<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
__________________________
Date of Report (Date of
earliest event reported): February 11, 1998
-----------------
INTERMEDIA COMMUNICATIONS INC.
-------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 59-2913586
- -------------------------- -------------------
(State or other jurisdic- (I.R.S. Employer
tion of incorporation or Identification No.)
organization)
0-20135
------------------------
(Commission File Number)
3625 Queen Palm Drive, Tampa, Florida 33619-1309
- ------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (813) 829-0011
--------------
<PAGE>
ITEM 5. OTHER MATERIALLY IMPORTANT EVENTS.
- -------------------------------------------
On February 11, 1998, the Registrant issued the press release attached
hereto as Exhibit 99.1.
ITEM 7. EXHIBITS
- -----------------
Press Release, dated February 11, 1998.
2
<PAGE>
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: February 12, 1998
INTERMEDIA COMMUNICATIONS INC.
------------------------------
(Registrant)
By: /s/ Robert M. Manning
----------------------------------
Name: Robert M. Manning
Title: Senior Vice President and Chief
Financial Officer
3
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
No. Description
- ------- -----------
99.1 Press Release, dated February 11, 1998.
<PAGE>
EXHIBIT 99.1
CONTACTS: Robert M. Manning
Senior Vice President and
Chief Financial Officer
813/829_2403
or
Chris Brown
Senior Vice President,
Investor Relations
813/829-2408
INTERMEDIA SIGNS DEFINITIVE AGREEMENT TO
ACQUIRE EMERGING FLORIDA CLEC
15,000 ACCESS LINES BOLSTER INTERMEDIA'S FLORIDA POSITION
Tampa, Florida (February 11, 1998) - Intermedia Communications
(Nasdaq/NM: ICIX) today announced that it has signed a definitive
agreement to acquire privately held National Telecommunications of
Florida ("National Tel" or "National"), an emerging switch_based
competitive local exchange carrier (CLEC) and established
interexchange carrier, for approximately $151 million in stock and
cash.
With annualized third quarter 1997 revenue of approximately $63
million and annualized third quarter 1997 EBITDA of approximately $6
million, National provides competitive local exchange and long
distance voice services to more than 11,000 business customers
concentrated in Florida's major markets. Intermedia will target this
customer base to cross_sell its broad portfolio of voice and data
services, upon consummation of the acquisition. With an employee base
of 125, including 42 sales professionals, National has sold
approximately 15,000 access line equivalents since late 1996. It has
interconnection agreements with BellSouth, GTE, and Sprint/United.
The $151 million purchase consideration consists of a combination of
$45 million in cash and approximately $106 million of Intermedia
common stock, or approximately 1.7 million shares (subject to certain
adjustments). Closing of the acquisition is subject to customary
conditions, including the receipt of required regulatory approvals.
It is expected to close during the second quarter of 1998.
Should the acquisition of National and the pending Shared Technologies
Fairchild and LDS acquisitions be consummated, Intermedia would have
pro forma annualized third quarter 1997 revenue of approximately $642
million and approximately $3 million pro forma annualized third
1 of 3
<PAGE>
quarter 1997 EBITDA (before considering any synergies). The combined
company would employ nearly 3,000 people, including approximately 650
sales professionals; serve more than 91,000 business customers; and
have 175,000 access lines in service as of the third quarter 1997.
Acquisition Strengthens Florida Market Share
"The combination of National and Intermedia would build upon our
existing investments and satisfies our acquisition strategy by
providing a solid customer base and adding knowledgeable and
experienced personnel. National would help build critical mass in
this vital state market, critical mass that is a key component to
sustained success. Importantly, the proposed acquisition is accretive
to Intermedia's financial performance," said David C. Ruberg,
Intermedia's chairman, president and chief executive officer.
"National's burgeoning local exchange business, when coupled with
Intermedia's, would create the fourth largest local exchange carrier
and fourth largest long distance provider to business and government
customers in Florida."
Financial Benefits
"We expect this transaction to solidify our Florida presence and to
drive margin improvement through the migration of additional market
share onto our network," stated Robert M. Manning, Intermedia's chief
financial officer. "A number of significant synergies are projected
including a reduction in National's backbone pricing structure,
elimination of redundant network facilities, reduction of expenses
associated with local loop pricing, the reduction of costs related to
switched traffic, savings in the recruiting and hiring of experienced
personnel, and elimination of duplicative general and administrative
costs." Intermedia estimates these synergies to be approximately $5
million per year by year-end 1999.
Bear, Stearns & Co. Inc. served as financial advisor to Intermedia
with regard to the proposed acquisition.
Intermedia will host a conference call on Thursday, February 12, 1998,
at 9:00 a.m. EST to discuss this proposed transaction. To participate
in this conference, call (800) 798_6133. A 24_hour replay will be
available by calling (800) 633_8284, ID 3878517.
Statements contained in this news release regarding expected financial
results and other planned events are forward_looking statements,
subject to uncertainties and risks, including, but not limited to, the
demand for Intermedia's services, and the ability of the Company to
successfully implement its strategies, including consummation of the
2 of 3
<PAGE>
Shared Technologies Fairchild, LDS, and National acquisitions, the
successful integration of these acquisitions into Intermedia and the
consequent realization of projected synergies, each of which may be
impacted, among other things, by economic, competitive or regulatory
conditions. These and other applicable risks are summarized under the
caption "Risk Factors" in the Company's Form 10_K Annual Report for
its fiscal year ended December 31, 1996, and are updated periodically
through the filing of reports and registration statements with the
Securities and Exchange Commission.
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 full 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 can be found on the World Wide Web at
http://www.intermedia.com.
Founded in 1991, National provides local and long distance voice
services to more than 11,000 business customers in all of Florida's
major metropolitan markets. With the introduction of its local
services portfolio in 1996, National, headquartered in Austin, Texas,
has begun to transition from an interexchange carrier to a competitive
local exchange carrier.
_END_
3 of 3
