Mrs. Lanier, acquire additional shares of Common Stock.
The Reporting Person has acquired for investment purposes those shares
of Common Stock that he owns directly. The Reporting Person may, from time to
time, depending upon market conditions and other factors deemed relevant by the
Reporting Person, acquire additional shares of Common Stock. The Reporting
Person has entered into an agreement (as described in Item 6 below) with the
underwriters of the Initial Public Offering, pursuant to which the Reporting
Person has agreed generally that, for a one hundred eighty (180)-day period
commencing on October 23, 1997, he will not sell or otherwise dispose of any
equity security of the Company without the consent of the underwriters.
Except as described in this Schedule 13D report, neither the Reporting
Person nor Mrs. Lanier has any current plans or proposals that relate to or
would result in any of the actions described in subparagraphs (a) through (j) of
Item 4 of Schedule 13D.
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CUSIP No. 45031T 10 4 Page 4 of 5 Pages
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Item 5. Interest in Securities of the Issuer
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(a) As of the date of this report, the Reporting Person beneficially
owns an aggregate of 4,611,874 shares of Common Stock, which represents
approximately 18.9% of the shares of Common Stock outstanding on October 29,
1997, the date of the closing of the Initial Public Offering (including the
shares of Common Stock sold in the Initial Public Offering and sold pursuant to
the over-allotment option granted to the underwriters for the Initial Public
Offering). The shares beneficially owned by the Reporting Person include: 1,207
shares of Common Stock held of record by the Reporting Person's wife, Jane
Lanier; 29,952 shares of Common Stock held of record by the Lanier Family
Foundation, of which the Reporting Person is co-trustee; and 57,600 shares of
Common Stock held of record by the Campbell Lanier, Jr. Irrevocable Life
Insurance Trust, of which the Reporting Person is co-trustee. The amount
reported as beneficially owned by the Reporting Person also includes 210,522
shares of Common Stock that the Reporting Person has the right to purchase
within 60 days of October 20, 1997 pursuant to outstanding options.
(b) The number of shares of Common Stock as to which the Reporting
Person has
<TABLE>
<CAPTION>
<S> <C>
(i) sole power to vote or direct the vote is 4,523,115
(ii) shared power to vote or direct the vote is 88,759
(iii) sole power to dispose or direct the disposition is 4,523,115
(iv) shared power to dispose or direct the disposition is 88,759
</TABLE>
(c) On October 20, 1997, as part of a reorganization of ITC Holding,
ITC Holding transferred all of its assets (other than its stock in the Company)
and all of its liabilities to another entity and then merged (the "Merger") with
and into the Company, which is the surviving corporation in the Merger. In
connection with the Merger, the Reporting Person and his wife, Mrs. Jane Lanier,
as well as other holders of ITC Holding common stock, received shares of the
Company's Common Stock. Outstanding options to purchase shares of ITC Holding
common stock were converted into options to purchase shares of the Company's
Common Stock. Mrs. Lanier received 207 shares of Common Stock and the Reporting
Person received 4,312,593 shares of Common Stock. As a result of the Merger, the
Reporting Person also has the right to purchase within 60 days of October 20,
1997 an additional 210,522 shares of Common Stock pursuant to outstanding
options.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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In connection with the Initial Public Offering, the Reporting Person
has entered into an agreement (the "Lock-up Agreement") with the underwriters
for the Initial Public Offering pursuant to which the the Reporting Person has
agreed generally that, for a one hundred eight (180)-day period commencing on
October 23, 1997, he will not sell or otherwise dispose of any equity security
of the Company without the consent of the underwriters.
The foregoing description of the Lock-up Agreement is qualified in its
entirety by reference to the Lock-up Agreement which are filed as exhibits to
this Schedule and are incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
--------------------------------
1. Lock-up Letter from Campbell B. Lanier, III to Morgan Stanley &
Co. Incorporated, Merrill Lynch & Company, Inc., J.C. Bradford & Co. Inc., and
Wheat First Butcher Singer, Inc. dated October 2, 1997.
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CUSIP No. 45031T 10 4 Page 5 of 5 Pages
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Signature
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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.
Date: November 10, 1997
CAMPBELL B. LANIER, III
/s/ Campbell B. Lanier, III
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October 2, 1997
Morgan Stanley & Co. Incorporated
Merrill Lynch, Pierce, Fenner & Smith Incorporated
J.C. Bradford & Co.
Wheat, First Securities, Inc.
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, NY 10036
Ladies and Gentlemen:
The undersigned understands that ITC/\DeltaCom, Inc., a Delaware
corporation (the "Company"), proposes to enter into an underwriting agreement
(the "Underwriting Agreement") with Morgan Stanley & Co. Incorporated ("Morgan
Stanley"), Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.C. Bradford &
Co. and Wheat, First Securities, Inc., as representatives of the several
underwriters (the "Underwriters") named in Schedule I thereto, providing for the
public offering (the "Public Offering") of shares of the Company's Common Stock
(par value $.01 per share) (the "Common Stock").
To induce the Underwriters that may participate in the Public Offering
to continue their efforts in connection with the Public Offering, and for other
good and valuable considerations receipt of which is hereby acknowledged, the
undersigned hereby agrees that, without the prior written consent of Morgan
Stanley on behalf of the Underwriters, it will not, during the period commencing
on the date hereof and ending 180 days after the date of the final prospectus
relating to the Public Offering (the "Prospectus"), (1) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, lend, or
otherwise transfer or dispose of, directly or indirectly, any shares of Common
Stock or any securities convertible into or exercisable or exchangeable for
Common Stock or (2) enter into any swap or other arrangement that transfer to
another, in whole or in part, any of the economic consequences of ownership of
Common Stock, whether any such transaction described in clause (1) or (2) above
is to be settled by delivery of Common Stock or other securities, in cash or
otherwise. The foregoing sentence shall not apply to (a) the sale of any shares
of Common Stock to the Underwriters pursuant to the Underwriting Agreement, (b)
transactions relating to shares of Common Stock or other securities acquired in
open market transactions after the completion of the Public Offering, (c)
transfers of Common Stock to the Company, (d) a pledge, grant of security
interest or other encumbrance effected in a bona fide transaction with an
unrelated and unaffiliated pledgee, under a written pledge agreement that
provides
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that the pledgee shall hold the Common Stock subject to the terms of this
Agreement and, as a condition precedent to such pledge, security interest or
other encumbrance, shall be required to execute and deliver this Agreement and
(e) any transfer (i) to a trust for the benefit of such transferor or such
transferor's spouse or lineal descendants or (ii) by gift, will or intestate
succession to such transferor's spouse or lineal descendants, provided, in each
case, that, as a condition precedent to such transfer, the transferee of any
such transfer, or the trustee or legal guardian on behalf of any such
transferee, duly executes and delivers this Agreement. In addition, the
undersigned agrees that, without the prior written consent of Morgan Stanley on
behalf of the Underwriters, it will not, during the period commencing on the
date hereof and ending 180 days after the date of the Prospectus, make any
demand for or exercise any right with respect to, the registration of any shares
of Common Stock or any security convertible into or exercisable or exchangeable
for Common Stock.
Whether or not the Public Offering actually occurs depends on a number
of factors, including market conditions. Any Public Offering will only be made
pursuant to an Underwriting Agreement, the terms of which are subject to
negotiation between the Company and the Underwriters.
Very truly yours,
/s/ Campbell B. Lanier, III
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(Signature)
Campbell B. Lanier, III
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(Print Name)
1239 O.G. Skinner Drive
West Point, GA 31833
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(Address)
Accepted as of the date
first set forth above:
MORGAN STANLEY & CO. INCORPORATED
By:
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