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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of
earliest event reported) : November 21, 1997
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INTERMEDIA COMMUNICATIONS INC.
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(Exact name of registrant as specified in its charter)
Delaware 59-2913586
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
0-20135
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(Commission File Number)
3625 Queen Palm Drive, Tampa, Florida 33619-1309
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (813) 829-0011
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Item 5. Other Events
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On November 21, 1997, Intermedia Communications Inc. (the "Company")
issued the Press Release filed herewith.
If the transactions described in the Press Release filed herewith are
consummated, the Company anticipates that it will have to raise additional
capital before the end of fiscal 1998.
Item 7. Financial Statements and Exhibits
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Exhibit 99.1 Press Release, dated November 21, 1997.
2
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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: November 24, 1997
INTERMEDIA COMMUNICATIONS INC.
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(Registrant)
By: /s/ Robert M. Manning
Name: Robert M. Manning
Title: Senior Vice President -
Chief Financial Officer
3
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EXHIBIT INDEX
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Exhibit
No. Description
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99.1 Press Release, dated November 21, 1997.
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EXHIBIT 99.1
5
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EXHIBIT 99.1
NEWS RELEASE
[LETTERHEAD OF INTERMEDIA COMMUNICATIONS]
INTERMEDIA AND SHARED TECHNOLOGIES FAIRCHILD
SIGN CASH MERGER AGREEMENT
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TRANSACTION WOULD CREATE NATION'S SECOND LARGEST CLEC
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EXPECTED TO CLOSE IN FIRST QUARTER 1998
Tampa, Florida and Wethersfield, Connecticut (November 21, 1997) - Intermedia
Communications (Nasdaq/NM: ICIX) and Shared Technologies Fairchild, Inc.
("Shared Technologies") Nasdaq/NM:STCH) today announced that they have signed a
definitive merger agreement pursuant to which holders of Shared Technologies'
common stock would receive $15.00 per share in cash upon consummation of the
merger. In connection with the merger agreement, Intermedia was granted
irrevocable stock options to purchase stock from various holders of Shared
Technologies' stock which, together with common stock purchased from another
shareholder of Shared Technologies, gives Intermedia control over approximately
52.8% of the outstanding common stock of Shared Technologies, calculated on a
fully diluted basis.
"The business that the board and management of Shared has built is a
valuable asset, one whose potential is on the verge of realization. I believe
this transaction is very timely," commented David C. Ruberg, Intermedia's
Chairman, President, and Chief Executive Officer. "Though the process over the
last several days has at times been awkward, I have nothing but appreciation
for the efforts of Jeffrey Steiner and Dan Borislow, who have worked diligently
with us to find the best resolution for all parties involved.
"The combination of these two well positioned telecommunications
companies creates maximum value for our stockholders and greatly enhances
Intermedia's position in this dynamic industry," said Anthony D. Autorino,
Chairman and Chief Executive Officer of Shared Technologies Fairchild,
Incoporated.
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ICIX and Shared Technologies
Sign Cash Merger Agreement
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November 21, 1997
As part of the agreement, Intermedia agreed to commence promptly a cash
tender for 4 million additional shares of Shared Technologies at $15 per share.
Intermedia also agreed to purchase all of Shared Technologies' Series 1
Convertible Preferred Stock from a subsidiary of Fairchild Incorporated for a
cash price equal to approximately $63 million. These securities are convertible
into approximately 4.2 million shares of Shared Technologies common stock.
Intermedia also agreed to lend Shared Technologies approximately $22 million to
be used by Shared Technologies to redeem, at its redemption price, its
outstanding Special Preferred Stock, owned by a subsidiary of Fairchild
Incorporated.
The total implied enterprise value for the transaction is an estimated
$640 million, including an equity value of approximately $366 million on a fully
diluted basis. In connection with the proposed transaction, intermedia paid $237
million to Tel-Save Holdings, Inc. ("Tel-Save") including approximately $174
million for the purchase of the Shared Technologies 12 1/4% subordinated
discount notes plus accrued interest which were owned by Tel-Save, to terminate
the merger and related agreements between Tel-Save and Shared Technologies, to
amend the long distance agreement between Tel-Save and Shared Technologies in
various respects to, among other things, make it terminable without penalty by
either party after February 28, 1998. In addition intermedia settled the
litigation brought by intermedia against Shared Technologies, its directors and
Tel-Save.
The merger agreement is expected to be consummated during the first
quarter of Intermedia's 1998 fiscal year. Consummation of the merger agreement
is subject to various customary conditions, including approval by Shared
Technologies's shareholders and receipt of necessary regulatory approvals.
Intermedia Communications is one of the nation's fastest growing
telecommunications companies, providing integrated telecommunications solutions
to business and government customers. These solutions include voice and data,
local and long distance, and advanced network access services in major U.S.
markets. Intermedia's enhanced data portfolio, including frame relay networking,
ATM, and a ful range of business internet connectivity and web hosting
services, offers seamless end-to-end service virtually anywhere in the world.
Intermedia is headquartered in Tampa with sales offices in over 40
cities. Intermedia is on the World Wide Web at http://www.intermedia.com.
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Headquartered in Wethersfield, Connecticut, Shared Technologies
Fairchild Inc. is the nation's largest provider of shared telecommunications
services and systems. Through its technical infrastructure and 800 employees,
Shared Technologies Fairchild acts as a single point of contact for business
telecommunications services at more than 465 buildings throughout the United
States and Canada.
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