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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
INTERMEDIA COMMUNICATIONS INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
45880 11 0
(CUSIP Number)
Arthur J. Steinhauer
Sabin, Bermant & Gould
350 Madison Avenue
New York, New York 10017
(212) 692-4400
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 28, 1996
(Date of Event which Requires Filing of this Statement)
If a filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with this statement [ ].
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- --------------------
CUSIP NO.
45880 11 0
- --------------------
- ------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Newhouse Broadcasting Corporation
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- ------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
- ------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- ------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 937,500
SHARES ----------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH ----------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 937,500
WITH ----------------------------------------
10. SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
937,500
- ------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- ------------------------------------------------------------
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- --------------------
CUSIP NO.
45880 11 0
- --------------------
- ------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EMI Communications Corp.
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- ------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
- ------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- ------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 937,500
SHARES ----------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH ----------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 937,500
WITH ----------------------------------------
10. SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
937,500
- ------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- ------------------------------------------------------------
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- --------------------
CUSIP NO. 45880 11 0
- --------------------
- ------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S.I. Newhouse, Jr.
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- ------------------------------------------------------------
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
- ------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 937,500
SHARES ----------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH ----------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 937,500
WITH ----------------------------------------
10. SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
937,500
- ------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- ------------------------------------------------------------
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- --------------------
CUSIP NO. 45880 11 0
- --------------------
- ------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donald E. Newhouse
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- ------------------------------------------------------------
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
- ------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 937,500
SHARES ----------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH ----------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 937,500
WITH ----------------------------------------
10. SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
937,500
- ------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- ------------------------------------------------------------
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Item 1. Security and Issuer
This Amendment, dated July 2, 1996 (the "Amendment"), to the
Statement on Schedule 13D, dated February 29, 1996, as amended on May 15,
1996 (the "Statement"), filed by Newhouse Broadcasting Corporation, a New
York corporation ("Newhouse Broadcasting"), EMI Communications Corp., a New
York corporation ("EMI"), S.I. Newhouse, Jr., and Donald E. Newhouse,
relates to the common stock, par value $.01 per share (the "Common Stock"),
of Intermedia Communications Inc. (formerly known as Intermedia Communications
of Florida, Inc.), a Delaware corporation (the "Company"), and is filed
pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended
(the "Act"). Newhouse Broadcasting, EMI, S.I. Newhouse, Jr., and Donald E.
Newhouse are collectively referred to herein as the "Reporting Persons."
The address of the principal executive offices of the Company
is Intermedia Communications Inc., 3625 Queen Palm Drive, Tampa, Florida 33619.
This Statement is being jointly filed by the Reporting Persons
pursuant to a joint filing agreement filed as Exhibit 1 hereto.
Capitalized terms not defined herein shall have the meanings ascribed to
such terms in the Statement.
Item 2. Identity and Background
This Amendment is being jointly filed by the Reporting Persons,
who acknowledge that they are a group within the meaning of Section
13(d)(3) of the Act. EMI is a wholly-owned subsidiary of Newhouse
Broadcasting. S.I. Newhouse, Jr. and Donald E. Newhouse each own 50% of
the outstanding equity securities of Newhouse Broadcasting. The name,
business address, principal occupation or employment and, as appropriate,
citizenship or state of organization of each Reporting Person and each
person who is an executive officer or director of a Reporting Person or a
person controlling a Reporting Person are set forth on, and incorporated by
reference to, Schedule I attached hereto. During the last five years, none
of the Reporting Persons and, to the knowledge of the Reporting Persons,
none of the persons listed on Schedule I attached hereto, has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or was 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
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activities subject to, Federal or state securities laws or finding any
violation with respect to such laws.
Item 5. Interest in Securities of the Issuer.
The Purchase pursuant to the Agreement closed on June 28, 1996.
As consideration for the Purchase, the Company issued to Newhouse Broadcasting,
the sole owner of EMI, 937,500 shares of Common Stock at the closing of the
Purchase.
To the best knowledge of the Reporting Persons, as of June
28, 1996 there were outstanding (i) 15,074,606 shares of Common Stock,
(ii) warrants and options to purchase an aggregate of 3,196,694 shares of
Common Stock, and (iii) a restricted stock grant covering 200,000 shares
of Common Stock. Assuming that 15,074,606 shares of Common Stock were
issued and outstanding as of the closing of the Purchase, the issuance of
Common Stock to Newhouse Broadcasting at the closing brought the total
number of issued and outstanding shares of Common Stock to 16,012,106
shares. Based on such figure, the Reporting Persons beneficially
owned approximately 5.9% of the issued and outstanding Common Stock as of
June 28, 1996.
The Reporting Persons have sole voting power to vote and
dispose of the Common Stock owned by them, subject to certain voting
agreements contained in the Agreement.
Except as set forth in this Statement, none of the Reporting
Persons beneficially owns any Common Stock or has effected any transactions
in the Common Stock during the past 60 days.
Item 7. Material to be Filed as Exhibits.
Exhibit Description
(1) Joint Filing Agreement, dated July 2, 1996,
among Newhouse Broadcasting Corporation, EMI
Communications Corp., S.I. Newhouse, Jr. and
Donald E. Newhouse.
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SIGNATURES
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: July 2, 1996
NEWHOUSE BROADCASTING CORPORATION
By: /s/ Robert J. Miron
Name: Robert J. Miron
Title: Vice President
EMI COMMUNICATIONS CORP.
By: /s/ Robert J. Miron
Name: Robert J. Miron
Title: Vice President
/s/ S.I. Newhouse, Jr.
S.I. Newhouse, Jr.
/s/ Donald E. Newhouse
Donald E. Newhouse
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SCHEDULE I
Name: Newhouse Broadcasting Corporation
Business Address: 5015 Campuswood Drive
East Syracuse, New York 13057
Principal Business: Cable television systems
State of Organization: New York
Name: EMI Communications Corp.
Business Address: 5015 Campuswood Drive
East Syracuse, NY 13057
Principal Business: Common carrier and private line
telecommunications services.
State of Organization: New York
Name: S.I. Newhouse, Jr.
Business Address: 350 Madison Avenue
New York, NY 10017
Principal Occupation: Chairman of the Board of Directors,
Advance Publications, Inc., a New York
corporation ("Advance"). Vice
President and member of the Board of
Directors of Newhouse Broadcasting.
Member of the Board of Directors of
EMI.
Employer: Various affiliates of Advance.
Employer's Address: 950 Fingerboard Road
Staten Island, NY 10305
Principal Business of
Employer: Publishing
Citizenship: U.S.A.
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Name: Donald E. Newhouse
Business Address: Star-Ledger Plaza
Newark, NJ 07101
Principal Occupation: President, Treasurer, and member of the
Board of Directors of Advance.
President and member of the Board of
Directors of Newhouse Broadcasting.
Vice President and member of the Board
of Directors of EMI.
Employer: Various affiliates of Advance.
Employer's Address: 950 Fingerboard Road
Staten Island, NY 10305
Principal Business of
Employer: Publishing
Citizenship: U.S.A.
Name: Robert J. Miron
Business Address: 5015 Campuswood Drive
East Syracuse, NY 13057
Principal Occupation: President of Advance Communication
Corp., a Delaware corporation ("Advance
Communication"). Vice President,
Secretary, Treasurer and member of the
Board of Directors of EMI. Vice
President, Treasurer and member of the
Board of Directors of Newhouse
Broadcasting.
Employer: Advance Communication
Employer's Address: 5015 Campuswood Drive
East Syracuse, NY 13057
Principal Business of
Employer: Cable television systems
Citizenship: U.S.A.
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Name: Samuel I. Newhouse, III
Business Address: Evening Journal Association
30 Journal Square
Jersey City, NJ 07306
Principal Occupation: Member of the Board of Directors of
Advance. Secretary of Newhouse
Broadcasting.
Employer: Various affiliates of Advance.
Employer's Address: 950 Fingerboard Road
Staten Island, NY 10305
Principal Business of
Employer: Publishing
Citizenship: U.S.A.
Name: Dennis B. Dundon
Business Address: 5015 Campuswood Drive
East Syracuse, NY 13057
Principal Occupation: President of EMI.
Employer: EMI
Employer's Address: 5015 Campuswood Drive
East Syracuse, NY 13057
Principal Business of
Employer: Common carrier and private line
telecommunications services.
Citizenship: U.S.A.
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EXHIBIT 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(f) promulgated under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree to the joint
filing of this Statement on Schedule 13D.
This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
Dated: July 2, 1996
NEWHOUSE BROADCASTING
CORPORATION
By: /s/ Robert J. Miron
Name: Robert J. Miron
Title: Vice President
EMI COMMUNICATIONS CORP.
By: /s/ Robert J. Miron
Name: Robert J. Miron
Title: Vice President
/s/ Donald E. Newhouse
Donald E. Newhouse
/s/ S. I. Newhouse, Jr.
S. I. Newhouse, Jr.
