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Exhibit (a)(5)
[LOGO OF ITC/\DELTACOM]
1791 O.G. Skinner Drive
West Point, GA 31833
December 12, 2000
ANNOUNCEMENT OF OFFER TO EXCHANGE OUTSTANDING OPTIONS UNDER THE ITC/\DELTACOM,
INC. 1997 STOCK OPTION PLAN
Due to today's difficult market conditions, many of our employees hold stock
options with an exercise price that significantly exceeds the market price of
our common stock. Because our Board of Directors recognizes that the Company's
option plan may not currently be providing performance incentives for its valued
employees, the Board has considered a number of ways to provide you with the
benefit of options that over time may have a greater potential to increase in
value.
As a result, I am happy to announce that ITC/\DeltaCom will offer to exchange
your outstanding options under the 1997 stock option plan with an exercise price
of $18.00 or more for new options we will grant under that plan. Based upon
accounting considerations, this offer is limited to option holders who have not
received options after September 30, 2000.
The Company's offer is being made under the terms and subject to the conditions
of an offer to exchange and related documents that are being mailed today to the
home address of employees who have been identified as eligible to participate in
this program.
If you do not receive a mailing within a week and think you should have, or if
you have questions relative to the offer after you receive your documents by
mail, please contact Andy Mantler by email or at extension 3881 (256-382-3881).
Andrew M. Walker
