ITC DeltaCom, Inc. |
(Name of Issuer) |
Common Stock, $.01 par value
|
(Title of Class of Securities)
|
45031T 10 4
|
||||
(CUSIP Number)
|
||||
Welsh, Carson, Anderson & Stowe VIII, L.P.
320 Park Avenue, Suite 2500
New York, New York 10022
Attention: Jonathan M. Rather
Tel. (212) 893-9500
|
Othon Prounis, Esq.
Ropes & Gray LLP
1211 Avenue of the Americas
New York, New York 10036
Tel. (212) 596-9000
|
|||
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
||||
December 8, 2010
|
||||
(Date of Event Which Requires Filing of This Statement)
|
1.
|
NAME OF REPORTING PERSON: Welsh, Carson, Anderson & Stowe VIII, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
|
||
2.
|
(a) [x]
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
Not Applicable
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS o
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
Not applicable
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
-0-
|
|
8.
|
SHARED VOTING POWER
-0-
|
||
9.
|
SOLE DISPOSITIVE POWER
-0-
|
||
10.
|
SHARED DISPOSITIVE POWER
-0-
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES o
CERTAIN SHARES
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
-0-
|
||
14.
|
TYPE OF REPORTING PERSON
PN
|
1.
|
NAME OF REPORTING PERSON: WCAS VIII Associates, LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
|
||
2.
|
(a) [x]
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
Not Applicable
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS o
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
Not applicable
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
-0-
|
|
8.
|
SHARED VOTING POWER
-0-
|
||
9.
|
SOLE DISPOSITIVE POWER
-0-
|
||
10.
|
SHARED DISPOSITIVE POWER
-0-
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES o
CERTAIN SHARES
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
-0-
|
||
14.
|
TYPE OF REPORTING PERSON
CO
|
1.
|
NAME OF REPORTING PERSON: WCAS Capital Partners III, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
|
||
2.
|
(a) [x]
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
Not Applicable
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS o
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
Not applicable
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
-0-
|
|
8.
|
SHARED VOTING POWER
-0-
|
||
9.
|
SOLE DISPOSITIVE POWER
-0-
|
||
10.
|
SHARED DISPOSITIVE POWER
-0-
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES o
CERTAIN SHARES
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
-0-
|
||
14.
|
TYPE OF REPORTING PERSON
PN
|
1.
|
NAME OF REPORTING PERSON: WCAS CP III Associates, L.L.C.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
|
||
2.
|
(a) [x]
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
Not Applicable
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS o
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
Not applicable
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
-0-
|
|
8.
|
SHARED VOTING POWER
-0-
|
||
9.
|
SOLE DISPOSITIVE POWER
-0-
|
||
10.
|
SHARED DISPOSITIVE POWER
-0-
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES o
CERTAIN SHARES
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
-0-
|
||
14.
|
TYPE OF REPORTING PERSON
CO
|
1.
|
NAME OF REPORTING PERSON: Patrick J. Welsh
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
|
||
2.
|
(a) [x]
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
Not Applicable
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS o
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
Not applicable
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
-0-
|
|
8.
|
SHARED VOTING POWER
-0-
|
||
9.
|
SOLE DISPOSITIVE POWER
-0-
|
||
10.
|
SHARED DISPOSITIVE POWER
-0-
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES o
CERTAIN SHARES
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
-0-
|
||
14.
|
TYPE OF REPORTING PERSON
IN
|
1.
|
NAME OF REPORTING PERSON: Russell L. Carson
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
|
||
2.
|
(a) [x]
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
Not Applicable
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS o
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
Not applicable
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
-0-
|
|
8.
|
SHARED VOTING POWER
-0-
|
||
9.
|
SOLE DISPOSITIVE POWER
-0-
|
||
10.
|
SHARED DISPOSITIVE POWER
-0-
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES o
CERTAIN SHARES
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
-0-
|
||
14.
|
TYPE OF REPORTING PERSON
IN
|
1.
|
NAME OF REPORTING PERSON: Bruce K. Anderson
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
|
||
2.
|
(a) [x]
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
Not Applicable
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS o
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
Not applicable
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
-0-
|
|
8.
|
SHARED VOTING POWER
-0-
|
||
9.
|
SOLE DISPOSITIVE POWER
-0-
|
||
10.
|
SHARED DISPOSITIVE POWER
-0-
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES o
CERTAIN SHARES
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
-0-
|
||
14.
|
TYPE OF REPORTING PERSON
IN
|
1.
|
NAME OF REPORTING PERSON: Thomas E. McInerney
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
|
||
2.
|
(a) [x]
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
Not Applicable
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS o
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
Not applicable
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
-0-
|
|
8.
|
SHARED VOTING POWER
-0-
|
||
9.
|
SOLE DISPOSITIVE POWER
-0-
|
||
10.
|
SHARED DISPOSITIVE POWER
-0-
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES o
CERTAIN SHARES
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
-0-
|
||
14.
|
TYPE OF REPORTING PERSON
IN
|
1.
|
NAME OF REPORTING PERSON: Robert A. Minicucci
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
|
||
2.
|
(a) [x]
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
Not Applicable
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS o
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
Not applicable
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
-0-
|
|
8.
|
SHARED VOTING POWER
-0-
|
||
9.
|
SOLE DISPOSITIVE POWER
-0-
|
||
10.
|
SHARED DISPOSITIVE POWER
-0-
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES o
CERTAIN SHARES
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
-0-
|
||
14.
|
TYPE OF REPORTING PERSON
IN
|
1.
|
NAME OF REPORTING PERSON: Anthony J. deNicola
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
|
||
2.
|
(a) [x]
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
Not Applicable
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS o
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
Not applicable
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
-0-
|
|
8.
|
SHARED VOTING POWER
-0-
|
||
9.
|
SOLE DISPOSITIVE POWER
-0-
|
||
10.
|
SHARED DISPOSITIVE POWER
-0-
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES o
CERTAIN SHARES
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
-0-
|
||
14.
|
TYPE OF REPORTING PERSON
IN
|
1.
|
NAME OF REPORTING PERSON: Paul B. Queally
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
|
||
2.
|
(a) [x]
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
Not Applicable
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS o
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
Not applicable
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
-0-
|
|
8.
|
SHARED VOTING POWER
-0-
|
||
9.
|
SOLE DISPOSITIVE POWER
-0-
|
||
10.
|
SHARED DISPOSITIVE POWER
-0-
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES o
CERTAIN SHARES
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
-0-
|
||
14.
|
TYPE OF REPORTING PERSON
IN
|
1.
|
NAME OF REPORTING PERSON: Jonathan M. Rather
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
|
||
2.
|
(a) [x]
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
Not Applicable
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS o
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
Not applicable
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
-0-
|
|
8.
|
SHARED VOTING POWER
-0-
|
||
9.
|
SOLE DISPOSITIVE POWER
-0-
|
||
10.
|
SHARED DISPOSITIVE POWER
-0-
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES o
CERTAIN SHARES
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
-0-
|
||
14.
|
TYPE OF REPORTING PERSON
IN
|
1.
|
NAME OF REPORTING PERSON: D. Scott Mackesy
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
|
||
2.
|
(a) [x]
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
Not Applicable
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS o
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
Not applicable
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
-0-
|
|
8.
|
SHARED VOTING POWER
-0-
|
||
9.
|
SOLE DISPOSITIVE POWER
-0-
|
||
10.
|
SHARED DISPOSITIVE POWER
-0-
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES o
CERTAIN SHARES
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
-0-
|
||
14.
|
TYPE OF REPORTING PERSON
IN
|
1.
|
NAME OF REPORTING PERSON: John D. Clark
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
|
||
2.
|
(a) [x]
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
Not Applicable
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS o
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
Not applicable
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
-0-
|
|
8.
|
SHARED VOTING POWER
-0-
|
||
9.
|
SOLE DISPOSITIVE POWER
-0-
|
||
10.
|
SHARED DISPOSITIVE POWER
-0-
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES o
CERTAIN SHARES
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
-0-
|
||
14.
|
TYPE OF REPORTING PERSON
IN
|
1.
|
NAME OF REPORTING PERSON: Sanjay Swani
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
|
||
2.
|
(a) [x]
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
Not Applicable
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS o
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
Not applicable
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
-0-
|
|
8.
|
SHARED VOTING POWER
-0-
|
||
9.
|
SOLE DISPOSITIVE POWER
-0-
|
||
10.
|
SHARED DISPOSITIVE POWER
-0-
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES o
CERTAIN SHARES
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
-0-
|
||
14.
|
TYPE OF REPORTING PERSON
IN
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Item 4. Purpose of Transaction.
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The information in Item 4 is hereby amended and supplemented as follows:
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On December 8, 2010, the previously announced acquisition of the Issuer by EarthLink, Inc. (“EarthLink”)
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was completed. Pursuant to the Agreement and Plan of Merger among the Issuer, EarthLink and Egypt Merger
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Corp., a wholly-owned subsidiary of EarthLink, Egypt Merger Corp. was merged with and into the Issuer (the
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“Merger”), with the Issuer surviving as a wholly-owned subsidiary of EarthLink. As a result of the Merger, each
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outstanding share of Common Stock held by the Reporting Persons was converted into the right to receive $3.00 in
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cash, and as a result of the completion of the Merger, the Reporting Persons no longer beneficially own any shares
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of Common Stock.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 6 is hereby amended and supplemented as follows:
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The information contained under Item 4 above is incorporated by reference in this Item 6.
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WELSH, CARSON, ANDERSON & STOWE VIII, L.P.
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By:
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/s/ David Mintz
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Attorney-in-Fact
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WCAS VIII ASSOCIATES, LLC
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By:
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/s/ David Mintz
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Attorney-in-Fact
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WCAS CAPITAL PARTNERS III, L.P.
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By:
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/s/ David Mintz
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Attorney-in-Fact
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WCAS CP III ASSOCIATES, L.L.C.
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By:
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/s/ David Mintz
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Attorney-in-Fact
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/s/ David Mintz
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Attorney-in-Fact/ Patrick J. Welsh
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/s/ David Mintz
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Attorney-in-Fact/ Russell L. Carson
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/s/ David Mintz
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Attorney-in-Fact/ Bruce K. Anderson
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/s/ David Mintz
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Attorney-in-Fact/ Thomas E. McInerney
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/s/ David Mintz
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Attorney-in-Fact/ Robert A. Minicucci
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/s/ David Mintz
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Attorney-in-Fact/ Anthony J. deNicola
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/s/ David Mintz
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Attorney-in-Fact/ Paul B. Queally
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/s/ David Mintz
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Attorney-in-Fact/ Jonathan M. Rather
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/s/ David Mintz
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Attorney-in-Fact/ D. Scott Mackesy
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/s/ David Mintz
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Attorney-in-Fact/ John D. Clark
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/s/ David Mintz
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Attorney-in-Fact/ Sanjay Swani
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