INTERMEDIA COMMUNICATIONS OF FLORIDA INC
8-K, 1996-06-28
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                           ________________________

                                   FORM 8-K

                                CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

                          __________________________



Date of Report (Date of
earliest event reported): June 28, 1996
                          -------------



                        INTERMEDIA COMMUNICATIONS INC.
         -------------------------------------------------------------
            (Exact name of registrant as specified in its charter)



               Delaware                                   59-2913586
       --------------------------                    -------------------
        (State or other jurisdic-                     (I.R.S. Employer
        tion of incorporation or                     Identification No.)
        organization)



                                    0-20135
                           ------------------------
                           (Commission File Number)


3625 Queen Palm Drive, Tampa, Florida                                33619-1309 
- --------------------------------------------------------------------------------
(Address of principal executive offices)                             (Zip Code)


Registrant's telephone number, including area code (813) 621-0011
                                                   --------------


9280 Bay Plaza Boulevard, Suite 720, Tampa, Florida  33619
- --------------------------------------------------------------------------------
(Former address, if changed since last report)
<PAGE>
 
ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS.

          On June 28, 1996, Intermedia Communications Inc., a Delaware
corporation ("ICI"), acquired the telecommunications division of EMI
Communications Corp., a New York corporation ("EMI") and its wholly-owned
subsidiaries (collectively with EMI, the "Sellers"), pursuant to the terms of
that certain Asset Purchase Agreement, dated as of February 20, 1996, by and
among the Sellers, Newhouse Broadcasting Corporation, a New York corporation
("Newhouse") and ICI (the "Asset Purchase Agreement"). (EMI is a wholly-owned
subsidiary of Newhouse.)  The Asset Purchase Agreement as originally executed
and the amendment to it are included as Exhibits 2.1 and 2.2 respectively and
are hereby incorporated by reference.

     EMI's telecommunications division, headquartered in Syracuse, New York, is
a provider of frame relay based network services and interexchange private lines
services primarily in the northeastern United States. For the past several
years, ICI has utilized EMI's networks for termination of enhanced network
services traffic in EMI's territory. Prior to the acquisition, EMI operated
owned and leased microwave and fiber optic digital network capacity in New York,
Massachusetts, Vermont, Rhode Island, Connecticut, New Jersey, Pennsylvania,
Maryland and the District of Columbia and maintained points of presence for
interexchange and enhanced network services in most major cities in these
states.

     Completion of the acquisition approximately doubles the number of enhanced
data service locations served directly by ICI. The acquisition also (i) expands
ICI's customer base and increases its exposure to interregional customers, (ii)
facilitates cross selling of ICI's long distance and local exchange services
into this expanded customer base, and (iii) reduces cost by eliminating
overlapping facilities, removing duplicate network to network interfaces and
creating economies of scale.

     ICI purchased EMI's telecommunications division in exchange for 937,500
newly and validly issued, fully paid and nonassessable shares of ICI common
stock, par value $.01 per share (the "Shares"), issued by ICI to Newhouse. The
number of Shares payable to Newhouse was based upon a purchase price of
$15,000,000 divided by the average trading price per share of ICI common stock
during the twenty-one day period ending on February 14, 1996 (which was equal to
$16.00). The Shares were transferred to Newhouse pursuant to an exemption from
registration provided for under Section 4(2) of the Securities Act of 1933, as
amended.

     A detailed description of the assets purchased is included in Article II
Section 2.1 of the Asset Purchase Agreement.
<PAGE>
 
ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
         EXHIBITS.

(a)  Financial Statements of Business Acquired.

Financial Statements for the Telecommunications Division of EMI for the years
ended July 31 1994 and 1995 and for the six month periods ended January 31, 1995
and 1996 (unaudited) filed as a Supplemental Filing to ICI's Annual Report on
Form 10-K for the year ended December 31, 1995 are hereby incorporated by
reference. It is impracticable to provide Financial Statements for the
Telecommunications Division of EMI for the interim period since the dates of
such Financial Statements.  Such interim Financial Statements will be filed as
soon as practicable, but not later than 60 days after the date hereof.

(b)  Pro Forma Financial Information.

It is impracticable to provide Pro Forma Financial Statements for the
Telecommunications Division of EMI.  Such Pro Forma Financial Statements will be
filed as soon as practicable, but not later than 60 days after the date hereof.
 
(c)  Exhibits

Number    Exhibit
- ------    -------

2.1       Asset Purchase Agreement dated as of February 20, 1996 by and among
          EMI Communications Corp., Eastern Message, Inc., Eastern Message of
          New Jersey, Inc., Eastern Message of Pennsylvania, Inc., Eastern
          Message of Massachusetts, Inc., Eastern Message of Maryland, Inc.,
          Newhouse Broadcasting Corporation and Intermedia Communications Inc.
          (f/k/a Intermedia Communication of Florida, Inc.) (the "Asset Purchase
          Agreement"). Exhibit 2.3 to the Registrant's Annual Report on Form 10-
          K for the year ended December 31, 1995 is hereby incorporated by
          reference.

2.2       Amendment No. 1 to the Asset Purchase Agreement.

99.1      Press release dated June 28, 1996.
<PAGE>
 
                                   SIGNATURE


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


Date: June 28, 1996

                     INTERMEDIA COMMUNICATIONS INC.
                     ------------------------------
                                (Registrant)



                     By: David C. Ruberg
                        -----------------------------
                       Name:  David C. Ruberg
                       Title: Chairman, Chief Executive Officer
                              and President
<PAGE>
 
                                 EXHIBIT INDEX

Number    Exhibit
- ------    -------

2.1       Asset Purchase Agreement dated as of February 20, 1996 by and among
          EMI Communications Corp., Eastern Message, Inc., Eastern Message of
          New Jersey, Inc., Eastern Message of Pennsylvania, Inc., Eastern
          Message of Massachusetts, Inc., Eastern Message of Maryland, Inc.,
          Newhouse Broadcasting Corporation and Intermedia Communications Inc.
          (f/k/a Intermedia Communication of Florida, Inc.) (the "Asset Purchase
          Agreement"). Exhibit 2.3 to the Registrant's Annual Report on Form 10-
          K for the year ended December 31, 1995 is hereby incorporated by
          reference.

2.2       Amendment No. 1 to the Asset Purchase Agreement.

99.1      Press release dated June 28, 1996.

<PAGE>
 
                                                                     EXHIBIT 2.2

                  AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT

          AMENDMENT, dated as of June 28, 1996 (this "Amendment"), by and among
                                                      ---------                
EMI COMMUNICATIONS CORP., a New York corporation ("EMI" or a "Seller"), EASTERN
                                                   ---        ------           
MESSAGE, INC., a New York corporation ("Message" or a "Seller"), EASTERN MESSAGE
                                        -------        ------                   
OF NEW JERSEY, INC., a New Jersey corporation (a "Seller"), EASTERN MESSAGE OF
                                                  ------                      
PENNSYLVANIA, INC., a Pennsylvania corporation (a "Seller"), EASTERN MESSAGE OF
                                                   ------                      
MASSACHUSETTS, INC., a Massachusetts corporation (a "Seller"), and EASTERN
                                                     ------               
MESSAGE OF MARYLAND, INC., a Maryland corporation (a "Seller"), NEWHOUSE
                                                      ------            
BROADCASTING CORPORATION, a New York corporation ("Parent"), and INTERMEDIA
                                                   ------                  
COMMUNICATIONS OF FLORIDA, INC., a Delaware corporation ("Purchaser").
                                                          ---------   

          WHEREAS, Sellers, Parent and Purchaser are parties to that certain
Asset Purchase Agreement, dated as of February 20, 1996 (the "Asset Purchase
                                                              --------------
Agreement").
- ---------   

          WHEREAS, Sellers, Parent and Purchaser wish to amend the Asset
Purchase Agreement.

          NOW THEREFORE, the parties agree as follows:

<PAGE>
 

          1.   Section 2.8 of the Asset Purchase Agreement is amended and
restated to read in its entirety as follows:

          SECTION 2.8 Apportionment. Notwithstanding anything to the contrary
                      -------------
contained in this Agreement, all income and expenses pertaining to the Purchased
Business, including without limitation all prepaid sums and fees, service
charges, advertising and rental charges, prepaid rentals and advertising,
utility charges, payments under the Assigned Contracts, and accrued and prepaid
expenses, shall be prorated between Purchaser and Sellers as of July 1, 1996 so
that Sellers shall receive all revenues and shall be responsible for all
expenses and liabilities allocable to the period prior to July 1, 1996 and
Purchaser shall receive all revenues and shall be responsible for all expenses
and liabilities allocable to the period beginning on and continuing after July
1, 1996, with Purchaser and Sellers to
<PAGE>
 
cooperate with one another in calculating all such prorated items, and to make a
payment or payments one to the other, as appropriate, prior to August 30, 1996
for the net amount of such prorated items to reflect the foregoing, or on such
other schedule of payments as may be mutually agreed by Purchaser and Sellers.

          2.   The third sentence of Section 5.5(b) of the Asset Purchase
Agreement is amended and restated to read in its entirety as follows:

     If the Closing occurs, the principal of the Capital Loans will constitute
an Assumed Liability and any accrued but unpaid interest as of the Closing Date,
as determined by the Purchaser and agreed to by Sellers, shall be deducted from
any remittance by the Purchaser of Closing Accounts Receivable pursuant to
Section 6.3(a) hereof."

          3.   The third and fourth sentences of Section 6.3(a) of the Asset
Purchase Agreement are amended and restated to read in their entirety as
follows:

     Within ten (10) days after each month during the Collection Period,
Purchaser shall deliver to Sellers a monthly statement of Closing Accounts
Receivable collected during such month and shall remit to Sellers, without
deduction (except for deductions for accrued but unpaid interest on the Capital
Loans), all such amounts of Closing Accounts Receivable collected by Purchaser.
Each such monthly statement shall include the total amount of collections made
from customers, any portion of whose outstanding accounts receivable balance
arose prior to the Closing Date and the amount of any deduction for accrued but
unpaid interest on the Capital Loans."

          4.   Except as herein expressly amended, the Asset Purchase Agreement
is ratified and confirmed in all respects and remains in full force and effect
in accordance with its terms without lapse or interruption.  Each reference in
the Asset Purchase Agreement to "this Agreement," "hereof," or words of like
import, shall mean the Asset Purchase Agreement as amended by this Amendment,
and as hereinafter amended or restated.

          5.   This Amendment may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same Amendment.  Delivery of an executed
<PAGE>
 
counterpart of a signature page to this Amendment by telecopier shall be
effective as delivery of a manually executed counterpart of this Amendment.

          IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their respective officers thereunto fully authorized, as of the date
first above written.


                                 EMI COMMUNICATIONS CORP.


                                 By /s/ Dennis B. Dundon 
                                    __________________________
                                    Name: Dennis B. Dundon
                                    Title: President


                                 EASTERN MESSAGE, INC.


                                 By /s/ Dennis B. Dundon
                                    __________________________
                                    Name: Dennis B. Dundon
                                    Title: President


                                 EASTERN MESSAGE OF NEW JERSEY, INC.


                                 By /s/ Dennis B. Dundon
                                    __________________________
                                    Name: Dennis B. Dundon
                                    Title: President


                                 EASTERN MESSAGE OF PENNSYLVANIA,
                                  INC.
 

                                 By /s/ Dennis B. Dundon
                                    __________________________
                                    Name: Dennis B. Dundon
                                    Title: President


                                 EASTERN MESSAGE OF MASSACHUSETTS,
                                  INC.


                                 By /s/ Dennis B. Dundon
                                    __________________________
                                    Name: Dennis B. Dundon
                                    Title: President
<PAGE>
 
                                 EASTERN MESSAGE OF MARYLAND, INC.


                                 By /s/ Dennis B. Dundon
                                    --------------------------
                                    Name:  Dennis B. Dundon
                                    Title: President
                 
                 
                                 NEWHOUSE BROADCASTING CORPORATION
                 
                 
                                 By /s/ Robert J. Miron
                                    --------------------------
                                    Name:  Robert J. Miron
                                    Title: Vice President
                 
                 
                                 INTERMEDIA COMMUNICATIONS OF
                                  FLORIDA, INC.
                 
                 
                                 By /s/ David C. Ruberg
                                    -------------------------
                                    Name: David C. Ruberg
                                    Title: Chairman, President and
                                    Chief Executive Officer

<PAGE>
 
                                                                    EXHIBIT 99.1

                    INTERMEDIA COMMUNICATIONS INC. ACQUIRES
            TELECOMMUNICATIONS DIVISION OF EMI COMMUNICATIONS CORP.

Tampa, Fl (June 28, 1996) - Intermedia Communications Inc. (Nasdaq/NM:ICIX), a
rapidly growing provider of competitive telecommunications services in the
Southeast, today announced that it has acquired the telecommunications division
of EMI Communications Corp. ("EMI"), a wholly owned subsidiary of Newhouse
Broadcasting Corporation, in exchange for 937,500 shares of Intermedia's common
stock.

     Completion of the acquisition approximately doubles the number of enhanced
data service locations served directly by Intermedia. The acquisition also (i)
expands Intermedia's customer base and increases its exposure to interregional
customers, (ii) facilitates cross selling of Intermedia's long distance and
local exchange services into this expanded customer base, and (iii) reduces cost
by eliminating overlapping facilities, removing duplicate network to network
interfaces and creating economies of scale.

        EMI's telecommunications division, headquartered in Syracuse, New York,
is a provider of enhanced data and interexchange private line services primarily
in the northeastern U.S. EMI, a founding member of the UniSpan frame relay
consortium, has approximately 140 employees in its telecommunications division
and has concentrated its recent efforts on expanding its enhanced data services
business.

     Intermedia Communications is a rapidly growing provider of integrated
telecommunications solutions. Headquartered in Tampa, Intermedia currently
operates fiber optic networks in Florida in Orlando, Tampa, Miami, Jacksonville,
St. Petersburg and West Palm Beach; in Cincinnati, Ohio; in Raleigh/Durham,
North Carolina; in Huntsville, Alabama; and has a network under development in
St. Louis, Missouri. Intermedia specializes in packaging customized solutions to
meet each customer's specific requirements and currently provides enhanced
network services, including frame relay and Internet access, to more than 3,800
business and government customer locations in 800 cities nationwide.
Additionally, Intermedia is a facilities-based interexchange carrier for more
than 10,5000 customers.



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