<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
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DIGEX, INCORPORATED
(Subject Company)
------------------------
INTERMEDIA COMMUNICATIONS INC.
DAYLIGHT ACQUISITION CORP.
(Bidders)
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Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
------------------------
253754105
(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
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SCHEDULE 14D-1
------------------------
CUSIP No. 253754105
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1 NAME OF REPORTING PERSONS:
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Daylight Acquisition Corp.
Not Assigned
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(See Instructions) (b) [_]
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3 SEC USE ONLY
- ------------------------------------------------------------------
4 SOURCES OF FUNDS (See Instructions)
AF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) OR 2(f) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,804,197 shares of Common Stock, $.01 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) 98.8%
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10 TYPE OF REPORTING PERSON (See Instructions)
CO
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SCHEDULE 14D-1
-------------------
CUSIP No. 253754105
-------------------
- ------------------------------------------------------------------
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
11,804,197 shares of Common Stock, $.01 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) 98.8%
- ------------------------------------------------------------------
10 TYPE OF REPORTING PERSON (See Instructions)
HC, CO
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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 June 11, 1997, as amended by Amendment No. 1 filed on June 26,
1997 and Amendment No. 2 filed on July 8, 1997 (the "Schedule 14D-1"), relating
to a tender offer by Daylight Acquisition Corp., a Delaware corporation
("Purchaser") and a wholly owned subsidiary of Intermedia Communications Inc., a
Delaware corporation ("Parent"), to purchase all outstanding shares of Common
Stock, par value $.01 per share (the "Shares"), of DIGEX, Incorporated, a
Delaware corporation (the "Company"), at $13.00 per Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated June 11, 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 June 11, 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 Wednesday, July 9, 1997,
the Offer expired. Based on a preliminary count, approximately 11,804,197
Shares were tendered pursuant to the Offer, of which 29,652 were tendered
pursuant to notice of guaranteed delivery. Such Shares constituted approximately
98.8% of the Shares outstanding (and approximately 77% of the Shares on a
fully diluted basis). On July 10, 1997, prior to 8:30 a.m., all Shares validly
tendered and not withdrawn prior to the expiration of the Offer were accepted
for payment and Parent and Purchaser became the beneficial owner of 11,804,197
Shares, constituting approximately 98.8% of the Shares outstanding (and
approximately 77% of the Shares on a fully diluted basis). A copy of the press
release announcing the expiration of the Offer and the acceptance of validly
tendered Shares is attached hereto as Exhibit 11(a)(11) and is incorporated
herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
11(a)(11) Press Release issued by Parent on July 10, 1997 announcing the
expiration of the Offer and the acceptance for payment by Purchaser
for all Shares validly tendered and not withdrawn pursuant to the
Offer.
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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
DAYLIGHT ACQUISITION CORP.
By: /s/ Robert M. Manning
-----------------------------------
Name: Robert M. Manning
Title: President, Secretary and
Treasurer
Dated: July 10, 1997
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EXHIBIT INDEX
EXHIBIT PAGE
NO. DESCRIPTION NO.
- --- ---------------------------------------------------------- ---
11(a)(11) Press Release issued by Parent on July 10, 1997 announcing
the expiration of the Offer and the acceptance for payment
by Purchaser for all Shares validly tendered and not
withdrawn pursuant to the Offer.
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EXHIBIT 11 (a)(11)
NEWS RELEASE
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Wall Street Plaza
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New York, NY 10005
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212.440.9800
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FAX 212.440.9009
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GEORGETOWN
& COMPANY INC.
--------------
From: INTERMEDIA COMMUNICATIONS INC. For Release: IMMEDIATELY
3625 QUEEN PALM DRIVE
TAMPA, FLORIDA 33619 Contact: Chris Brown
Sr. Vice President,
Investor Relations
(813) 829-2408
Intermedia Completes Tender Offer for DIGEX
-------------------------------------------
Tampa, Florida (July 10, 1997)--Intermedia Communications Inc. announced today
that the cash tender offer by its wholly owned subsidiary, Daylight Acquisition
Corp., for all outstanding shares of common stock of DIGEX, Incorporated was
successfully completed upon its expiration at 12:00 Midnight, New York City
time, on Wednesday, July 9, 1997.
Continental Stock Transfer & Trust Company, the depositary for the offer, has
advised Intermedia that, based on its preliminary count, approximately
11,556,536 shares of common stock of DIGEX, Incorporated, including those
tendered by guaranteed delivery procedures, representing approximately 96.7% of
aggregate shares outstanding, had been validly tendered and not withdrawn.
Daylight Acquisition Corp. has accepted for payment all shares of DIGEX common
stock validly tendered and not withdrawn prior to the expiration of the offer.
Intermedia expects to proceed promptly to a merger pursuant to its merger
agreement with DIGEX, Incorporated. Any remaining public stockholders of DIGEX
will be entitled to receive $13 cash per share in such merger.
Bear, Stearns & Co. Inc. served as advisors to Intermedia on this transaction.
Headquartered in suburban Washington, D.C., DIGEX is a leading independent
national Internet carrier focusing exclusively on business customers. DIGEX
offers a comprehensive range of Internet solutions, including high speed
dedicated business Internet connectivity, corporate Web site management services
and private network capacity. The DIGEX Gold Ring/SM/ national fault-tolerant
fiber optic Internet network,
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engineered utilizing Cisco Systems (NASDAQ: CSCO) Internet Operating System
technology, provides highly reliable service for mission-critical Internet
applications. Company news, products and service information are available at
www.digex.net.
Intermedia Communications Inc. is one of the nation's fastest growing
telecommunications companies. Intermedia provides integrated telecommunications
solutions to business and government customers. These solutions include voice,
data and video; local and long distance services; and advanced access services
in cities throughout the eastern U.S. Its enhanced data offerings, including
frame relay, ATM and Internet services offer seamless end-to-end service
virtually anywhere in the world. Intermedia Communications is headquartered in
Tampa, Florida and is traded on the NASDAQ market under the symbol ICIX.
Intermedia Communications can be found on the worldwide web at
http://www.icix.net.
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