<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
SCHEDULE 13G
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(b)
(AMENDMENT NO. )(1)
----
Intermedia Communications Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
458801107
- --------------------------------------------------------------------------------
(CUSIP Number)
March 31, 1998
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-(c)
[ ] Rule 13d-1(d)
- ---------------
(1) The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE> 2
CUSIP NO. 458801107 13G PAGE 2 OF 7 PAGES
--------------------- ----- -----
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
FREDDY NOLAN
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
---------------------------------------------------------------------
(5) SOLE VOTING POWER
NUMBER OF 1,024,973 (1)(4)
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 4,386 (2)(3)
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH 1,024,973 (1)(4)
--------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
4,386 (2)(3)
--------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,029,359 (1)(4)(5)
---------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5%
---------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) This includes 53,626 shares held in escrow accounts.
(2) These shares are held of record by the reporting person's wife.
(3) This includes 229 shares held in escrow accounts.
(4) Does not include 9,768 shares owned by each of the reporting person's
two adult daughters.
(5) These shares include shares held of record by the reporting person's
wife and shares held in escrow accounts for her benefit.
<PAGE> 3
SCHEDULE 13G FORMS 7101
- --------------------------------------------------------------------------------
INSTRUCTIONS FOR COVER PAGE
(1) Names and I.R.S. Identification Numbers of Reporting Persons. Furnish
the full legal name of each person for whom the report is filed -- i.e., each
person required to sign the schedule itself -- including each member of a
group. Do not include the name of a person required to be identified in the
report but who is not a reporting person. Reporting persons that are entities
are also requested to furnish their I.R.S. identification numbers, although
disclosure of such numbers is voluntary, not mandatory (see "SPECIAL
INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G," below).
(2) If any of the shares beneficially owned by a reporting person are held
as a member of a group and that membership is expressly affirmed, please check
row 2(a). If the reporting person disclaims membership in a group or describes
a relationship with other person but does not affirm the existence of a
group, please check row 2(b) [unless it is a joint filing pursuant to Rule
13d-1(k)(1) in which case it may not be necessary to check row 2(b)].
(3) The third row is for SEC internal use; please leave blank.
(4) Citizenship or place of organization. Furnish citizenship if the named
reporting person is a natural person. Otherwise, furnish place of organization.
(5) - (9), (11) Aggregate amount beneficially owned by each reporting
person, etc.. Rows (5) through (9) inclusive, and (11) are to be completed in
accordance with the provisions of Item 4 of Schedule 13G. All percentages are
to be rounded off to the nearest 10th (one place after decimal point).
(10) Check if the aggregate amount reported as beneficially owned in row
(9) does not include shares as to which beneficial ownership is disclaimed
pursuant to Rule 13d-4 under the Securities Exchange Act of 1934.
(12) Type of reporting person. Please classify each "reporting person"
according to the following breakdown (see Item 3 of Schedule 13G) and place the
appropriate symbol on the form:
<TABLE>
<CAPTION>
CATEGORY SYMBOL
-------- ------
<S> <C>
Broker dealer ............................................. BD
Bank....................................................... BK
Insurance company.......................................... IC
Investment company......................................... IV
Investment adviser......................................... IA
Employee benefit plan, pension fund, or endowment fund..... EP
Parent holding company..................................... HC
Corporation................................................ CO
Partnership................................................ PN
Individual................................................. IN
Other...................................................... OO
</TABLE>
Notes. Attach as many copies of the second part of the cover page as
are needed, one reporting person per page.
Filing persons may, in order to avoid unnecessary duplication, answer
item on the schedules (Schedule 13D, 13G or 14D-1) by appropriate
cross-references to an item or items on the cover page(s). This approach
may only be used where the cover page item or items provide all the
disclosure required by the schedule item. Moreover, such a use of a cover
page item will result in the item becoming a part of the schedule and
accordingly being considered as "filed" for purposes of Section 18 of the
Securities Exchange Act or otherwise subject to the liabilities of that
section of the Act.
Reporting persons may comply with their cover page filing requirements
by filing either completed copies of the blank forms available from the
Commission, printed or typed
<PAGE> 4
SCHEDULE 13G FORMS 7102
- --------------------------------------------------------------------------------
facsimiles, or computer printed facsimiles, provided the documents filed
have identical formats to the forms prescribed in the Commission's
regulations and meet existing Securities Exchange Act rules as to such
matters as clarity and size (Securities Exchange Act Rule 12b-12).
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Section 13(d), 13(g) and 23 of the Securities Exchange Act of 1934
and the rules and regulations thereunder, the Commission is authorized to
solicit the information required to be supplied by this schedule by certain
securities holders of certain issuers.
Disclosure of the information specified in this schedule is mandatory,
except for I.R.S. identification numbers, disclosure of which is voluntary. The
information will be used for the primary purpose of determining and disclosing
the holdings of certain beneficial owners of certain equity securities. This
statement will be made a matter of public record. Therefore, any information
given will be available for inspection by any member of the public.
Because of the public nature of the information, the Commission can use it
for a variety of purposes, including referral to other governmental authorities
or securities self-regulatory organizations for investigatory purposes or in
connection with litigation involving the Federal securities laws or other
civil, criminal or regulatory statutes or provisions. I.R.S. identification
numbers, if furnished, will assist the Commission in identifying security
holders and, therefore, in promptly processing statements of beneficial
ownership of securities.
Failure to disclose the information requested by this schedule, except for
I.R.S. identification numbers, may result in civil or criminal action against
the person involved for violation of the Federal securities laws and rules
promulgated thereunder.
General Instructions. A. Statements filed pursuant to Rule 13d-1(b)
containing the information required by this schedule shall be filed not
later than February 14 following the calendar year covered by the statement
or within the time specified in Rules 13d-1(b)(2) and 13d-2(c). Statements
filed pursuant to Rule 13d-1(c) shall be filed within the time specified in
Rules 13d-1(c), 13d-2(b) and 13d-2(d). Statements filed pursuant to Rule
13d-1(c) shall be filed not later than February 14 following the calendar
year covered by the statement pursuant to Rules 13d-1(d) and 13d-2(b).
B. Information contained in a form which is required to be filed by
rules under Section 13(f) for the same calendar year as that covered by a
statement on this schedule may be incorporated by reference in response to
any of the items of this schedule. If such information is incorporated by
reference in this schedule, copies of the relevant pages of such form shall
be filed as an exhibit to this schedule.
C. The item numbers and captions of the items shall be included but
the text of the items is to be omitted. The answers to the items shall be
so prepared as to indicate clearly the coverage of the items without
referring to the text of the items. Answer every item. If an item is
inapplicable or the answer is in the negative, so state.
ITEM 1(a). NAME OF ISSUER:
Intermedia Communications Inc.
-------------------------------------------------------------------
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
3625 Queen Palm Drive, Tampa, Florida 33619
-------------------------------------------------------------------
ITEM 2(s) NAME OF PERSON FILING:
Freddy Nolan
-------------------------------------------------------------------
<PAGE> 5
SCHEDULE 13G FORMS 7103
- --------------------------------------------------------------------------------
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
801 North 31st Street, Monroe, Louisiana 71201
ITEM 2(c). CITIZENSHIP:
United States of America
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.01 per share
ITEM 2(e). CUSIP NUMBER:
458801107
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b),
CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act.
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
1,029,359 (1)(4)(5)
--------------------------------------------------------------------
(b) Percent of class:
5%
--------------------------------------------------------------------
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 1,024,973 (1)(4)
----------------------------
(ii) Shared power to vote or to direct the vote 4,386 (2)(3)
--------------------------
(iii) Sole power to dispose or to direct the
disposition of 1,024,973 (1)(4)
--------------------------
(iv) Shared power to dispose or to direct the disposition of 4,386 (2)(3)
-------------
(1) This includes 53,626 shares held in escrow accounts.
(2) These shares are held of record by the reporting person's wife.
(3) This includes 229 shares held in escrow accounts.
(4) Does not include 9,768 shares owned by each of the reporting person's
two adult daughters.
(5) These shares include shares held of record by the reporting person's
wife and shares held in escrow accounts for her benefit.
<PAGE> 6
SCHEDULE 13G FORMS 7104
- -------------------------------------------------------------------------------
Instruction: For computations regarding securities which represent a right
to acquire an underlying security see Rule 13d-3(d)(1).
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
Instruction. Dissolution of a group requires a response to this item.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of an employee benefit plan, pension fund or endowment fund is not required.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c) attach an
exhibit stating the identification of the relevant subsidiary.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
If a group has filed this schedule pursuant to Rule 13d-1(b)(1)(ii)(J), so
indicate under Item 3(h) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to Rule 13d-1(d), attach an exhibit stating the identity of each
member of the group.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
ITEM 10. CERTIFICATIONS.
(a) The following certification shall be included if the statement is
filed pursuant to Rule 13d-1(b):
"By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect."
(b) The following certification shall be included if the statement is filed
pursuant to Rule 13d-1(c):
"By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that
purpose or effect."
<PAGE> 7
SCHEDULE 13G FORMS 7105
- -----------------------------------------------------------------------------
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.
04/09/98
--------------------------------
(Date)
/s/ Freddy Nolan
--------------------------------
(Signature)
Freddy Nolan
--------------------------------
(Name/Title)
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constitute
federal criminal violations (see 18 U.S.C. 1001).
[The next page is 7115.]
