<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
Final Amendment
to
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
Amendment No.1
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
________________________
SHARED TECHNOLOGIES FAIRCHILD, INC.
(Subject Company)
________________________
INTERMEDIA COMMUNICATIONS INC.
MOONLIGHT ACQUISITION CORP.
(Bidders)
_______________________
Common Stock, Par Value $.004 Per Share
(Title of Class of Securities)
________________________
8189051011
(CUSIP Number of Class of Securities)
________________________
Robert M. Manning
Senior Vice President, Chief Financial Officer
Intermedia Communications Inc.
3625 Queen Palm Drive
Tampa, Florida 33619
(813) 829-0011
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF BIDDERS)
________________________
Copy to:
Ralph J. Sutcliffe, Esq.
Kronish, Lieb, Weiner & Hellman LLP
1114 Avenue of Americas
New York, New York 10036-7798
(212) 479-6170
Page 1
<PAGE>
SCHEDULE 14D-1
-------------
CUSIP No. 8189051011
-------------
- ------------------------------------------------------------------
1 NAME OF REPORTING PERSONS:
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Moonlight Acquisition Corp.
Not Assigned
- ------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(See Instructions) (b) [_]
- ------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------
4 SOURCES OF FUNDS (See Instructions)
AF
- ------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) OR 2(f) [_]
- ------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,859,039 shares of Common Stock, $.004 par value
- ------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES (See Instructions) [_]
- ------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 77.0%
- ------------------------------------------------------------------
10 TYPE OF REPORTING PERSON (See Instructions)
CO
- ------------------------------------------------------------------
<PAGE>
SCHEDULE 14D-1
------------
CUSIP No. 8189051011
------------
- ------------------------------------------------------------------
1 NAME OF REPORTING PERSONS:
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Intermedia Communications Inc.
59-291-3586
- ------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(See Instructions) (b) [_]
- ------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------
4 SOURCES OF FUNDS (See Instructions)
WC
- ------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f) [_]
- ------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,859,039 shares of Common Stock, $.004 par value
- ------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES (See Instructions) [_]
- ------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 77.0%
- ------------------------------------------------------------------
10 TYPE OF REPORTING PERSON (See Instructions)
HC, CO
- ------------------------------------------------------------------
<PAGE>
This Amendment constitutes (a) the Final Amendment to the Tender Offer
Statement on Schedule 14D-1 filed with the Securities and Exchange Commission
("Commission") on November 26, 1997, as amended by Amendment No. 1 filed on
December 23, 1997 (the "Schedule 14D-1"), relating to a tender offer by
Moonlight Acquisition Corp., a Delaware corporation ("Purchaser") and a wholly
owned subsidiary of Intermedia Communications Inc., a Delaware corporation
("Parent"), to purchase up to 4,000,000 shares of Common Stock, par value $.004
per share (the "Shares"), of Shared Technologies Fairchild, Inc., a Delaware
corporation (the "Company"), at $15.00 per Share, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer to Purchase,
dated November 26, 1997 (the "Offer to Purchase"), and the related Letter of
Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "Offer"), copies of which were filed as Exhibits to
the Schedule 14D-1 and (b) Amendment No. 1 to the Schedule 13D (the "Schedule
13D") filed with the Commission as part of the Schedule 14D-1 on November 26,
1997. This Final Amendment to the Schedule 14D-1 and Amendment No. 1 to the
Schedule 13D amends and supplements the Schedule 14D-1 and the Schedule 13D.
Pursuant to General Instruction F to the Tender Offer Statement on Schedule 14D-
1, this Final Amendment also constitutes a filing satisfying the reporting
requirements of Section 13(d) of the Securities Exchange Act of 1934, as
amended, with respect to Shares acquired by Purchaser pursuant to the Offer.
Capitalized terms used herein and not defined herein have the meanings specified
in the Offer to Purchase.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 6 of the Schedule 14D-1 is hereby amended and supplemented as follows:
(a) and (b) At 12:00 a.m., New York City time, on Friday, December 26,
1997, the Offer expired. Based on a preliminary count, approximately 17,076,619
Shares were tendered pursuant to the Offer, of which 2,038,461 were tendered
pursuant to notice of guaranteed delivery. Such Shares constituted approximately
99.4% of the issued and outstanding Shares.
On December 27, 1997, 4,000,000 Shares were accepted for payment by
Purchaser based upon the proration formula contained in the Offer to Purchase.
Because of the difficulty of determining the precise number of Shares validly
tendered, Purchaser does not expect to be able to announce the final proration
factor or pay for any Shares until at least five business days after the
expiration of the Offer.
After Purchaser acquires the Shares, Parent and Purchaser will own
5,134,500 Shares, representing approximately 29.8% of the Shares. If Parent
exercises its rights under the Stock Option Agreement (and converts the shares
of Convertible Preferred Stock it owns and exercises all of its options to
purchase Shares), Parent and Purchaser will own an aggregate amount of Shares,
Preferred Shares and options, which if converted and exercised, would constitute
approximately 16,859,039 Shares (or 66.5% of the issued and outstanding Shares
on a fully diluted basis). As determined pursuant to Rule 13d-3 of the
Securities Exchange Act of 1934, as amended, Parent and Purchaser beneficially
own 77.0% of the issued and outstanding Shares.
4
<PAGE>
A copy of the press release announcing the expiration of the Offer and the
acceptance of validly tendered Shares is attached hereto as Exhibit (a)(10) and
is incorporated herein by reference.
5
<PAGE>
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(10) Press Release issued by Parent on December 29, 1997 announcing the
expiration of the Offer and the acceptance for payment by Purchaser
for 4,000,000 Shares validly tendered and not withdrawn pursuant to
the Offer based upon the proration formula contained in the Offer to
Purchase.
6
<PAGE>
SIGNATURES
After due inquiry and to the best of its knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
INTERMEDIA COMMUNICATIONS INC.
By: /s/ Robert M. Manning
--------------------------
Name: Robert M. Manning
Title: Senior Vice President, Chief
Financial Officer and Secretary
MOONLIGHT ACQUISITION CORP.
By: /s/ Robert M. Manning
--------------------------
Name: Robert M. Manning
Title: President, Secretary and
Treasurer
Dated: December 29, 1997
7
<PAGE>
EXHIBIT INDEX
EXHIBIT PAGE
NO. DESCRIPTION NO.
- --------- ------------------------------------------------------ ----
(a)(10) Press Release issued by Parent on December 29, 1997
announcing the expiration of the Offer and the
acceptance for payment by Purchaser for 4,000,000
Shares validly tendered and not withdrawn pursuant
to the Offer based upon the proration formula
contained in the Offer to Purchase.
8
<PAGE>
EXHIBIT 99.(a)(10)
9
<PAGE>
INTERMEDIA COMPLETES CASH TENDER OFFER
FOR SHARED TECHNOLOGIES FAIRCHILD, INC.
Tampa, Florida (December 29, 1997) - Intermedia Communications Inc.
(Nasdaq/NM: ICIX) announced today that the cash tender offer by its wholly owned
subsidiary, Moonlight Acquisition Corp., for 4,000,000 outstanding shares of
common stock of Shared Technologies Fairchild, Inc. was successfully completed
upon its expiration at 12:00 Midnight, New York City time, on Friday, December
26, 1997.
Continental Stock Transfer & Trust Company, the depositary for the offer,
has advised Intermedia that, based on its preliminary count, approximately
17,076,619 shares of common stock of Shared Technologies Fairchild, Inc.,
including those tendered by guaranteed delivery procedures, representing
approximately 99.4% of aggregate shares outstanding, had been validly tendered
and not withdrawn. Moonlight Acquisition Corp. has accepted for payment
4,000,000 shares of Shared Technologies Fairchild, Inc. common stock based upon
the proration formula contained in the Offer to Purchase. Because of the
difficulty of determining the precise number of shares validly tendered,
Moonlight Acquisition Corp. does not expect to be able to announce the final
proration factor or to pay for any shares until at least five business days
after the expiration of the tender offer.
Bear, Stearns & Co. Inc. was the Dealer-Manager for the offer. Georgeson &
Company Inc. was the Information Agent for the offer.
Intermedia Communications Inc. is one of the nation's
<PAGE>
fastest growing telecommunications companies, providing integrated
telecommunications solutions to business and government customers. These
solutions include voice and data, local and long distance, and advanced network
access services in major U.S. markets. Intermedia's enhanced data portfolio,
including frame relay networking, ATM, and a full range of business Internet
connectivity and web hosting services, offers seamless end-to-end service
virtually anywhere in the world.
Intermedia is headquartered in Tampa, Florida, with sales offices in
over 40 cities. Intermedia is on the World Wide Web at http://
-------
www.intermedia.com.
- -------------------
Headquartered in Wethersfield, Connecticut, Shared Technologies
Fairchild, Inc. is the nation's largest provider of shared telecommunications
services and systems. Through its technical infrastructure and 800 employees,
Shared Technologies Fairchild, Inc. acts as a single point of contact for
business telecommunications services at more than 465 buildings throughout the
United States and Canada.
2
