SEC Info - Itc Holding Co Inc, et al. - ‘SC 13D/A’ on 6/10/03 re: Itc Deltacom Inc

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Itc Holding Co Inc, et al. – ‘SC 13D/A’ on 6/10/03 re: Itc Deltacom Inc

On: Tuesday, 6/10/03, at 1:21pm ET · Accession #: 899140-3-474 · File #: 5-51889

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/10/03  Itc Holding Co Inc                SC 13D/A               1:25K  Itc Deltacom Inc                  Willkie Fa… Gallagher/FA
          Itc Telecom Ventures, Inc.

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 3 to Schedule 13D                       11     49K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Identity and Background Interest in Securities of the Issuer Is Hereby Amended and Restated in Its Entirety as Follows: Purpose of Transaction Schedule 13D Source and Amount of Funds or Other Consideration
1	1st Page - Filing Submission
"	Schedule 13D
4	Item 2. Identity and Background
"	Item 2. Is Hereby Amended and Restated in Its Entirety as Follows:
5	Item 3. Source and Amount of Funds or Other Consideration
"	Item 4. Purpose of Transaction
6	Item 5. Interest in Securities of the Issuer
"	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

SC 13D/A 1st Page of 11 TOC ↑Top Previous Next ↓Bottom Just 1st
 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

 Under the Securities Exchange Act of 1934
(Amendment No. 3)*

ITC^DeltaCom, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)

Common Stock, par value $.01 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)

 45031T 40 1
--------------------------------------------------------------------------------
(CUSIP Number)

Dave Mussman
 c/o InterCall Holding Corporation
 11808 Miracle Hills Drive
 Omaha, NE 68154
--------------------------------------------------------------------------------
 (Name, Address and Telephone Number of Person Authorized to
 Receive Notices and Communications)

 May 9, 2003
--------------------------------------------------------------------------------
 (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(e), 13d-1(f) or 13d-1(g), check the following    
box. [ ]                                                                        

* 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, as amended ("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).                                                                     

SC 13D/A 2nd Page of 11 TOC 1st Previous Next ↓Bottom Just 2nd
SCHEDULE 13D

---------------------                                          -----------------
CUSIP No. 45031T 40 1                                          Page 2 of 7 Pages
---------------------                                          -----------------

--------- ----------------------------------------------------------------------
1         NAME OF REPORTING PERSON                                              

  InterCall Holding Corporation, f/k/a ITC Holding Company, Inc.
--------- ----------------------------------------------------------------------
2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*              (a) |_|
                                                                         (b) |_|
N/A                                                         
--------- ----------------------------------------------------------------------
3         SEC USE ONLY                                                          

--------- ----------------------------------------------------------------------
4         SOURCE OF FUNDS*                                                      
N/A                                                         

--------- ----------------------------------------------------------------------
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                 0                                    
OWNED BY                                                      
           EACH              ------ --------------------------------------------
REPORTING           9      SOLE DISPOSITIVE POWER             
PERSON                    0                                 
WITH                                                      
                             ------ --------------------------------------------
         10     SHARED DISPOSITIVE POWER
0       

--------- ----------------------------------------------------------------------
11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON          
0                                                           

--------- ----------------------------------------------------------------------
12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|                                                         

--------- ----------------------------------------------------------------------
13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                    
0                                                           

--------- ----------------------------------------------------------------------
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.

SC 13D/A 3rd Page of 11 TOC 1st Previous Next ↓Bottom Just 3rd
SCHEDULE 13D

---------------------                                          -----------------
CUSIP No. 45031T 40 1                                          Page 3 of 7 Pages
---------------------                                          -----------------

--------- ----------------------------------------------------------------------
1         NAME OF REPORTING PERSON                                              

ITC Telecom Ventures, Inc.                                  
--------- ----------------------------------------------------------------------
2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*              (a) |_|
                                                                         (b) |_|
N/A                                                         
--------- ----------------------------------------------------------------------
3         SEC USE ONLY                                                          

--------- ----------------------------------------------------------------------
4         SOURCE OF FUNDS*                                                      
N/A                                                         

--------- ----------------------------------------------------------------------
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                 0                                    
OWNED BY                                                      
           EACH              ------ --------------------------------------------
REPORTING           9      SOLE DISPOSITIVE POWER             
PERSON                    0                                 
WITH                                                      
                             ------ --------------------------------------------
         10     SHARED DISPOSITIVE POWER
0       

--------- ----------------------------------------------------------------------
11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON          
0                                                           

--------- ----------------------------------------------------------------------
12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|                                                         

--------- ----------------------------------------------------------------------
13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                    
0                                                           

--------- ----------------------------------------------------------------------
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.

SC 13D/A 4th Page of 11 TOC 1st Previous Next ↓Bottom Just 4th
---------------------                                          -----------------
CUSIP No. 45031T 40 1                                          Page 4 of 7 Pages
---------------------                                          -----------------

This Amendment No. 3 to Schedule 13D filed by InterCall Holding       
Corporation, a Delaware corporation, f/k/a ITC Holding Company, Inc., a Delaware
corporation ("Holding"), amends the Schedule 13D (the "Schedule 13D") filed by  
Holding and ITC Telecom Ventures, Inc., a Delaware corporation ("Ventures")     
(together, Holding and Ventures are referred to as the "Reporting Persons"),    
with the Securities and Exchange Commission on July 2, 2001, as amended by      
Amendment No. 1 dated September 6, 2001 and Amendment No. 2 dated November 8,   
2002 , relating to the Common Stock, par value $.01 per share (the "Common      
Stock"), of ITC^DeltaCom, Inc., a Delaware corporation (the "Company").         

Item 2. Identity and Background                                                 

Item 2 is hereby amended and restated in its entirety as follows:               

     This Statement is being filed by Holding and Ventures. Ventures is a direct
wholly owned subsidiary of InterCall, Inc., a Delaware corporation              
("InterCall"), and InterCall is a direct wholly owned subsidiary of Holding.    
Holding is a direct wholly owned subsidiary of West Corporation, a Delaware     
corporation ("West").                                                           

(a) - (c) and (f)                                                     

    The principal business offices of Holding are located at 3300 20th Avenue,
Valley, Alabama 36854. Holding owns and operates companies that provide audio,  
web and video conferencing services to businesses. The names of the directors   
and executive officers of Holding and their respective business addresses,      
citizenship and present principal occupations or employment, as well as the     
names, principal businesses and addresses of any corporations and other         
organizations in which such employment is conducted, are set forth on Schedule I
hereto, which Schedule is incorporated herein by reference.                     

 The principal business offices of InterCall are located at 8420 W. Bryn
Mawr Avenue, Suite 400, Chicago, Illinois 60631. InterCall provides audio, web  
and video conferencing services to businesses. The names of the directors and   
executive officers of InterCall and their respective business addresses,        
citizenship and present principal occupations or employment, as well as the     
names, principal businesses and addresses of any corporations and other         
organizations in which such employment is conducted, are set forth on Schedule  
II hereto, which Schedule is incorporated herein by reference.                  

     The principal business offices of Ventures are located at 3300 20th Avenue,
Valley, Alabama 36854. Following the disposition of the Common Stock disclosed  
herein, Ventures does not conduct any further business. The names of the        
directors and executive officers of Ventures and their respective business      
addresses, citizenship and present principal occupations or employment, as well 
as the names, principal businesses and addresses of any corporations and other  
organizations in which such employment is conducted, are set forth on Schedule  
III hereto, which Schedule is incorporated herein by reference.                 

   The principal business offices of West are located at 11808 Miracle Hills
Drive, Omaha, Nebraska 68154. West provides outsourced customer relationship    
management and automated voice transaction handling solutions in the United     
States. The names of the directors and executive officers of West and their     
respective business addresses, citizenship and present principal occupations or 
employment, as well as the names, principal businesses and addresses of any     
corporations and other organizations in which such employment is conducted, are 
set forth on Schedule IV hereto, which Schedule is incorporated herein by       
reference.                                                                      

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---------------------                                          -----------------
CUSIP No. 45031T 40 1                                          Page 5 of 7 Pages
---------------------                                          -----------------

(d) and (e)                                                           

Neither Holding, nor, to the best of its knowledge, any of the persons
listed in Schedule I hereto has during the last five years been convicted in a  
criminal proceeding (excluding traffic violations or similar misdemeanors).     
Neither Holding nor, to the best of its knowledge, any of the persons listed in 
Schedule I hereto has during the last five years been 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.                                                           

  Neither InterCall, nor, to the best of its knowledge, any of the persons
listed in Schedule II hereto has during the last five years been convicted in a 
criminal proceeding (excluding traffic violations or similar misdemeanors).     
Neither InterCall nor, to the best of its knowledge, any of the persons listed  
in Schedule II hereto has during the last five years been 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.                                                           

 Neither Ventures, nor, to the best of its knowledge, any of the persons
listed in Schedule III hereto has during the last five years been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).     
Neither Ventures nor, to the best of its knowledge, any of the persons listed in
Schedule III hereto has during the last five years been 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.                                                           

    Neither West, nor, to the best of its knowledge, any of the persons listed
in Schedule IV hereto has during the last five years been convicted in a        
criminal proceeding (excluding traffic violations or similar misdemeanors).     
Neither West nor, to the best of its knowledge, any of the persons listed in    
Schedule IV hereto has during the last five years been 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 3. Source and Amount of Funds or Other Consideration                       

     Item 3 is hereby amended to incorporate herein by reference the information
included in response to Item 4.                                                 

Item 4. Purpose of Transaction                                                  

Item 4 is hereby amended and restated in its entirety as follows:     

On May 9, 2003 (the "Effective Date") pursuant to a Purchase Agreement
between Holding, InterCall, Ventures, ITC Service Company, a Delaware           
corporation, and Magnolia Holding Company, a Delaware corporation ("Magnolia"), 
Holding transferred, among other assets, all of its shares of Company Common    
Stock to Magnolia in consideration for an aggregate purchase price of           
$64,226,765.                                                                    

  The matters set forth in Item 5 below are incorporated in this Item 4 by
reference as fully set forth herein.                                            

Additional information is included in the response to Item 6 of this  
Schedule 13D, which Item is incorporated herein by reference.                   

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---------------------                                          -----------------
CUSIP No. 45031T 40 1                                          Page 6 of 7 Pages
---------------------                                          -----------------

Item 5. Interest in Securities of the Issuer                                    

Item 5 is hereby amended and restated in its entirety as follows:     

The information set forth in Schedule I, Schedule II, Schedule III and
Schedule IV as it relates to the securities ownership of the individuals        
identified therein is incorporated in this Item 5 by reference.                 

 (a) As of the Effective Date, Holding indirectly owns through Ventures,
zero (0) shares of Common Stock. By virtue of the indirect ownership by Holding 
of all of the outstanding shares of Ventures, Holding is, for the purposes of   
this Schedule 13D, a beneficial owner of shares of Common Stock beneficially    
owned by Ventures, and Holding has the power to cause Ventures to vote, and     
dispose or direct the disposition of, such shares of Common Stock at the times  
and in the manner determined by Holding. Holding and Ventures are the beneficial
owners of zero percent (0%) of the outstanding Common Stock, calculated in      
accordance with Rule 13d-3(d) of the Act.                                       

(b) The number of shares as to which Ventures, directly, and Holding, 
indirectly, have:                                                               

(i)   sole power to vote or to direct the vote - 0;         

(ii)  shared power to vote or to direct the vote - 0;       

        (iii) sole power to dispose or to direct the disposition of - 0; and

      (iv)  shared power to dispose or to direct the disposition of - 0.

Items 5(a) and 6 are incorporated herein by reference.                

 (c) The Reporting Persons have not, and to their knowledge, the persons
listed in Schedule I, Schedule II, Schedule III and Schedule IV have not, within
the past 60 days, effected any transactions in the Common Stock, except as      
otherwise disclosed above.                                                      

(d) Not applicable                                                    

(e) May 9, 2003                                                       

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer                                        

Item 6 is hereby amended and restated in its entirety as follows:     

   Upon the disposition of the Common Stock, Holding is no longer a party to
the registration rights agreement dated as of October 29, 2002 among the Company
and certain stockholders of the Company, including Holding (the "Registration   
Rights Agreement").                                                             

The Registration Rights Agreement has been filed with the SEC by the  
Company as part of Exhibit 99 to the Company's Current Report on Form 8-K dated 
August 28, 2002 and is incorporated herein by reference.                        

  The matters set forth in Item 5 above are incorporated in this Item 6 by
reference as fully set forth herein.                                            

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---------------------                                          -----------------
CUSIP No. 45031T 40 1                                          Page 7 of 7 Pages
---------------------                                          -----------------

Signature                                                                       

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 3 to Schedule 13D  
is true, complete and correct.                                                  

Date: June 10, 2003                                                             

InterCall Holding Corporation               ITC Telecom Ventures, Inc.          

/s/  Thomas B. Barker                   /s/  Thomas B. Barker                   
----------------------------------      ------------------------------          
By:    Thomas B. Barker                 By:    Thomas B. Barker                 
Title: Chief Executive Officer          Title: President                        

SC 13D/A 8th Page of 11 TOC 1st Previous Next ↓Bottom Just 8th
SCHEDULE I
 DIRECTORS AND EXECUTIVE OFFICERS OF
 INTERCALL HOLDING CORPORATION

 Set forth below is the name, business address and present occupation or
employment of each director and executive officer of Holding. Each such person  
is a citizen of the United States. Except as indicated below, the business      
address of each director and executive officer named below is 11808 Miracle     
Hills Drive, Omaha, Nebraska 68154.                                             

Directors of Holding:                                                           
--------------------                                                            
              Name and Address                Present Occupation or Employment

Gary West                               Director                                
Mary West                               Director                                
Thomas Barker                           Director                                

Executive Officers of Holding:                                                  
------------------------------                                                  
              Name and Address                Present Occupation or Employment

Gary West                               Chairman of the Board                   
Mary West                               Vice Chairman of the Board / Secretary  
Thomas Barker                           Chief Executive Officer                 
Nancee Berger                           Chief Operating Officer                 
Paul Mendlik                            Chief Financial Officer / Treasurer     
Dave Mussman                            Vice President                          
Robert Johnson                          President                               

The following table presents, as of the Effective Date, information   
regarding the beneficial ownership of ITC/\DeltaCom Common Stock by the         
directors and executive officers of Holding.                                    

                               Amount of
                                              Beneficial      Percent of
  Name of Beneficial Owner                     Ownership       Class (%)

Gary West                                        0               0  
Mary West                                        0               0  
Thomas Barker                                    0               0  
Nancee Berger                                    0               0  
Paul Mendlik                                     0               0  
Dave Mussman                                     0               0  
Robert Johnson                                   0               0  

All directors and executive officers as                             
a group (7 persons)                              0               0  
                                               -               -

----------                                                                      

     The Percent of Class is based on the information set forth in the Company's
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003,    
which states that 44,848,300 shares of Common Stock were outstanding as of May  
12, 2003.                                                                       

SC 13D/A 9th Page of 11 TOC 1st Previous Next ↓Bottom Just 9th
SCHEDULE II                                                                     

 DIRECTORS AND EXECUTIVE OFFICERS OF
 INTERCALL, INC.

         Set forth below is the name, business address and present occupation or
employment of each director and executive officer of InterCall. Each such person
is a citizen of the United States. Except as indicated below, the business      
address of each director and executive officer named below is 11808 Miracle     
Hills Drive, Omaha, Nebraska 68154.                                             

Directors of InterCall:                                                         
-----------------------                                                         
              Name and Address              Present Occupation or Employment

Gary West                               Director                                
Mary West                               Director                                
Thomas Barker                           Director                                

Executive Officers of InterCall:                                                
--------------------------------                                                
               Name and Address              Present Occupation and Employment

Gary West                               Chairman of the Board                   
Mary West                               Vice Chair of the Board / Secretary     
Thomas Barker                           Chief Executive Officer / President     
Nancee Berger                           Chief Operating Officer                 
Paul Mendlik                            Chief Financial Officer / Treasurer     
Dave Mussman                            Vice President                          
Robert Johnson                          Vice President                          

The following table presents, as of the Effective Date, information   
regarding the beneficial ownership of ITC/\DeltaCom Common Stock by the         
directors and executive officers of InterCall.                                  

                     Amount of
                                     Beneficial     Percent of
Name of Beneficial Owner                 Ownership      Class (%)   
Gary West                                   0               0       
Mary West                                   0               0       
Thomas Barker                               0               0       
Nancee Berger                               0               0       
Paul Mendlik                                0               0       
Dave Mussman                                0               0       
Robert Johnson                              0               0       

All directors and executive officers                                
as a group (7 persons)                      0               0       
                                     -               -

----------                                                                      

     The Percent of Class is based on the information set forth in the Company's
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003,    
which states that 44,848,300 shares of Common Stock were outstanding as of May  
12, 2003.                                                                       

SC 13D/A 10th Page of 11 TOC 1st Previous Next ↓Bottom Just 10th
SCHEDULE III                                                                    

 DIRECTORS AND EXECUTIVE OFFICERS OF
ITC TELECOM VENTURES, INC.

 Set forth below is the name, business address and present occupation or
employment of each director and executive officer of Ventures. Each such person 
is a citizen of the United States. The business address of each director and    
executive officer named below is 11808 Miracle Hills Drive, Omaha, Nebraska     
68154.                                                                          

Directors of Ventures:                                                          
----------------------                                                          
              Name and Address              Present Occupation or Employment

Gary West                               Director                                
Mary West                               Director                                
Thomas Barker                           Director                                

Executive Officers of Ventures:                                                 
-------------------------------                                                 
               Name and Address              Present Occupation and Employment

Gary West                               Chairman of the Board                   
Mary West                               Vice Chair of the Board / Secretary     
Thomas Barker                           Chief Executive Officer / President     
Nancee Berger                           Chief Operating Officer                 
Paul Mendlik                            Chief Financial Officer/ Treasurer      
Dave Mussman                            Vice President                          
Robert Johnson                          Vice President                          

The following table presents, as of the Effective Date, information   
regarding the beneficial ownership of ITC/\DeltaCom Common Stock by the         
directors and executive officers of Ventures.                                   

                     Amount of
                                     Beneficial     Percent of
Name of Beneficial Owner                 Ownership      Class (%)   
Gary West                                    0              0       
Mary West                                    0              0       
Thomas Barker                                0              0       
Nancee Berger                                0              0       
Paul Mendlik                                 0              0       
Dave Mussman                                 0              0       
Robert Johnson                               0              0       

All directors and executive officers                                
as a group (7 persons)                       0              0       
                                      -              -

----------                                                                      

     The Percent of Class is based on the information set forth in the Company's
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003,    
which states that 44,848,300 shares of Common Stock were outstanding as of May  
12, 2003.                                                                       

SC 13D/A Last Page of 11 TOC 1st Previous Next ↓Bottom Just 11th
SCHEDULE IV                                                                     

 DIRECTORS AND EXECUTIVE OFFICERS OF
WEST CORPORATION

 Set forth below is the name, business address and present occupation or
employment of each director and executive officer of West. Each such person is a
citizen of the United States. The business address of each director and         
executive officer named below is 11808 Miracle Hills Drive, Omaha, Nebraska     
68154.                                                                          

Directors of West:                                                              
------------------                                                              

           Name and Address           Present Occupation or Employment

Gary L. West                            Director                                
Mary E. West                            Director                                
Thomas B. Barker                        Director                                
George H. Krauss                        Director                                
William E. Fisher                       Director                                
Greg T. Sloma                           Director                                

Executive Officers of West:                                                     
---------------------------                                                     

           Name and Address           Present Occupation or Employment

Gary L. West                            Chairman of the Board                   
Mary E. West                            Vice Chairman of the Board / Secretary  
Thomas B. Barker                        Chief Executive Officer / President     
Nancee R. Berger                        Chief Operating Officer                 
Paul M. Mendlik                         Chief Financial Officer / Treasurer     
Jon R. Hanson                           Chief Administrative Officer            

The following table presents, as of the Effective Date, information   
regarding the beneficial ownership of ITC/\DeltaCom Common Stock by the         
directors and executive officers of West.                                       

                     Amount of
                                     Beneficial     Percent of
Name of Beneficial Owner                 Ownership      Class (%)   
Gary L. West                                 0              0       
Mary E. West                                 0              0       
Thomas B. Barker                             0              0       
Nancee R. Berger                             0              0       
Paul M. Mendlik                              0              0       
Jon R. Hanson                                0              0       
George H. Krauss                             0              0       
William E. Fisher                            0              0       
Greg T. Sloma                                0              0       

All directors and executive officers                                
as a group (9 persons)                       0              0       
                                      -              -

----------                                                                      

     The Percent of Class is based on the information set forth in the Company's
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003,    
which states that 44,848,300 shares of Common Stock were outstanding as of May  
12, 2003.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D/A’ Filing	Date	First	Last	Other Filings

Filed on:	6/10/03	7
	5/12/03	8	11
	5/9/03	1	6	8-K
	3/31/03	8	11	10-K, 10-Q
	11/8/02	4		SC 13D, SC 13D/A
	10/29/02	6		3/A, 4, 8-A12G/A
	8/28/02	6		8-K
	9/6/01	4		8-K, SC 13D/A
	7/2/01	4		SC 13D
				List all Filings

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Filing Submission 0000899140-03-000474 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Itc Holding Co Inc, et al. – ‘SC 13D/A’ on 6/10/03 re: Itc Deltacom Inc

On: Tuesday, 6/10/03, at 1:21pm ET · Accession #: 899140-3-474 · File #: 5-51889

Previous ‘SC 13D’: ‘SC 13D/A’ on 11/8/02 · Latest ‘SC 13D’: This Filing

Amendment to General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents