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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): March 10, 1998
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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 (I.R.S. Employer
of 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 2. Acquisition or Disposition of Assets
On March 10, 1998, Moonlight Acquisition Corp. ("Moonlight"),
a wholly-owned subsidiary of Intermedia Communications Inc. ("Intermedia"),
effected a merger (the "Merger") with and into Shared Technologies Fairchild
Inc. ("STFI") as the final step in its acquisition of STFI. Pursuant to the
terms of that certain Agreement and Plan of Merger dated as of November 20, 1997
between Intermedia, Moonlight and STFI, all issued and outstanding shares of
STFI common stock and Series D Preferred Stock (other than shares owned by
Intermedia, Moonlight or any of their subsidiaries, shares held in the treasury
of STFI or shares for which appraisal rights have been perfected) were converted
into the right to receive $15.00 in cash without interest. The total amount of
funds required by Intermedia and Moonlight to effect the Merger and acquire STFI
and to pay related fees and expenses was approximately $640 million. The
acquisition price was funded through Intermedia's existing cash reserves.
STFI is the nation's largest provider of shared
telecommunications services and systems. Through its technical infrastructure
and 800 employees, STFI acts as a single point of contact for business
telecommunications services at more than 465 buildings throughout the United
States and Canada.
As a result of the Merger, STFI will be operated as a
wholly-owned subsidiary of Intermedia, and the separate existence of Moonlight
has ceased. Intermedia intends to continue operating STFI's assets as a provider
of shared telecommunications services and systems.
Item 7. Financial Statements and Exhibits
Financial statements with respect to the acquisition of STFI
will be filed within 60 days after the date that this current report must be
filed.
Exhibit 2.1 Agreement and Plan of Merger among
Intermedia, Moonlight and STFI dated
November 20, 1997. Exhibit 99(C)(1) to
Intermedia's Schedule 14D-1 and Schedule
13D filed with the Securities and
Exchange Commission on November 26, 1997
is incorporated herein by reference.
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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: March 18, 1998
INTERMEDIA COMMUNICATIONS INC.
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(Registrant)
By: /s/ Robert M. Manning
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Name: Robert M. Manning
Title: Senior Vice President and
Chief Financial Officer
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Exhibit Index
Exhibit No. Description
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2.1 Agreement and Plan of Merger among Intermedia,
Moonlight and STFI dated as of November 20, 1997.
Exhibit 99(C)(1) to Intermedia's Schedule 14D-1 and
Schedule 13D filed with the Securities and Exchange
Commission on November 26, 1997 is incorporated herein
by reference.
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