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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
AMENDMENT NO. 3*
TO
SCHEDULE 14D-9
_________________________
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 AND
INFORMATION PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934
_________________________
DIGEX, INCORPORATED
(Name of Subject Company)
DIGEX, INCORPORATED
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
253754 10 5
(CUSIP Number Of Class Of Securities)
CHRISTOPHER R. MCCLEARY
PRESIDENT, CHAIRMAN AND CHIEF EXECUTIVE OFFICER
DIGEX, INCORPORATED
ONE DIGEX PLAZA
BELTSVILLE, MD 20705
(301) 847-5000
(Name, Address and Telephone Number Of Person Authorized to Receive Notice
and Communications on Behalf of the Person(s) Filing this Statement)
_________________________
COPY TO:
JAMES F. ROGERS, ESQ.
LATHAM & WATKINS
1001 PENNSYLVANIA AVENUE, N.W.
SUITE 1300
WASHINGTON, D.C. 20004
(202) 637-2200
(*) Representing the final amendment hereto.
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This Amendment No. 3 amends and supplements the Solicitation/
Recommendation Statement on Schedule 14D-9 filed on behalf of DIGEX,
Incorporated, a Delaware corporation (the "Company"), with the Securities and
Exchange Commission on June 11, 1997, as amended (the "Statement"), and relates
to the tender offer (the "Tender Offer") made by Daylight Acquisition Corp., a
Delaware corporation, a direct wholly-owned subsidiary of Intermedia
Communications Inc., disclosed in a Tender Offer Statement on Schedule 14D-1
dated June 11, 1997, to purchase all outstanding Shares 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 and the related Letter of Transmittal.
The purpose of this Amendment No. 3 is to amend Item 2 of the Statement as set
forth below. All capitalized terms not defined herein are used as defined in
the Statement.
ITEM 2. TENDER OFFER OF THE BIDDER
Item 2 is supplemented as follows:
"The Offer expired as of midnight, New York City time, on Wednesday,
July 9, 1997. 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 77.0% 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
Intermedia and Purchaser became the beneficial owner of 11,804,197 Shares,
constituting approximately 98.8% of the Shares outstanding (and approximately
77.0% of the Shares on a fully diluted basis)."
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SIGNATURE
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.
Date: July 10, 1997 DIGEX, Incorporated
By: /s/Christopher R. McCleary
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Name: Christopher R. McCleary
Title: Chairman, Chief Executive
Officer and President
