<PAGE> 1
OMB APPROVAL
OMB Number: 3235-0145
Expires:December 31, 1997
Estimated average burden
hours per form .... 14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
MindSpring Enterprises, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
602683 10 4
-------------------------------------------------------
(CUSIP Number)
Kimberley E. Thompson, c/o ITC Holding Company, Inc., 1239 O.G. Skinner Drive,
------------------------------------------------------------------------------
West Point, GA 31833 (706) 645-8139
-----------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 20, 1997
-------------------------------------------------------
(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).
<PAGE> 2
SCHEDULE 13D
CUSIP No. 602683 10 4 Page 2 of 10 Pages
------------ ----- ----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ITC Holding Company, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
N/A (b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
NUMBER OF -------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,274,689
OWNED BY -------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON -------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
2,274,689
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,274,689
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
- --------------------------------------------------------------------------------
*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.
<PAGE> 3
SCHEDULE 13D
CUSIP No. 602683 10 4 Page 3 of 10 Pages
------------ ----- ----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
InterCall, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
N/A (b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
NUMBER OF -------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,274,689
OWNED BY -------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON -------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
2,274,689
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,274,689
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*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.
<PAGE> 4
CUSIP No. 602683 10 4 Page 4 of 10 Pages
------------ ----- ----
This Amendment No. 1 amends and supplements the Schedule 13D filed
with the Securities and Exchange Commission (the "Commission") on August 4, 1997
(the "Original Filing") by Former ITC Holding Company, Inc. (as defined below)
relating to 2,274,689 shares of Common Stock, par value $.01 per share (the
"Common Stock"), of Mindspring Enterprises, Inc., a Delaware corporation (the
"Company").
Item 2. Identity and Background
Item 2 is hereby amended in its entirety to read as follows:
Until October 20, 1997, the Common Stock reported herein was
beneficially owned by ITC Holding Company, Inc. ("Former ITC Holding"), a
Delaware corporation, the original reporting person. Effective October 20, 1997,
Former ITC Holding completed a corporate reorganization in which the following
transactions occurred in the following sequence: (i) Former ITC Holding
transferred the Common Stock to its wholly owned subsidiary, ITC West Point,
Inc., a Delaware corporation; (ii) ITC West Point, Inc. transferred the Common
Stock to its wholly owned subsidiary, InterCall, Inc. (the current direct
beneficial owner of the securities as reported herein), a Delaware corporation;
(iii) Former ITC Holding distributed to its stockholders on a pro rata basis all
of the capital stock of ITC West Point, Inc.; (iv) Former ITC Holding merged
with and into its subsidiary, ITC DeltaCom, Inc., a Delaware corporation; and
(v) ITC West Point, Inc. changed its name to "ITC Holding Company, Inc." ("ITC
Holding").
As a result of the foregoing transactions, InterCall, Inc. directly
beneficially owns all of the Common Stock reported herein, and ITC Holding
indirectly beneficially owns all of such Common Stock. InterCall, Inc. is a
wholly owned subsidiary of ITC Holding. ITC Holding and Intercall Inc. are
referred to collectively as the "Reporting Persons."
InterCall, Inc. provides a variety of telecommunications services,
including conference calling services to businesses. The business address of
InterCall, Inc. is 1211 O.G. Skinner Drive, West Point, Georgia 31833. During
the last five years, InterCall, Inc. 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 a finding
of any violation with respect to such laws. Attached as Appendix I hereto and
incorporated herein by reference is a list containing the (a) name, (b) business
or residential address, and (c) present principal occupation or employment and
the name, principal business and address of any corporation or other
organization in which such employment is conducted, of each director and
executive officer of InterCall, Inc. To the knowledge of InterCall, Inc., each
of the directors and executive officers listed on Appendix I hereto is a United
States citizen, and none of such directors and executive officers has, during
the past five years, 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.
ITC Holding is a holding company engaged through subsidiaries and
other ownership interests in a variety of service businesses, primarily in the
telecommunications industry. The business address of ITC Holding is 1239 O.G.
Skinner Drive, West Point, Georgia 31833. During the last five years, ITC
Holding 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 a finding of any violation with respect to such
laws. Attached as Appendix II hereto and incorporated herein by reference is a
list containing the (a) name, (b) business or residential address, and (c)
present principal occupation or employment and the name, principal business and
address of any corporation or other organization in which such employment is
conducted, of each director and
<PAGE> 5
CUSIP No. 602683 10 4 Page 5 of 10 Pages
------------ ----- ----
executive officer of ITC Holding. To the knowledge of ITC Holding, each of the
directors and executive officers listed on Appendix II hereto is a United States
citizen, and none of such directors and executive officers has, during the past
five years, 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.
Item 4. Purpose of Transaction
Item 4 of the Original Filing is hereby amended such that all
references in Item 4 of the Original Filing to "Reporting Person" shall read
"Reporting Persons."
Item 5. Interest in Securities of the Issuer
(a) As of the date of this report, the Reporting Persons
beneficially own an aggregate of 2,274,689 shares of the Company's Common Stock
which represents approximately 30.2% of the shares of the 7,530,531 shares of
the Company's Common Stock outstanding as of October 27.
(b) The Reporting Persons share power to vote (or to direct the
vote) and to dispose (or to direct the disposition) of the entire number of
shares reported as beneficially owned by the Reporting Persons.
(c) On August 25, 1997, Former ITC Holding purchased 13,000 shares
of the Company's Common Stock at $14.625 per share in a private transaction.
On August 26, 1997, Former ITC Holding purchased 5,000 shares of
the Company's Common Stock at $15.06 per share in an open market transaction on
the Nasdaq National Market.
On September 11, 1997, Former ITC Holding purchased 10,000
shares of the Company's Common Stock at $17.5625 per share in an open market
transaction on the Nasdaq National Market.
(d) Not applicable.
(e) Not applicable.
<PAGE> 6
CUSIP No. 602683 10 4 Page 6 of 10 Pages
------------ ----- ----
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.
Date: October 30, 1997
ITC HOLDING COMPANY, INC.
/s/ Kimberley E. Thompson
- ----------------------------------------
By: Kimberley E. Thompson
Title: Senior Vice President - General Counsel
and Secretary
INTERCALL, INC.
/s/ Kimberley E. Thompson
- ----------------------------------------
By: Kimberley E. Thompson
Title: Vice President - General Counsel
and Secretary
<PAGE> 7
CUSIP No. 602683 10 4 Page 7 of 10 Pages
------------ ----- ----
APPENDIX I
OFFICERS AND DIRECTORS OF INTERCALL, INC.
<TABLE>
<CAPTION>
NAME OF DIRECTOR
OR EXECUTIVE OFFICER PRINCIPAL OCCUPATION
AND BUSINESS ADDRESS OR EMPLOYMENT
- -------------------- --------------------
<S> <C>
Campbell B. Lanier, III, Director Chairman and Chief Executive Officer
c/o InterCall, Inc. ITC Holding Company, Inc.
1211 O.G. Skinner Drive
West Point, Georgia 31833
William H. Scott, III, Director Chief Operating Officer and President
c/o InterCall, Inc. ITC Holding Company, Inc.
1211 O.G. Skinner Drive
West Point, Georgia 31833
Robert Montgomery, Director Chief Executive Officer and President
c/o InterCall, Inc. InterCall, Inc.
1211 O.G. Skinner Drive
West Point, Georgia 31833
Kevin Neville Vice President
c/o InterCall, Inc. InterCall, Inc.
1211 O.G. Skinner Drive
West Point, Georgia 31833
Mary Delaney Vice President
c/o InterCall, Inc. InterCall, Inc.
1211 O.G. Skinner Drive
West Point, Georgia 31833
Bryan W. Adams, Vice President Senior Vice President - Chief Financial Officer
c/o InterCall, Inc. ITC Holding Company, Inc.
1211 O.G. Skinner Drive
West Point, Georgia 31833
Kimberley E. Thompson, Vice President Senior Vice President - General Counsel and Secretary
- - General Counsel and Secretary ITC Holding Company, Inc.
c/o InterCall, Inc.
1211 O.G. Skinner Drive
West Point, Georgia 31833
Ancel Hamilton Vice President
c/o InterCall, Inc. InterCall, Inc.
1211 O.G. Skinner Drive
West Point, Georgia 31833
</TABLE>
<PAGE> 8
CUSIP No. 602683 10 4 Page 8 of 10 Pages
------------ ----- ----
<TABLE>
<S> <C>
Susan Ferguson Vice President, Treasurer and Assistant Secretary
c/o InterCall, Inc. InterCall, Inc.
1211 O.G. Skinner Drive
West Point, Georgia 31833
Dabsey M. Gray, Assistant Secretary Vice President, Controller and
c/o InterCall, Inc. Assistant Secretary
1211 O.G. Skinner Drive ITC Holding Company, Inc.
West Point, Georgia 31833
</TABLE>
<PAGE> 9
CUSIP No. 602683 10 4 Page 9 of 10 Pages
------------ ----- ----
APPENDIX II
OFFICERS AND DIRECTORS OF ITC HOLDING, INC.
<TABLE>
<CAPTION>
NAME OF DIRECTOR
OR EXECUTIVE OFFICER PRINCIPAL OCCUPATION
AND BUSINESS ADDRESS OR EMPLOYMENT
- -------------------- --------------------
<S> <C>
Campbell B. Lanier III Chairman and Chief Executive Officer
c/o ITC Holding Company, Inc. ITC Holding Company, Inc.
1239 O.G. Skinner Drive
West Point, GA 31833
William H. Scott, III Chief Operating Officer and President
c/o ITC Holding Company, Inc. ITC Holding Company, Inc.
1239 O.G. Skinner Drive
West Point, GA 31833
J. Douglas Cox Senior Vice President
c/o ITC Holding Company, Inc. ITC Holding Company, Inc.
1239 O.G. Skinner Drive
West Point, GA 31833
Allen E. Smith Vice President
c/o ITC Holding Company, Inc. ITC Holding Company, Inc.
1239 O.G. Skinner Drive
West Point, GA 31833
Bryan W. Adams Senior Vice President - Chief Financial Officer
c/o ITC Holding Company, Inc. ITC Holding Company, Inc.
1239 O.G. Skinner Drive
West Point, GA 31833
Robert M. Montgomery Vice President
c/o ITC Holding Company, Inc. ITC Holding Company, Inc.
1239 O.G. Skinner Drive
West Point, GA 31833
Kimberley E. Thompson Senior Vice President - General Counsel and Secretary
c/o ITC Holding Company, Inc. ITC Holding Company, Inc.
1239 O.G. Skinner Drive
West Point, GA 31833
Dabsey M. Gray Vice President, Controller and Assistant Secretary
c/o ITC Holding Company, Inc. ITC Holding Company, Inc.
1239 O.G. Skinner Drive
West Point, GA 31833
J. Smith Lanier, II, Director Chairman and Chief Executive Officer
c/o ITC Holding Company, Inc. J. Smith Lanier & Co.
1239 O.G. Skinner Drive
West Point, GA 31833
</TABLE>
<PAGE> 10
CUSIP No. 602683 10 4 Page 10 of 10 Pages
------------ ---- ----
<TABLE>
<S> <C>
William T. Parr, Director Vice Chairman
c/o ITC Holding Company, Inc. J. Smith Lanier & Co.
1239 O.G. Skinner Drive
West Point, GA 31833
Malcolm C. Davenport, V, Director Director
c/o ITC Holding Company, Inc. ITC Holding Company, Inc.
1239 O.G. Skinner Drive
West Point, GA 31833
Donald W. Weber, Director President and Chief Executive Officer
c/o ITC Holding Company, Inc. View Star Entertainment, Inc.
1239 O.G. Skinner Drive
West Point, GA 31833
O. Gene Gabbard, Director Director
c/o ITC Holding Company, Inc. ITC Holding Company, Inc.
1239 O.G. Skinner Drive
West Point, GA 31833
William B. Timmerman, Director Chairman and Chief Executive Officer
c/o ITC Holding Company, Inc. SCANA Corporation
1239 O.G. Skinner Drive
West Point, GA 31833
Donald W. Burton, Director President
c/o ITC Holding Company, Inc. South Atlantic Capital Corporation
1239 O.G. Skinner Drive
West Point, GA 31833
Robert A. Dolson, Director Chairman and President
c/o ITC Holding Company, Inc. National Enterprises, Inc.
1239 O.G. Skinner Drive
West Point, GA 31833
</TABLE>
