-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ibammeo3sdNQGHbA+fejwfPrIAV7I7GDFaBwZ0IP6swQKmKLGtOXVD/bf/9r6Tqp 1VQYwW/NkrpZ3snhPgQAvg== 0000919574-07-003292.txt : 20070629 0000919574-07-003292.hdr.sgml : 20070629 20070629155010 ACCESSION NUMBER: 0000919574-07-003292 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070629 DATE AS OF CHANGE: 20070629 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ITC DELTACOM INC CENTRAL INDEX KEY: 0001041954 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 582301135 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-51889 FILM NUMBER: 07950791 BUSINESS ADDRESS: STREET 1: 7037 OLD MADISON PIKE CITY: HUNTSVILLE STATE: AL ZIP: 35806 BUSINESS PHONE: 256-382-5900 MAIL ADDRESS: STREET 1: 7037 OLD MADISON PIKE CITY: HUNTSVILLE STATE: AL ZIP: 35806 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Trace Partners, LP CENTRAL INDEX KEY: 0001360927 IRS NUMBER: 743039531 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 104 WOODMONT BLVD STREET 2: SUITE 200 CITY: NASHVILLE STATE: TN ZIP: 37205 BUSINESS PHONE: 615-727-0014 MAIL ADDRESS: STREET 1: 104 WOODMONT BLVD STREET 2: SUITE 200 CITY: NASHVILLE STATE: TN ZIP: 37205 SC 13D 1 d787253_13d.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.__) ITC^Deltacom, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 45031T872 - -------------------------------------------------------------------------------- (CUSIP Number) Mark Forward Eberle Curtiswood Capital, LLC 104 Woodmont Blvd., Ste 200 Nashville, TN 37205 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 21, 2007 - -------------------------------------------------------------------------------- (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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [x]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. - ---------- 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 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. 45031T872 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Trace Partners, LP 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Nevada NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 2,949,373 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 2,949,373 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,949,373 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.7% 14. TYPE OF REPORTING PERSON PN CUSIP No. 45031T872 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Curtiswood Capital, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Tennessee NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 2,949,373 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 2,949,373 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,949,373 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.7% 14. TYPE OF REPORTING PERSON BD CUSIP No. 45031T872 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Trace Management, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Tennessee NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 2,949,373 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 2,949,373 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,949,373 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.7% 14. TYPE OF REPORTING PERSON OO, HC CUSIP No. 45031T872 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Robert Scott Nieboer 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS P 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 19,031 8. SHARED VOTING POWER 2,949,373 9. SOLE DISPOSITIVE POWER 19,031 10. SHARED DISPOSITIVE POWER 2,949,373 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,949,373 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.7% 14. TYPE OF REPORTING PERSON IN, HC CUSIP No. 45031T872 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Mark Forward Eberle 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS P 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 14,535 8. SHARED VOTING POWER 2,949,373 9. SOLE DISPOSITIVE POWER 14,535 10. SHARED DISPOSITIVE POWER 2,949,373 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,949,373 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.7% 14. TYPE OF REPORTING PERSON IN, HC CUSIP No. 45031T872 --------- - -------------------------------------------------------------------------------- Item 1. Security and Issuer. The name of the issuer is ITC^DeltaCom, Inc. (the "Issuer"). The address of the Issuer's offices is 7037 Old Madison Pike, Huntsville, Alabama 35806. This Schedule 13D relates to the Issuer's Common Stock, $.01 par value (the "Shares"). - -------------------------------------------------------------------------------- Item 2. Identity and Background. (a-c, f) This Schedule 13D is being filed jointly by: Trace Partners, LP, a Nevada limited partnership ("Trace"). Trace is an investment partnership. Curtiswood Capital, LLC, a Tennessee limited liability company ("Curtiswood"). Curtiswood is registered broker-dealer. Trace Management, LLC, a Nevada limited liability company ("Management"). Management is the general partner of Trace. Robert Scott Nieboer, a United States citizen ("Nieboer"). Nieboer is a member and the Chief Manager of Curtiswood and Management, and also an NASD registered principal of Curtiswood. Mark Forward Eberle, a United States citizen ("Eberle"). Eberle is a member of Curtiswood and Management, and also an NASD registered principal of Curtiswood. Each of Trace, Curtiswood, Management, Nieboer and Eberle is a "Reporting Person" and collectively they are the "Reporting Persons". The principal business address of each Reporting Person is 104 Woodmont Blvd., Ste 200, Nashville, TN 37205. The Reporting Persons, together with Rehan Jaffer, H Partners Capital, LLC, H Partners Management, LLC, H Partners, LP, Vikas Tandon, Joshua Tree Capital Partners, LP and Joshua Tree Capital Management, LLC have formed a group for Section 13D purposes (the "Group"). (d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons 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. The funds for the purchase of the Shares by Trace and Curtiswood came from the working capital of each, and as to Nieboer and Eberle, from personal funds. No funds were borrowed for the specific purpose of purchasing the Shares. The general working capital of Trace and Curtiswood includes funds borrowed in the ordinary course of business. - -------------------------------------------------------------------------------- Item 4. Purpose of Transaction. The Reporting Persons acquired the Shares for investment purposes. The Reporting Persons intend to evaluate the business prospects of the Issuer, as well as its present and future intentions. In connection with such evaluation, the Reporting Persons may from time to time consult with management and other shareholders of the Issuer. In particular, as described below, the Reporting Persons intend to act together with other shareholders to oppose the "Recapitalization" (defined below). In a press release dated June 11, 2007, and a Form 8-K filed on June 14, 2007, the Issuer proposed a recapitalization (the "Recapitalization"). The Reporting Persons do not believe that such Recapitalization would be in the best interests of the Issuer's shareholders. The Reporting Persons had informal discussions with the other members of the Group and on June 21, 2007, they decided to form a group as that term is defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. The Group intends to act in concert in relation to their opposition to the Recapitalization. The Group has notified the Issuer of its opposition to the Recapitalization and the Issuer has had conversations with the Group to explain its reasoning for the Recapitalization. The members of the Group also have entered into a confidentiality and standstill agreement with the Issuer, pursuant to which such members have agreed to be subject to restrictions on their trading in the Issuer's securities for a specified period of time. The Group intends to hire an investment banking firm to formulate and propose to the Issuer alternatives to the equity component of the proposed Recapitalization, such as a rights offering. Except as set forth above, the Reporting Persons have no present plans or intentions that would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. - -------------------------------------------------------------------------------- Item 5. Interest in Securities of the Issuer. (a-e) As of the date hereof, the interests of the Reporting Persons may be deemed to be as follows: Trace is the beneficial owner of 2,949,373 Shares representing 15.7% of such class of securities, based upon the 18,766,942 Shares (the "Outstanding Shares") reported to be outstanding as of March 31, 2007, according to the Issuer's most recent 10Q filed with the Securities and Exchange Commission. Trace has shared voting power and shared dispositive power with respect to such Shares. Trace does not have the sole voting power or sole dispositive power with respect to any Shares to which this filing relates. Curtiswood is the beneficial owner of 2,949,373 Shares representing 15.7% of the Outstanding Shares, and has shared voting power and shared dispositive power with respect to such Shares. Curtiswood does not have the sole voting power or sole dispositive power with respect to any Shares to which this filing relates. Management is the beneficial owner of 2,949,373 Shares representing 15.7% of the Outstanding Shares, and has shared voting power and shared dispositive power with respect to such Shares. Management does not have the sole voting power or sole dispositive power with respect to any Shares to which this filing relates. Nieboer is the beneficial owner of 2,949,373 Shares representing 15.7% of the Outstanding Shares. Nieboer does not have the sole voting power or sole dispositive power with respect to any Shares to which this filing relates. Nieboer has shared voting power and shared dispositive power with respect to 2,949,373 Shares, representing 15.7% of the Outstanding Shares. Eberle is the beneficial owner of 2,949,373 Shares representing 15.7% of the Outstanding Shares. Eberle does not have the sole voting power or sole dispositive power with respect to any Shares to which this filing relates. Eberle has shared voting power and shared dispositive power with respect to 2,949,373 Shares, representing 15.7% of the Outstanding Shares. The information required by Section 5(c) regarding transactions in the Outstanding Shares by the Reporting Persons within the past sixty days is set forth in Exhibit B. Each of the Reporting Persons specifically disclaims beneficial ownership in the Shares reported herein except to the extent of their pecuniary interest therein. - -------------------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. As discussed in Item 4, the Reporting Persons have formed a Group and, consequently, the Reporting Persons are filing this Schedule 13D. Each party in the Group signed an agreement with the Issuer whereby each member of the Group has been provided with non-public information, and in which each such party agreed to refrain from trading in securities of the Issuer until the Issuer has made such information available to the public. The Reporting Persons do not have any other contract, arrangement, understanding or relationship with any other person with respect to the Shares. Item 7. Material to be Filed as Exhibits. Exhibit A Joint Filing Agreement Exhibit B A description of the transactions in the Shares that were effected by the Reporting Persons during the 60 days prior to June 28, 2007 is filed herewith as Exhibit B. SIGNATURE After reasonable inquiry and to the best of such Reporting Person's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. June 28, 2007 - ----------------------- (Date) Trace Partners, L.P. By: ---------------------------------------------- Scott Nieboer for Trace Management, LLC, GP Trace Management, LLC By: ---------------------------------------------- Scott Nieboer, Chief Manager Curtiswood Capital, LLC By: ---------------------------------------------- Scott Nieboer, Chief Manager Robert Scott Nieboer By: ---------------------------------------------- Scott Nieboer Mark Forward Eberle By: ---------------------------------------------- Mark Eberle Exhibit A AGREEMENT The undersigned agree that this Schedule 13D dated June 28, 2007 relating to the Common Stock, par value $.01 of ITC^DeltaCom, Inc. shall be filed on behalf of the undersigned. June 28, 2007 - ----------------------- (Date) Trace Partners, L.P. By: ---------------------------------------------- Scott Nieboer for Trace Management, LLC, GP Trace Management, LLC By: ---------------------------------------------- Scott Nieboer, Chief Manager Curtiswood Capital, LLC By: ---------------------------------------------- Scott Nieboer, Chief Manager Robert Scott Nieboer By: ---------------------------------------------- Scott Nieboer Mark Forward Eberle By: ---------------------------------------------- Mark Eberle Exhibit B Schedule of Transactions in Shares in the Last 60 Days
Date Quantity Buy/Sell Inv-Cost Effected Thru Trade Entity ---- -------- -------- -------- ------------- ------------ 05/03/07 1,000 B 4.2000 BD Curtiswood 05/03/07 500 S 4.3000 BD Curtiswood 05/04/07 1,000 S 4.3000 BD Curtiswood 05/07/07 500 B 4.2000 BD Curtiswood 05/08/07 1,000 B 4.2500 BD Curtiswood 05/09/07 1,000 B 4.2000 BD Curtiswood 05/10/07 1,000 B 4.0500 BD Curtiswood 05/10/07 10,000 B 4.0300 BD Curtiswood 05/14/07 15,000 S 4.5500 BD Curtiswood 05/15/07 10,000 S 4.9800 BD Curtiswood 05/15/07 37,311 S 5.0551 BD Curtiswood 05/17/07 19,000 S 5.8499 BD Curtiswood 05/17/07 500 B 5.7000 BD Curtiswood 05/18/07 60 B 5.6000 BD Curtiswood 05/21/07 4,500 B 5.3356 BD Curtiswood 05/22/07 5,000 S 5.6000 BD Curtiswood 05/24/07 15,000 S 5.5000 BD Curtiswood 06/05/07 500 S 7.0000 BD Curtiswood 06/12/07 130,000 S/B 6.9500 BD Trace Partners sold to Curtiswood 06/12/07 70,000 S/B 6.9500 BD Trace Partners sold to Curtiswood
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