SEC Info - Itc Holding Co Inc, et al. - ‘SC 13D/A’ on 1/21/98 re: Mindspring Enterprises Inc

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Itc Holding Co Inc, et al. – ‘SC 13D/A’ on 1/21/98 re: Mindspring Enterprises Inc

As of: Wednesday, 1/21/98 · Accession #: 950133-98-155 · File #: 5-50251

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

 1/21/98  Itc Holding Co Inc                SC 13D/A               1:20K  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.             10     43K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Identity and Background Interest in Securities of the Issuer Is Hereby Amended in Its Entirety to Read as Follows: ITC Holding Company, Inc Purpose of Transaction
1	1st Page - Filing Submission
4	Item 2. Identity and Background
"	Item 2. Is Hereby Amended in Its Entirety to Read as Follows:
5	Item 4. Purpose of Transaction
"	Item 5. Interest in Securities of the Issuer
6	ITC Holding Company, Inc

SC 13D/A 1st Page of 10 TOC ↑Top Previous Next ↓Bottom Just 1st
 
                                                  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. 2)*

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)

December 31, 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).                                                                         

SC 13D/A 2nd Page of 10 TOC 1st Previous Next ↓Bottom Just 2nd
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.

SC 13D/A 3rd Page of 10 TOC 1st Previous Next ↓Bottom Just 3rd
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                     
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         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.

SC 13D/A 4th Page of 10 TOC 1st Previous Next ↓Bottom Just 4th
CUSIP No. 602683 10 4                                   Page   4   of  10  Pages
   ------------                                        -----    ----

          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
   ------------                                        -----    ----

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
   ------------                                        -----    ----

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

ITC SERVICE COMPANY                                                             

/s/ Kimberley E. Thompson                                                   
----------------------------------------                                        
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
   ------------                                        -----    ----

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                 
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                                                                   

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

                                                                [Download Table]
                                                                        
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                                               

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

 APPENDIX II

 OFFICERS AND DIRECTORS OF ITC HOLDING, 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                                                                

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CUSIP No. 602683 10 4                                  Page   10   of  10  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:	1/21/98			SC 13G/A
	1/20/98	6
	12/31/97	1	5	10-K, 10-K/A
	10/30/97	4
	10/20/97	4
	8/4/97	4		SC 13D
				List all Filings

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Filing Submission 0000950133-98-000155 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Itc Holding Co Inc, et al. – ‘SC 13D/A’ on 1/21/98 re: Mindspring Enterprises Inc

As of: Wednesday, 1/21/98 · Accession #: 950133-98-155 · File #: 5-50251

Previous ‘SC 13D’: ‘SC 13D/A’ on 10/31/97 · Next: ‘SC 13D/A’ on 11/9/98 · 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