SEC Info - Itc Holding Co Inc, et al. - ‘SC 13D/A’ on 11/9/98 re: Mindspring Enterprises Inc

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Itc Holding Co Inc, et al. – ‘SC 13D/A’ on 11/9/98 re: Mindspring Enterprises Inc

As of: Monday, 11/9/98 · Accession #: 950133-98-3718 · File #: 5-50251

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

11/09/98  Itc Holding Co Inc                SC 13D/A               1:17K  Mindspring Enterprises Inc        Bowne - DC/FA
          Itc Holding Co Inc
          Itc Service Company

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

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    SC 13D/A Re: Mindspring Enterprises, Inc.              9     42K

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: Is Hereby Amended as Follows: Schedule 13D
1	1st Page - Filing Submission
2	Schedule 13D
4	Item 2. Identity and Background
"	Item 2. Is Hereby Amended as Follows:
5	Item 5. Interest in Securities of the Issuer
"	Item 5. Is Hereby Amended and Restated in Its Entirety as Follows:
"	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

SC 13D/A 1st Page of 9 TOC ↑Top Previous Next ↓Bottom Just 1st
 

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D/A

 UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*

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 (703) 619-9678
 -----------------------------------
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and
 Communications)

October 26, 1998  
 -------------------------------------------------------
 (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. [ ]       

(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).                                                                         

SC 13D/A 2nd Page of 9 TOC 1st Previous Next ↓Bottom Just 2nd
SCHEDULE 13D

CUSIP No. 602683 10 4                                   Page   2   of  9   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         5,324,067(1)                                         
     OWNED BY      -------------------------------------------------------------
EACH        9    SOLE DISPOSITIVE POWER                           
REPORTING           -0-                                                 
      PERSON       -------------------------------------------------------------
WITH        10   SHARED DISPOSITIVE POWER                         
5,324,067                       

--------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               
5,324,067                                                             

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

--------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         
20.6%                                                                 

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

(1) All share numbers reflect a three-for-one stock split effected by           
MindSpring Enterprises, Inc. on June 24, 1998.                          

SC 13D/A 3rd Page of 9 TOC 1st Previous Next ↓Bottom Just 3rd
SCHEDULE 13D

CUSIP No. 602683 10 4                                   Page   3   of  9   Pages
   ------------                                        -----    ----

--------------------------------------------------------------------------------
1    NAME OF REPORTING PERSON                                                   
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                     
ITC Service Company                                                   

--------------------------------------------------------------------------------
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         5,324,067                                            
     OWNED BY      -------------------------------------------------------------
EACH        9    SOLE DISPOSITIVE POWER                           
REPORTING           -0-                                                 
      PERSON       -------------------------------------------------------------
WITH        10   SHARED DISPOSITIVE POWER                         
5,324,067                       

--------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               
5,324,067                                                             

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

--------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         
20.6%                                                                 

--------------------------------------------------------------------------------
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 9 TOC 1st Previous Next ↓Bottom Just 4th
CUSIP No. 602683 10 4                                   Page   4   of  9   Pages
   ------------                                        -----    ----

          This Amendment No. 3 amends and supplements the Schedule 13D filed
with respect to shares of Common Stock, par value $.01 per share (the "Common   
Stock"), of Mindspring Enterprises, Inc., a Delaware corporation (the           
"Company") with the Securities and Exchange Commission on August 4, 1997, as    
amended as of October 30, 1997 by ITC Holding Company, Inc. (and its            
predecessor, as described in Amendment No. 2 to the Schedule 13D) and           
InterCall, Inc., and as further amended as of January 21, 1998 by ITC Holding   
Company, Inc. and its indirect, wholly owned subsidiary, ITC Service Company    
(as so amended, the "Schedule 13D"). All capitalized terms not otherwise        
defined herein shall have the meanings ascribed thereto in the Schedule 13D.    

         All share numbers reflect a three-for-one stock split effected by
the Company on June 24, 1998.                                                   

Item 2.     Identity and Background                                             

Item 2 is hereby amended as follows:                    

         Appendix I and Appendix II to the Schedule 13D are hereby amended
and restated in their entirety to read as Appendix I and Appendix II attached   
hereto and incorporated by reference herein.                                    

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CUSIP No. 602683 10 4                                   Page   5   of   9  Pages
   ------------                                        -----    ----

Item 5.  Interest in Securities of the Issuer                                   

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

(a)      The Reporting Persons have decreased their beneficial ownership of the 
 Common Stock to 5,324,067 shares, or approximately 20.6% of the
        outstanding shares of Common Stock. The percentage of shares of Common
   Stock beneficially owned by the Reporting Persons is based on the
        number of shares of Common Stock outstanding as of September 30, 1998.

(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)      Set forth below are transactions by the Reporting Persons that have    
 occurred during the past sixty days prior to the filing of this
Statement. The transactions reported were effected in market  
        transactions pursuant to Rule 144 under the Securities Act of 1933, as
amended.                                                      

                                                                [Download Table]

  Date          Shares Sold       Price 
  ----          -----------       ----- 
                                        
10/26/98           10,000        39.9375
10/26/98            5,000        39.6250
10/26/98            5,000        39.5625
10/26/98            5,000        39.7500
10/26/98           15,000        39.8750
10/26/98           10,000        39.9063
10/26/98           10,000        39.8125
10/26/98           10,000        40.0313
10/26/98            5,000        39.9375
10/26/98           25,000        40.0000
10/26/98            5,000        40.0000
10/26/98           10,000        39.9688
10/26/98            5,000        39.8750
10/26/98            5,000        39.7500
10/26/98           15,000        39.7188
10/26/98           10,000        39.7188
10/26/98           20,000        39.5313
10/26/98            5,000        39.0000
10/26/98           20,000        39.1875
10/26/98            5,000        39.5625
10/26/98           10,000        39.6250
10/26/98           15,000        39.5625
10/26/98           15,000        39.5000
10/26/98           10,000        39.6875
10/26/98           20,000        39.8750
10/26/98           30,000        39.9063
10/27/98           20,000        41.8125
10/27/98           10,000        42.0000
10/27/98           20,000        42.5000
10/27/98           20,000        42.8750
10/27/98           20,000        42.4688
10/27/98           10,000        42.3750
10/27/98           15,000        41.7500
10/27/98           10,000        41.5000
10/27/98            5,000        41.5625
10/27/98           10,000        41.4375
10/27/98           10,000        41.2500
10/27/98           10,000        41.1563
10/27/98           10,000        40.5000
10/27/98           10,000        40.5625
10/27/98           20,000        40.5625
10/27/98        1,000,000        40.0000

(d)      Not applicable.                                                        

(e)      Not applicable.                                                        

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:

 Except as reported above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between any of the         
Reporting Persons and any persons with respect to any securities of the         
Company.                                                                        

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CUSIP No. 602683 10 4                                   Page   6   of  9   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:       November 6, 1998                                                    

ITC HOLDING COMPANY, INC.                                                       

/s/ Kimberley E. Thompson                                                   
----------------------------------------                                        
By:      Kimberley E. Thompson                                                  
Title:   Senior Vice President - General Counsel                                
and Secretary                                                 

ITC SERVICE COMPANY                                                             

/s/ Kimberley E. Thompson                                                   
----------------------------------------                                        
By:      Kimberley E. Thompson                                                  
Title:   Senior Vice President - General Counsel                                
and Secretary                                                 

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                                                        Page   7   of  9   Pages
                                                       -----    ----

APPENDIX I

OFFICERS AND DIRECTORS OF ITC SERVICE COMPANY   

                                                        [Enlarge/Download Table]

NAME OF DIRECTOR                                                                            
OR EXECUTIVE OFFICER                   PRINCIPAL OCCUPATION                                 
AND BUSINESS ADDRESS                   OR EMPLOYMENT                                        
--------------------                   --------------------                                 

                                                                                            
Campbell B. Lanier, III, Director      Chairman and Chief Executive Officer                 
  and Chief Executive Officer          ITC Holding Company, Inc.                            
c/o ITC Service Company                                                                     
1239 O.G. Skinner Drive                                                                     
West Point, Georgia 31833                                                                   

William H. Scott, III, Director,       Chief Operating Officer and President                
  President and Chief Operating        ITC Holding Company, Inc.                            
  Officer                                                                                   
c/o ITC Service Company                                                                     
1239 O.G. Skinner Drive                                                                     
West Point, Georgia 31833                                                                   

Bryan W. Adams, Senior Vice            Senior Vice President - Chief Financial Officer      
  President and Chief Financial        ITC Holding Company, Inc.                            
  Officer                                                                                   
c/o ITC Service Company                                                                     
1239 O.G. Skinner Drive                                                                     
West Point, Georgia 31833                                                                   

Kimberley E. Thompson, Senior          Senior Vice President - General Counsel and Secretary
  Vice President                       ITC Holding Company, Inc.                            
- General Counsel and Secretary                                                             
c/o ITC Service Company                                                                     
1239 O.G. Skinner Drive                                                                     
West Point, Georgia 31833                                                                   

Dabsey M. Gray, Vice President,        Vice President, Controller and                       
  Controller and Assistant Secretary   Assistant Secretary                                  
c/o ITC Service Company                ITC Holding Company, Inc.                            
1239 O.G. Skinner Drive                                                                     
West Point, Georgia 31833                                                                   

J. Douglas Cox, Senior Vice President  Senior Vice President -                              
c/o ITC Service Company                ITC Holding Company, Inc.                            
1239 O.G. Skinner Drive                                                                     
West Point, Georgia 31833                                                                   


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CUSIP No. 602683 10 4                                   Page   8   of   9  Pages
   ------------                                        -----    ----

 APPENDIX II

OFFICERS AND DIRECTORS OF ITC HOLDING COMPANY, INC.   

                                                                [Download Table]

NAME OF DIRECTOR                                                                    
OR EXECUTIVE OFFICER           PRINCIPAL OCCUPATION                                 
AND BUSINESS ADDRESS           OR EMPLOYMENT                                        
--------------------           --------------------                                 

                                                                                    
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                                                                

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

CUSIP No. 602683 10 4                                  Page    9   of  9   Pages
   ------------                                        ----     ----

                                                                [Download Table]
                                                                              
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

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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:	11/9/98
	11/6/98	6
	10/26/98	1
	9/30/98	5		10-Q, 10-Q/A
	6/24/98	2	4	8-K
	1/21/98	4		SC 13D/A, SC 13G/A
	10/30/97	4
	8/4/97	4		SC 13D
				List all Filings

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Filing Submission 0000950133-98-003718 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Itc Holding Co Inc, et al. – ‘SC 13D/A’ on 11/9/98 re: Mindspring Enterprises Inc

As of: Monday, 11/9/98 · Accession #: 950133-98-3718 · File #: 5-50251

Previous ‘SC 13D’: ‘SC 13D/A’ on 1/21/98 · Next: ‘SC 13D’ on 2/15/00 · Latest: ‘SC 13D/A’ on 6/10/03

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