<PAGE>
Exhibit (a)(2)
LETTER OF TRANSMITTAL
TO TENDER OPTIONS TO PURCHASE SHARES OF COMMON STOCK
HAVING AN EXERCISE PRICE OF $18.00 OR MORE HELD BY OPTION HOLDERS
WHO HAVE NOT RECEIVED OPTIONS AFTER SEPTEMBER 30, 2000
FOR NEW OPTIONS UNDER THE
ITC/\DELTACOM, INC. 1997 STOCK OPTION PLAN
PURSUANT TO THE OFFER TO EXCHANGE DATED DECEMBER 12, 2000
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THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, JANUARY 12, 2001,
UNLESS THE OFFER IS EXTENDED.
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To:
M. Andrew Mantler
Associate Corporate Counsel
ITC/\DeltaCom, Inc.
4092 South Memorial Parkway
Huntsville, Alabama 35802
Telephone: (256) 382-3881
Facsimile: (256) 382-3936
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
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Pursuant to the terms and subject to the conditions of the Offer to Exchange
dated December 12, 2000 and this Letter of Transmittal, I hereby tender the
following options or portions thereof to purchase shares of common stock, par
value $.01 per share ("Option Shares"), outstanding under the ITC/\DeltaCom,
Inc. 1997 Stock Option Plan, having an exercise price of $18.00 or more (to
validly tender such options or portions thereof you must complete the following
table according to instructions 2 and 3 on page 4 of this Letter of
Transmittal):
<TABLE>
<CAPTION>
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Total Number of
Option Shares
Grant Date of Exercise Price of Subject to Number of Option Shares to be Tendered
Option/1/ Option Option/2/ (must be in whole Option Shares) /3/
<S> <C> <C> <C>
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</TABLE>
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/1/ List each option on a separate line even if more than one option was issued
on the same grant date.
/2/ Even if you are only tendering a portion of an option, provide the total
number of Option Shares subject to the entire option in this column.
/3/ If you are tendering all of the Option Shares for a particular option,
write "all" under this column in the row for that option. If you are
tendering a portion of the Options Shares subject to a particular option,
provide the number of Option Shares being tendered under this column in the
row for that option.
<PAGE>
To ITC/\DeltaCom, Inc.:
Upon the terms and subject to the conditions set forth in the Offer to
Exchange dated December 12, 2000 (the "Offer to Exchange"), my receipt of which
I hereby acknowledge, and in this Letter of Transmittal (this "Letter" which,
together with the Offer to Exchange, as they may be amended from time to time,
constitutes the "Offer"), I, the undersigned, hereby tender to ITC/\DeltaCom,
Inc., a Delaware corporation (the "Company"), the options or portions thereof to
purchase shares ("Option Shares") of common stock, par value $.01 per share, of
the Company (the "Common Stock") specified in the table on page 1 of this Letter
(the "Options") in exchange for "New Options," which are new options to purchase
shares of Common Stock equal in number to the number of Option Shares subject to
the Options or portions thereof that I tender hereby. All New Options will be
subject to the terms of the ITC/\DeltaCom, Inc. 1997 Stock Option Plan (the
"Plan") and to a new option agreement between the Company and me.
Subject to, and effective upon, the Company's acceptance for exchange
of the Options tendered herewith in accordance with the terms and subject to the
conditions of the Offer (including, if the Offer is extended or amended, the
terms and conditions of any such extension or amendment), I hereby sell, assign
and transfer to, or upon the order of, the Company all right, title and interest
in and to all of the Options that I am tendering hereby. I acknowledge that the
Company has advised me to consult with my own advisors as to the consequences of
participating or not participating in the Offer. I agree that this Letter is an
amendment to the option agreement or agreements to which the Options I am
tendering hereby are subject.
I hereby represent and warrant that I have full power and authority to
tender the Options tendered hereby and that, when and to the extent such Options
are accepted for exchange by the Company, such Options will be free and clear of
all security interests, liens, restrictions, charges, encumbrances, conditional
sales agreements or other obligations relating to the sale or transfer thereof,
other than pursuant to the applicable option agreement, and such Options will
not be subject to any adverse claims. Upon request, I will execute and deliver
any additional documents deemed by the Company to be necessary or desirable to
complete the exchange of the Options I am tendering hereby.
All authority herein conferred or agreed to be conferred shall not be
affected by, and shall survive, my death or incapacity, and all of my
obligations hereunder shall be binding upon my heirs, personal representatives,
successors and assigns. Except as stated in the Offer, this tender is
irrevocable.
By execution hereof, I understand that tenders of Options pursuant to
the procedure described in Section 3 of the Offer to Exchange and in the
instructions to this Letter will constitute my acceptance of the terms and
conditions of the Offer. The Company's acceptance for exchange of Options
tendered pursuant to the Offer will constitute a binding agreement between the
Company and me upon the terms and subject to the conditions of the Offer.
I acknowledge that the New Options that I will receive (1) will not be
granted until on or about the first business day that is at least six months and
one day after the date the Options tendered hereby are accepted for exchange and
canceled and (2) will be subject to the terms and conditions set forth in a new
option agreement between the Company and me that will be forwarded to me after
the grant of the New Options. I also acknowledge that I must be an employee of
the Company or one of its subsidiaries from the date I tender Options through
the date the New Options are granted and otherwise be eligible under the the
Plan on the date the New Options are granted in order to receive New Options. I
further acknowledge that, if I do not remain such an employee, I will not
receive any New Options or any other consideration for the Options that I tender
and that are accepted for exchange pursuant to the Offer.
The name and social security number of the registered holder of the
Options tendered hereby appear below exactly as they appear on the option
agreement or agreements representing such Options. By completing the table on
page 1 of this Letter, I have indicated whether the Options that I am tendering
represent all or less than all of the Option Shares subject to each such Option
(a "Partial Tender"). In the appropriate boxes of the table, I have listed for
each Option the grant date, the exercise price, the total number of Option
Shares subject to the Option, and the number of Option Shares I am tendering. I
understand that I may tender all or any portion of my options outstanding under
the Plan having an exercise price of $18.00 or more and that I am not required
to tender any of such options in the Offer. I also understand that all of such
Options properly tendered prior to the "Expiration Date" (as defined in the
following sentence) and not properly withdrawn will be exchanged for New
Options, upon the terms and subject to the conditions of the Offer, including
the conditions described in Sections 1 and 6 of the Offer to Exchange. The term
"Expiration Date" means 5:00 p.m., New York City time, on January 12, 2001,
unless and until the Company, in its discretion, has extended the period of time
during which the Offer will remain open, in which event the term "Expiration
Date" refers to the latest time and date at which the Offer, as so extended,
expires. I have not received any options from the Company after September 30,
2000.
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<PAGE>
I recognize that, under certain circumstances set forth in the Offer
to Exchange, the Company may terminate or amend the Offer and postpone its
acceptance and cancellation of any Options tendered for exchange. In any such
event, I understand that the Options delivered herewith but not accepted for
exchange will be returned to me at the address indicated below.
THE OFFER IS NOT BEING MADE TO (NOR WILL TENDERS OF OPTIONS BE
ACCEPTED FROM OR ON BEHALF OF) HOLDERS IN ANY JURISDICTION IN WHICH THE MAKING
OR ACCEPTANCE OF THE OFFER WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH
JURISDICTION.
All capitalized terms used in this Letter but not defined shall have
the meaning ascribed to them in the Offer to Exchange.
I have read, understand and agree to all of the terms and conditions
of the Offer.
HOLDER PLEASE SIGN HERE
(See Instructions 1 and 4)
You must complete and sign the following exactly as your name appears
on the option agreement or agreements evidencing the Options you are tendering.
If the signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or another person acting in a
fiduciary or representative capacity, please set forth the signer's full title
and include with this Letter proper evidence of the authority of such person to
act in such capacity.
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SIGNATURE OF OWNER
X______________________________________________________
(Signature of Holder or Authorized Signatory)
Date:__________ __, 200__
Name:__________________________________________________
(Please Print)
Capacity:______________________________________________
Address:_______________________________________________
_______________________________________________________
(Please include ZIP code)
Telephone No. (with area code):
_______________________________________________________
Tax ID/ Social Security No.:___________________________
==========================================================
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<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Delivery of Letter of Transmittal. A properly completed and duly
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executed original of this Letter (or a facsimile thereof), and any other
documents required by this Letter, must be received by the Company at its
address set forth on the front cover of this Letter on or before the Expiration
Date.
THE METHOD BY WHICH YOU DELIVER ANY REQUIRED DOCUMENTS IS AT YOUR OPTION
AND RISK, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY
THE COMPANY. IF YOU ELECT TO DELIVER YOUR DOCUMENTS BY MAIL, THE COMPANY
RECOMMENDS THAT YOU USE REGISTERED MAIL WITH RETURN RECEIPT REQUESTED AND THAT
YOU PROPERLY INSURE THE DOCUMENTS. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT
TIME TO ENSURE TIMELY DELIVERY.
Tenders of Options made pursuant to the Offer may be withdrawn at any time
prior to the Expiration Date. If the Offer is extended by the Company beyond
that time, you may withdraw your tendered options at any time until the extended
expiration of the Offer. In addition, unless the Company accepts your tendered
Options before 12:00 midnight, New York City time, on Thursday, February 8,
2001, you may withdraw your tendered Options at any time after February 8, 2001.
To withdraw tendered Options you must deliver a written notice of withdrawal, or
a facsimile thereof, with the required information to the Company while you
still have the right to withdraw the tendered Options. Withdrawals may not be
rescinded and any Options withdrawn will thereafter be deemed not properly
tendered for purposes of the Offer unless such withdrawn Options are properly
re-tendered prior to the Expiration Date by following the procedures described
above.
The Company will not accept any alternative, conditional or contingent
tenders. All tendering Option Holders, by execution of this Letter (or a
facsimile of it), waive any right to receive any notice of the acceptance of
their tender, except as provided for in the Offer to Exchange.
2. Inadequate Space. If the space provided herein is inadequate, the
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information requested by the first table in this Letter regarding the Options to
be tendered should be provided on a separate schedule attached hereto.
3. Tenders. If you intend to tender options pursuant the Offer, you must
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complete the table on page 1 of this Letter by providing the following
information for each Option that you intend to tender: grant date, exercise
price, total number of Option Shares subject to the Option, and number of Option
Shares you are tendering. You may tender all, none or any portion of each of
your options. However, you may not tender an option or portion thereof
representing less than a whole share of Common Stock.
If we accept for exchange a Partial Tender of an Option, we will accept
such Option first with respect to the Option Shares, if any, as to which the
Option has not vested, beginning with the Option Shares scheduled to vest last,
and next with respect to the Option Shares, if any, as to which the Option has
vested.
4. Signatures on This Letter of Transmittal. If this Letter is signed by
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the holder of the Options, the signature must correspond with the name as
written on the face of the option agreement or agreements to which the Options
are subject without alteration, enlargement or any change whatsoever.
If this Letter is signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, such person should so indicate when signing, and
proper evidence satisfactory to the Company of the authority of such person so
to act must be submitted with this Letter.
5. Requests for Assistance or Additional Copies. Any questions or
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requests for assistance, as well as requests for additional copies of the Offer
to Exchange or this Letter may be directed to M. Andrew Mantler, Associate
Corporate Counsel, at the address and telephone number given on the front cover
of this Letter. Copies will be furnished promptly at the Company's expense.
6. Irregularities. All questions as to the number of Option Shares
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subject to Options to be accepted for exchange, and the validity, form,
eligibility (including time of receipt) and acceptance for exchange of any
tender of Options will be determined by the Company in its discretion, which
determinations shall be final and binding on all parties. The Company reserves
the right to reject any or all tenders of Options the Company determines not to
be in proper form or the acceptance of which may, in the opinion of the
Company's counsel, be unlawful. The
4
<PAGE>
Company also reserves the right to waive any of the conditions of the Offer and
any defect or irregularity in the tender of any particular Options, and the
Company's interpretation of the terms of the Offer (including these
instructions) will be final and binding on all parties. No tender of Options
will be deemed to be properly made until all defects and irregularities have
been cured or waived. Unless waived, any defects or irregularities in connection
with tenders must be cured within such time as the Company shall determine.
Neither the Company nor any other person is or will be obligated to give notice
of any defects or irregularities in tenders, and no person will incur any
liability for failure to give any such notice.
IMPORTANT: THIS LETTER (OR A FACSIMILE COPY THEREOF) TOGETHER WITH ALL
OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE COMPANY, ON OR PRIOR TO THE
EXPIRATION DATE.
7. Important Tax Information. You should refer to Section 13 of the Offer
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to Exchange, which contains important tax information.
5
