8-K, 1998-02-12
Next: BUCKLE INC, SC 13G/A, 1998-02-12


                            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.)

                              (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
- -------------------------------------------

          On February 11, 1998, the Registrant issued the press release attached
hereto as Exhibit 99.1.

- -----------------

          Press Release, dated February 11, 1998.


          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


                     By:  /s/ Robert M. Manning
                         Name:  Robert M. Manning
                         Title: Senior Vice President and Chief
                                Financial Officer

                                 EXHIBIT INDEX

  No.          Description
- -------        -----------

99.1           Press Release, dated February 11, 1998.

                                                                    EXHIBIT 99.1

                                         CONTACTS:   Robert M. Manning
                                           Senior Vice President and
                                             Chief Financial Officer
                                            Chris Brown
                                           Senior Vice President,
                                             Investor Relations



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 

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

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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 

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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

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.


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