<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)
________________________
SHARED TECHNOLOGIES FAIRCHILD, INC.
(Subject Company)
________________________
INTERMEDIA COMMUNICATIONS INC.
MOONLIGHT ACQUISITION CORP.
(Bidders)
_______________________
Common Stock, Par Value $.01 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 of 4 Pages
<PAGE>
This Amendment No. 1 to Schedule 14D-1 amends and supplements the Tender
Offer Statement on Schedule 14D-1 filed with the Securities and Exchange
Commission on November 26, 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 outstanding shares of Common
Stock, par value $.01 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. Capitalized terms used herein and not
defined herein have the meanings specified in the Offer to Purchase.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.
"Section 14. Conditions to the Offer" to the Offer to Purchase is hereby
amended by replacing clause (ii) of the first paragraph of said section with the
following: "(ii) at any time on or after the date of the Merger Agreement, and
prior to the Expiration Date, any of the following conditions shall exist:."
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) if hereby amended by virtue of the following amendments to the
Offer to Purchase:
"Section 2. Acceptance for Payment and Payment for Shares" to the Offer to
Purchase is hereby amended by replacing the first sentence of the first
paragraph of said section with the following: "Upon the terms and subject to the
conditions of the Offer (including, if the Offer is extended or amended, the
terms and conditions of any such extension or amendment), Purchaser will, and
Parent has agreed to cause Purchaser to, accept for payment, and pay for, up to
4,000,000 Shares validly tendered and not properly withdrawn prior to the
expiration date, promptly after the Expiration Date."
"Section 8. Certain Information Concerning the Company" to the Offer to
Purchase is hereby amended by replacing the second sentence of the first
paragraph of said section with the following: "Although neither Parent nor
Purchaser has any knowledge that any statements contained herein based on such
documents and records are untrue, neither Parent nor Purchaser can make any
assurances as to the accuracy or completeness of the information concerning the
Company, furnished by the Company or contained in such documents and records, or
that the Company has disclosed all events that may have occurred and may affect
the significance or accuracy of any such information."
Page 2 of 4 Pages
<PAGE>
Additionally, "Section 8. Certain Information Concerning the Company" to
the Offer to Purchase is hereby further amended by replacing the fourth sentence
of the fourth paragraph of said section under the subheading "Certain Company
Projections" with the following: "Accordingly, actual results may vary
materially from such projections."
"Section 14. Conditions to the Offer" to the Offer to Purchase is hereby
amended by replacing clause (ii) of the first paragraph of said section with the
following: "(ii) at any time on or after the date of the Merger Agreement, and
prior to the Expiration Date, any of the following conditions shall exist:."
Page 3 of 4 Pages
<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 23, 1997
Page 4 of 4 Pages
