UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ITC^DeltaCom, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
45031T 10 4
(CUSIP Number)
H. T. Arthur, Senior
Vice President and
General Counsel SCANA
Corporation 1426 Main
Street
Columbia, SC 29218
(803) 217-8547
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 6, 2004
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e)(3), 240.13d-1(f) or 240.13d-1(g), check
the following box.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
*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).
CUSIP No. 45031T 10 4
1. Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only).
SCANA Corporation
57-0784499
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization: South Carolina
Number of 7. Sole Voting Power 0
----------------------------------------------------
Shares Beneficially
Owned By 8. Shared Voting Power 506,862
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Each
Reporting 9. Sole Dispositive Power 0
----------------------------------------------------
Person With
10. Shared Dispositive Power 506,862
11. Aggregate Amount Beneficially Owned by Each Reporting Person
506,862 shares
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
13. Percent of Class Represented by Amount in Row (11) 0.9%
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14. Type of Reporting Person (See Instructions)
CO, HC
CUSIP No. 45031T 10 4
1. Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only).
SCANA Communications, Inc.
57-0784501
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization: South Carolina
Number of 7. Sole Voting Power 0
-----------------------------------------------------
Shares Beneficially
Owned By 8. Shared Voting Power 506,862
-----------------------------------------------------
Each
Reporting 9. Sole Dispositive Power 0
-----------------------------------------------------
Person With
10. Shared Dispositive Power 506,862
11. Aggregate Amount Beneficially Owned by Each Reporting Person
506,862 shares
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
13. Percent of Class Represented by Amount in Row (11) 0.9%
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14. Type of Reporting Person (See Instructions)
CO, HC
CUSIP No. 45031T 10 4
1. Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only).
SCANA Communications Holdings, Inc.
51-0394908
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization: Delaware
Number of 7. Sole Voting Power 0
----------------------------------------------------
Shares Beneficially
Owned By 8. Shared Voting Power 506,862
----------------------------------------------------
Each
Reporting 9. Sole Dispositive Power 0
----------------------------------------------------
Person With
10. Shared Dispositive Power 506,862
11. Aggregate Amount Beneficially Owned by Each Reporting Person
506,862 shares
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
13. Percent of Class Represented by Amount in Row (11) 0.9%
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14. Type of Reporting Person (See Instructions)
CO
This Amendment No. 1 amends the Schedule 13D filed by SCANA
Corporation, SCANA Communications, Inc., and SCANA Communications Holdings, Inc.
on November 8, 2002 with respect to their beneficial ownership of the common
stock of ITC^DeltaCom, Inc. Capitalized terms used but not otherwise defined in
this amendment have the meanings assigned to those terms in that filing.
Item 4. Purpose of Transaction.
Between November 30, 2004 and December 6, 2004, SCHI sold for cash all
of the shares of Common Stock and all of the shares of the Issuer's Series A
Convertible Redeemable Preferred Stock held of record by it. All of the shares
of the Issuer's Series A Convertible Redeemable Preferred Stock sold by SCHI
were converted into shares of Common Stock in connection with the sales.
Item 5. Interest in Securities of the Issuer.
As of the date of this amendment, each of the Reporting Persons
beneficially owns 506,862 shares of Common Stock, or 0.9% of the class (based on
a total of 55,078,708 outstanding shares of Common Stock), consisting of 506,862
shares issuable upon exercise of the Warrants. SCHI is the record owner of all
of the Warrants, and SCH and SCANA's beneficial ownership is attributed to them
by virtue of SCH's being the sole shareholder of SCHI and SCANA's being the sole
shareholder of SCH.
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.
Dated: February 7, 2005
SCANA CORPORATION
By: s/William B. Timmerman
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William B. Timmerman
Its: Chairman, President and Chief Executive Officer
SCANA COMMUNICATIONS, INC.
By: s/William B. Timmerman
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William B. Timmerman
Its: Chairman and Chief Executive Officer
SCANA COMMUNICATIONS HOLDINGS, INC.
By: s/Peter J. Winnington
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Peter J. Winnington
Its: Treasurer
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Exhibit A
AGREEMENT REQUIRED BY RULE 13d-1(k)
Each of the undersigned agrees that this Schedule 13D is being filed on
behalf of each of them.
SCANA CORPORATION
By: s/William B. Timmerman
----------------------------------------
William B. Timmerman
Its: Chairman, President and Chief Executive Officer
Date: February 7, 2005
SCANA COMMUNICATIONS, INC.
By: s/William B. Timmerman
----------------------------------------
William B. Timmerman
Its: Chairman and Chief Executive Officer
Date: February 7, 2005
SCANA COMMUNICATIONS HOLDINGS, INC.
By: s/Peter J. Winnington
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Peter J. Winnington
Its: Treasurer
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Date: February 7, 2005