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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): March 4, 1998
ITC/\Deltacom, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-23253 58-2301135
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification
Number)
1241 O.G. Skinner Drive, West Point, Georgia 31833
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (706-645-3880)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events
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Proposed Private Debt Offering
On February 25, 1998, the Company issued a press release announcing
its plans to raise approximately $160 million in a proposed private
offering of Senior Notes due 2008. The Notes to be offered will not be
registered under the Securities Act of 1933 or any state securities laws and may
not be offered or sold in the United States unless registered, except pursuant
to an exemption from the registration requirements of the Securities Act of 1933
and applicable state securities laws. Enclosed as Exhibit 99 to this Current
Report on Form 8-K is the text of the February 25, 1998 press release.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits.
99. Press Release, dated February 25, 1998, regarding the Company's
proposed private offering of $160 million of Senior Notes due 2008.
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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: March 4, 1998 ITC/\Deltacom, Inc.
By: /s/ Douglas A. Shumate
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Douglas A. Shumate
Senior Vice President --
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Exhibit
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99. Press Release, dated February 25, 1998,
regarding the Company's proposed private
offering of $160 million of Senior Notes
due 2008.
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Exhibit 99
ITC/\DELTACOM, INC. UNDERTAKES PRIVATE OFFERING
WEST POINT, Georgia - Feb. 25, 1998 - ITC/\DeltaCom, Inc. (Nasdaq/NM:ITCD)
announced today that it intends to commence a private offering of $160 million
of Senior Notes due 2008 (the "Notes").
The Company intends to use the net proceeds from the private offering
primarily to fund market expansion, the on-going development and
construction of the Company's fiber optic network, product development
and general corporate purposes. Such net proceeds will replace (i)
portions of the proceeds from the initial public offering in October 1997
which the Company intends to use to redeem $70 million of the Company's
11% Senior Notes due 2007 as soon as practicable after (and subject to)
completion of the proposed offering, for an aggregate redemption price of
$77.7 million (excluding accrued but unpaid interest through the
redemption date), and (ii) funds that would otherwise have been available
under the Company's secured credit facility which, concurrently with the
offering, is being modified to, among other things, reduce available
borrowings thereunder from $100 million to $50 million.
The Notes to be offered will not be registered under the Securities Act
of 1933 or any state securities laws and may not be offered or sold in
the United States unless registered, except pursuant to an exemption from
the registration requirements of the Securities Act of 1933 and
applicable state securities laws.
ITC/\DeltaCom, Inc., headquartered in West Point, Georgia, provides
integrated telecommunications services to mid-sized and major regional
businesses in the southern United States, and is a leading regional
provider of wholesale long-haul services to other communications
companies. The Company's business communication services include local
exchange service, long distance, enhanced data, Internet, operator
services, and the sale and maintenance of customer premise equipment. The
Company operates 16 branch offices in six states, and its 10-state,
6,300- mile fiber optic network reaches over 60 points of presence. The
Company has an inter-connection agreement with BellSouth Corporation for
resale and access to unbundled network elements, and is a certified
Competitive Local Exchange Carrier (CLEC) in all nine BellSouth states.
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