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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
MindSpring Enterprises, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
602683 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 (703) 619-9678
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 31, 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).
<PAGE> 2
SCHEDULE 13D
CUSIP No. 602683 10 4 Page 2 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ITC Holding Company, Inc.
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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*
OO
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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
Delaware
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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
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,274,689
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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)
30.2%
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14 TYPE OF REPORTING PERSON*
HC
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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.
<PAGE> 3
SCHEDULE 13D
CUSIP No. 602683 10 4 Page 3 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ITC Service Company
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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*
OO
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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
Delaware
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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
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,274,689
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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
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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.
<PAGE> 4
CUSIP No. 602683 10 4 Page 4 of 10 Pages
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This Amendment No. 2 amends and supplements the Schedule 13D filed
with the Securities and Exchange Commission (the "Commission") on August 4,
1997, as amended as of October 30, 1997, (the "Original Filing") by Former ITC
Holding Company, Inc. (as defined below) and InterCall, Inc. 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 December 31, 1997, the Common Stock reported herein was
beneficially owned by InterCall, Inc. ("InterCall"), a Delaware corporation and
direct wholly owned subsidiary of 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; (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 of December 31, 1997, InterCall transferred the Common Stock to
its direct, wholly owned subsidiary, ITC Service Company ("ITC Service"), a
Delaware corporation (the current direct beneficial owner of the securities as
reported herein), as a contribution to capital.
As a result of the foregoing transactions, ITC Service directly
beneficially owns all of the Common Stock reported herein, and ITC Holding
indirectly beneficially owns all of such Common Stock. ITC Service is an
indirect wholly owned subsidiary of ITC Holding. ITC Holding and ITC Service
are referred to collectively as the "Reporting Persons."
ITC Service provides management services to all entities wholly
owned by ITC Holding and provides management consulting to other entities in
which ITC Holding holds an interest. The business address of ITC Service is
1239 O.G. Skinner Drive, West Point, Georgia 31833. During the last five years,
ITC Service 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 ITC
Service. To the knowledge of ITC Service, 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
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CUSIP No. 602683 10 4 Page 5 of 10 Pages
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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 December 31, 1997.
(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) None.
(d) Not applicable.
(e) Not applicable.
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CUSIP No. 602683 10 4 Page 6 of 10 Pages
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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: January 20, 1998
ITC HOLDING COMPANY, INC.
/s/ Kimberley E. Thompson
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By: Kimberley E. Thompson
Title: Senior Vice President - General Counsel
and Secretary
ITC SERVICE COMPANY
/s/ Kimberley E. Thompson
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By: Kimberley E. Thompson
Title: Vice President - General Counsel
and Secretary
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CUSIP No. 602683 10 4 Page 7 of 10 Pages
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APPENDIX I
OFFICERS AND DIRECTORS OF ITC SERVICE COMPANY
<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 ITC Service Company ITC Holding Company, Inc.
1239 O.G. Skinner Drive
West Point, Georgia 31833
William H. Scott, III, Director Chief Operating Officer and President
c/o ITC Service Company ITC Holding Company, Inc.
1239 O.G. Skinner Drive
West Point, Georgia 31833
Bryan W. Adams, Vice President Senior Vice President - Chief Financial Officer
c/o ITC Service Company ITC Holding Company, Inc.
1239 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 ITC Service Company
1239 O.G. Skinner Drive
West Point, Georgia 31833
</TABLE>
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CUSIP No. 602683 10 4 Page 8 of 10 Pages
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<TABLE>
<S> <C>
Dabsey M. Gray, Assistant Secretary Vice President, Controller and
c/o ITC Service Company Assistant Secretary
1239 O.G. Skinner Drive ITC Holding Company, Inc.
West Point, Georgia 31833
</TABLE>
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CUSIP No. 602683 10 4 Page 9 of 10 Pages
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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
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<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 Certified Public Accountant and
c/o ITC Holding Company, Inc. Attorney
1239 O.G. Skinner Drive
West Point, GA 31833
Donald W. Weber, Director Entrepreneur and Consultant
c/o ITC Holding Company, Inc.
1239 O.G. Skinner Drive
West Point, GA 31833
O. Gene Gabbard, Director Entrepreneur and Consultant
c/o 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>
