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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2)
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DIGEX, INCORPORATED
(Subject Company)
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INTERMEDIA COMMUNICATIONS INC.
DAYLIGHT ACQUISITION CORP.
(Bidders)
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Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
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253754105
(CUSIP Number of Class of Securities)
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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)
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Copy to:
Ralph J. Sutcliffe, Esq.
Kronish, Lieb, Weiner & Hellman LLP
1114 Avenue of Americas
New York, New York 10036-7798
(212) 479-6170
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This Amendment No. 2 to Schedule 14D-1 amends and supplements the Tender
Offer Statement on Schedule 14D-1, as amended, filed with the Securities and
Exchange Commission on June 11, 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. Capitalized terms used herein and not defined herein have
the meanings specified in the Offer to Purchase.
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
Item 8 of the Schedule 14D-1 is hereby amended by adding the following
sentences:
On June 30, 1997, Parent agreed to pay to Mr. Benjamin Diesbach a finders
fee in the amount of $200,000. This fee is payable only upon acquisition by
Parent of 100% of the outstanding equity of the Company.
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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
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Name: Robert M. Manning
Title: Senior Vice President, Chief
Financial Officer and Secretary
DAYLIGHT ACQUISITION CORP.
By: /s/ Robert M. Manning
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Name: Robert M. Manning
Title: President, Secretary and
Treasurer
Dated: July 8, 1997
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