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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Pursuant to Section 13(d)
of the Securities Exchange Act of 1934
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SHARED TECHNOLOGIES CELLULAR, INC.
(Name of Issuer)
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INTERMEDIA COMMUNICATIONS INC.
(Acquiring Company)
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Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
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819487109
(CUSIP Number of Class of Securities)
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Robert M. Manning
Senior Vice President, Chief Financial Officer
Intermedia Communications Inc.
3625 Queen Palm Drive
Tampa, Florida 33619
(813) 829-0011
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
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Copy to:
Ralph J. Sutcliffe, Esq.
Kronish, Lieb, Weiner & Hellman LLP
1114 Avenue of Americas
New York, New York 10036-7798
(212) 479-6170
Exhibit Index is located on Page 6
THIS FILING SHALL BE DEEMED TO CONSTITUTE AN ORIGINAL FILING ON
SCHEDULE 13D ON BEHALF OF INTERMEDIA COMMUNICATIONS INC. PURSUANT TO
SECTION 13(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
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SCHEDULE 13D-1
CUSIP No. 819487109 Page 2 of 14 Pages
NAME OF REPORTING PERSONS:
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Intermedia Communications Inc.
59-291-3586
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
2 (See Instructions) (b) / /
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SEC USE ONLY
3
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SOURCES OF FUNDS (See Instructions)
4 WC
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(e) or 2(f) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 1,832,070
BY EACH REPORTING ----------------------------------------------
PERSON WITH 8 SHARED VOTING POWER
0
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9 SOLE DISPOSITION POWER
1,832,070
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10 SHARED DISPOSITIVE POWER
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
11 1,832,070 shares of Common Stock, $.01 par value
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
12 CERTAIN SHARES (See Instructions) / /
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
13 25.3% of the outstanding Common Stock, $.01 par value
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TYPE OF REPORTING PERSON (See Instructions)
14 HC, CO
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INTRODUCTION
This Statement on Schedule 13D relates to the acquisition by
Intermedia Communications Inc., a Delaware corporation ("Intermedia"), of
1,832,070 shares of Common Stock, par value $.01 per share (the "Shares"), of
Shared Technologies Cellular, Inc., a Delaware corporation (the "Company"), as
a result of the acquisition of Shared Technologies Fairchild Inc., a Delaware
corporation ("STFI"), by Intermedia. STFI is the record owner of the Shares.
ITEM 1. SECURITY AND SUBJECT COMPANY.
This Statement on Schedule 13D relates to the acquisition by
Intermedia of 1,832,070 shares of Common Stock, par value $.01 per share, of
the Company.
The Company has its principal executive offices at 100 Great Meadow
Road, Wethersfield, Connecticut 06109.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c), (f) The person filing this statement is Intermedia.
Intermedia is a publicly held Delaware corporation. Intermedia, directly and
through its subsidiaries, is a rapidly growing integrated communications
services provider, offering a full suite of local, long distance and enhanced
data telecommunications services to business and government end user
customers, long distance carriers, Internet service providers, resellers and
wireless communications companies. The address of Intermedia's principal
office and principal business location is 3625 Queen Palm Drive, Tampa,
Florida 33619.
On March 10, 1998, Intermedia consummated its acquisition of STFI
through the merger of a wholly-owned subsidiary of Intermedia with and into
STFI (the "Merger"). As a result of the Merger, STFI is now a wholly-owned
subsidiary of Intermedia. STFI is the record owner of the Shares.
(d)-(e) During the last five years, neither Intermedia nor, to the
best knowledge of Intermedia, any director or executive officer of Intermedia
(i) has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting activities subject to, Federal
or State securities laws or finding any violation of such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Intermedia acquired STFI for an aggregate purchase price of
approximately $722.7 million. The purchase price was not attributed to
specific assets of STFI, and therefore there is no specific purchase price for
the Shares owned by STFI. The purchase price for STFI was funded by
Intermedia's existing cash reserves.
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ITEM 4. PURPOSE OF THE TRANSACTION
Intermedia acquired the Shares as a result of its acquisition of STFI
through the Merger. Intermedia has no present plans to acquire additional
interests in the Company.
ITEM 5. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a)-(c) As a result of the consummation of the Merger on March 10,
1998, Intermedia beneficially owns 1,832,070 Shares, representing 25.3% of the
outstanding Shares. The Shares beneficially owned by Intermedia are still
owned of record by STFI.
(d) Prior to the Merger, STFI had entered into warrant agreements
with various persons (See Item 6) pursuant to which each person received the
option to purchase certain Shares owned by STFI. All of the Shares owned by
STFI are subject to the various warrant agreements. All of the warrants to
purchase the Shares are currently exercisable on the date hereof and expire on
May 1, 1999. As a result of the Merger, Intermedia has assumed all of STFI's
obligations under the various warrant agreements. See Exhibit 7.1.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO THE SUBJECT COMPANY'S SECURITIES.
Prior to the Merger, STFI had entered into warrant agreements with
the following persons: Anthony D. Autorino, Jeffrey Steiner, Vincent
DiVincenzo, Richard P. Webb, Paul R. Barry, Sean P. Hayes, Patricia LaPierre,
William A. DiBella, Thomas H. Decker, Kevin Schottlander, Kenneth M. Dorros,
Wesley Skorski, Edyth M. Brewster, Linda Fazzina, Jennifer Rieber, Donald E.
Miller, Jo McKenzie, Edward J. McCormack, Jr., Natalia Hercot, John Lovkay,
Renee Autorino, Maryann Elkas, Ismael Pinho, S. Robert Pye, Jon Sorenson,
Robin Craig, Niels Pedersen, Michael Ricciardi, Peggy J. McGill and
International Capital Partners, Inc., pursuant to which each person received
the option to purchase certain Shares owned by STFI. All of the Shares owned
by STFI are subject to the various warrant agreements. All of the warrants to
purchase the Shares are currently exercisable on the date hereof and expire on
May 1, 1999. As a result of the Merger, Intermedia has assumed all of STFI's
obligations under the various warrant agreements. See Exhibit 7.1.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
See Exhibit Index.
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SIGNATURES
After due inquiry and to the best of its knowledge and belief, each
of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
INTERMEDIA COMMUNICATIONS INC.
By: /s/ Robert M. Manning
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Name: Robert M. Manning
Title: Senior Vice President, Chief
Financial Officer & Secretary
Dated: March 27, 1998
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION Page No.
7.1 Form of Common Stock Purchase Warrant to Purchase Shared
Technologies Cellular, Inc. Common Stock, Issued by Shared
Technologies Fairchild Inc.
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EXHIBIT 7.1
THE SECURITIES REPRESENTED BY THIS WARRANT AND ISSUABLE UPON EXERCISE HEREOF
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS, BUT
HAVE BEEN ACQUIRED BY THE REGISTERED HOLDER HEREOF FOR PURPOSES OF INVESTMENT
AND IN RELIANCE ON STATUTORY EXEMPTIONS UNDER THE ACT, AND UNDER ANY
APPLICABLE SECURITIES LAWS. THESE SECURITIES AND THE SECURITIES ISSUED UPON
EXERCISE HEREOF MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED, NOR MAY
THIS WARRANT BE EXERCISED, EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE
PROVISIONS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT; AND IN THE CASE OF AN EXEMPTION ONLY IF
THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION OF ANY SUCH SECURITIES.
Warrant No. STFI- A1 No. of Shares: _____________
(subject to adjustment)
Date of Issuance: December 26, 1995
Void after 5:00 p.m. Eastern time, May 1, 1999
SHARED TECHNOLOGIES FAIRCHILD INC.
Common Stock Purchase Warrant to Purchase
Shared Technologies Cellular, Inc. Common Stock
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SHARED TECHNOLOGIES FAIRCHILD INC. (the "Company"), for value
received, hereby certifies that ____________________, or his/her registered
assigns (the "Registered Holder"), is entitled, subject to the terms set forth
below, to purchase from the Company, at any time or from time to time on or
after the vesting dates indicated below and on or before May 1, 1999 (the
"Exercise Period") at not later than 5:00 p.m. (Eastern time), __________
shares of Common Stock, $0.01 par value per share, of Shared Technologies
Cellular, Inc. ("STC") ("Common Stock") (subject to appropriate adjustment in
the event of any stock dividend, stock split, combination or other similar
recapitalization affecting such Common Stock), at a purchase price per share
of $2.50. The number of shares purchasable upon exercise of this Warrant, and
the purchase price per share, each as adjusted from time to time pursuant to
the provisions of this Warrant, are hereinafter referred to as the "Warrant
Stock" and the "Purchase Price", respectively.
1. Exercise and Vesting.
(a) The purchase right represented by this Warrant may be exercised by
the holder hereof, in whole or in part, by the surrender of this
Warrant (with the purchase form attached hereto as Exhibit 1 duly
executed) at the principal office of the Company and by the payment
to the Company, by check or wire transfer, of an amount equal to the
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then applicable Purchase Price multiplied by the number of shares
then being purchased. The Company agrees that the shares so purchased
shall be deemed to be issued to the holder hereof as the record owner
of such shares as of the close of business on the date on which this
Warrant shall have been surrendered and payment made for such shares
as aforesaid. In the event of any exercise of this Warrant,
certificates for the shares of stock so purchased shall be delivered
to the holder hereof within ten (10) days thereafter and, unless this
Warrant has been fully exercised or expired, a new Warrant
representing the portion of the shares, if any, with respect to which
this Warrant shall not then have been exercised, shall also be issued
to the holder hereof within such ten (10) day period.
(b) This Warrant shall vest May 1, 1997. Notwithstanding the foregoing,
in the event of a change of control of the Company (50% or greater
change in ownership), then this Warrant shall become fully vested at
the time of such change of control.
2. Anti-Dilution Provisions.
(a) Adjustment for Recapitalization. If outstanding shares of STC's
Common Stock shall be subdivided into a greater number of shares or a
dividend in Common Stock shall be paid in respect of Common Stock,
the Purchase Price in effect immediately prior to such subdivision or
at the record date of such dividend shall simultaneously with the
effectiveness of such subdivision or immediately after the record
date of such dividend be proportionately reduced. If outstanding
shares of Common Stock shall be combined into a smaller number of
shares, the Purchase Price in effect immediately prior to such
combination shall, simultaneously with the effectiveness of such
combination, be proportionately increased. When any adjustment is
required to be made in the Purchase Price, the number of shares of
Warrant Stock purchasable upon the exercise of this Warrant shall be
changed to the number determined by dividing (i) an amount equal to
the number of shares issuable upon the exercise of this Warrant
immediately prior to such adjustment, multiplied by the Purchase
Price in effect immediately prior to such adjustment, by (ii) the
Purchase Price in effect immediately after such adjustment.
(b) Adjustment for Reorganization, Consolidation, Merger, Etc. If there
shall occur any capital reorganization or reclassification of STC's
Common Stock (other than a change in par value or a subdivision or
combination as provided for in subsection 2(a) above), or any
consolidation or merger of STC with or into another corporation, or a
transfer of all or substantially all of the assets of STC, then, as
part of any such reorganization, reclassification, consolidation,
merger or sale, as the case may be, lawful provision shall be made so
that the Registered Holder of this Warrant shall have the right
thereafter to receive upon the exercise hereof the kind and amount of
shares of stock or other securities or property which such Registered
Holder would have been entitled to receive if, immediately prior to
any such reorganization, reclassification, consolidation, merger or
sale, as the case may be, such Registered Holder had held the number
of shares of Common Stock which were then purchasable upon the
exercise of this Warrant. In any such case, appropriate adjustment
(as reasonably determined by STC's Board of Directors) shall be made
in the application of the provisions set forth herein with respect to
the rights and interests thereafter of the Registered Holder of this
Warrant such that the provisions set forth in this Section (including
provisions with respect to adjustment of the Purchase Price) shall
thereafter be applicable, as nearly as is reasonably practicable, in
relation to any shares of stock
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or other securities or property thereafter deliverable upon the
exercise of this Warrant.
3. Limitation on Sales, etc. Each holder of this Warrant acknowledges
that this Warrant and the Warrant Stock have not been registered
under the Securities Act of 1933, as amended (the "Act"), and agrees
not to sell, pledge, distribute, offer for sale, transfer or
otherwise dispose of this Warrant or any Warrant Stock issued upon
its exercise in the absences of (a) an effective registration
statement under the Act as to this Warrant or such Warrant Stock and
registration or qualification of this Warrant or such Warrant Stock
under any applicable Blue Sky or state securities law then in effect,
or (b) an opinion of counsel, satisfactory to the Company, that such
registration and qualification are not required. Each certificate or
other instrument for Warrant Stock issued upon the exercise of this
warrant shall bear a legend substantially to the foregoing effect.
Notwithstanding the foregoing, the Registered Holder may require the
Company to issue a certificate representing the Warrant Stock without a legend
in substitution for a legended certificate representing the Warrant Stock if
either (i) such Warrant Stock has been registered for resale under the Act or
(ii) the Registered Holder has received an opinion of counsel reasonably
satisfactory to the Company that such registration is not required with
respect to such Warrant Stock.
4. No Impairment. The Company will not, by amendment of its charter or
through reorganization, consolidation, merger, dissolution, sale of
assets or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but
will at all times in good faith assist in the carrying out of all
such terms and in the taking of all such action as may be necessary
or appropriate in order to protect the rights of the holder of this
Warrant against impairment.
5. Reservation of Shares. The Company will at all times reserve for
issuance and delivery upon exercise of this Warrant all shares of
Warrant Stock or other shares of capital stock of STC from time to
time receivable upon exercise of this Warrant. All such shares shall
be duly authorized and, when issued upon such exercise, shall be
validly issued, fully paid and non-assessable and free of all
preemptive rights.
6. Exchange of Warrants. Upon the surrender by the Registered Holder of
any Warrant or Warrants, properly endorsed, to the Company at the
principal office of the Company, the Company will, subject to the
provisions of Section 3 hereof, issue and deliver to or upon the
order of such Holder, at the Company's expense, a new Warrant or
Warrants of like tenor, in the name of such Registered Holder or as
such Registered Holder (upon payment by such Registered Holder of any
applicable transfer taxes) may direct, calling in the aggregate on
the face or faces thereof for the number of shares of Common Stock
called for on the face or faces of the Warrant or Warrants so
surrendered.
7. Replacement of Warrants. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant and (in the case of loss, theft or
destruction) upon delivery of an indemnity agreement (with surety if
reasonably required) in an amount reasonably satisfactory to the
Company, or (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company will issue, in lieu
thereof, a new Warrant of like tenor.
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8. Transfers, etc.
(a) The Company will maintain a register containing the names and
addresses of the Registered Holders of this Warrant. Any Registered
Holder may change its or his address as shown on the warrant register
by written notice to the Company requesting such change.
(b) Subject to the provisions of Section 3 hereof, this Warrant and all
rights hereunder are transferable, in whole or in part, upon
surrender of this Warrant with a properly executed assignment (in the
form of Exhibit 2 hereto) at the principal office of the Company.
(c) Until any transfer of this Warrant is made in the warrant register,
the Company may treat the Registered Holder of this Warrant as the
absolute owner hereof for all purposes; provided, however, that if
and when this Warrant is properly assigned in blank, the Company may
(but shall not be obligated to) treat the bearer hereof as the
absolute owner hereof for all purposes, notwithstanding any notice to
the contrary.
9. Mailing of Notices, etc. All notices and other communications from
the Company to the Registered Holder of this Warrant shall be mailed
by first-class certified or registered mail, postage prepaid, to the
address furnished to the Company in writing by the last Registered
Holder of this Warrant who shall have furnished an address to the
Company in writing. All notices and other communications from the
Registered Holder of this Warrant or in connection herewith to the
Company shall be mailed by first-class certified or registered mail,
postage prepaid, to the Company at its principal office set forth
below. If the Company should at any time change the location of its
principle office to a place other than as set forth below, it shall
give prompt written notice to the Registered Holder of this Warrant
and thereafter all references in this Warrant to the location of its
principal office at the particular time shall be as so specified in
such notice.
10. No Rights as Stockholder. Until the exercise of this Warrant, the
Registered Holder of this Warrant shall not have or exercise any
rights by virtue hereof as a stockholder of STC.
11. Change or Waiver. Any term of this Warrant may be changed or waived
only by an instrument in writing signed by the party against which
enforcement of the change or waiver is sought.
12. Headings. The headings in this Warrant are for purposes of reference
only and shall not limit or otherwise affect the meaning of any
provision of this Warrant.
13. Governing Law. This Warrant will be governed by and construed in
accordance with the laws of the State of Delaware without regard to
conflict-of-laws principles which would require the application of
the laws of another jurisdiction.
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed and issued by its officers.
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[Corporate Seal] SHARED TECHNOLOGIES FAIRCHILD INC.
By: /s/Vincent DiVincenzo
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Vincent DiVincenzo
Senior Vice President
100 Great Meadow Road
Suite 104
Wethersfield, CT 06109
ATTEST:
/s/Kenneth M. Dorros
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EXHIBIT 1
PURCHASE FORM
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To: Dated:
The undersigned, pursuant to the provisions set forth in the attached
Warrant [No. ], hereby irrevocably elects to purchase [ ] shares of the Common
Stock covered by such Warrant and herewith makes payment of [$ ], representing
the full purchase price for such shares at the price per share provided for in
such Warrant.
Signature____________________________
Address:_____________________________
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EXHIBIT 2
ASSIGNMENT FORM
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FOR VALUE RECEIVED, [ ]
hereby sells, assigns and transfers all of the rights of the undersigned under
the attached Warrant [No. ] with respect to the number of shares of Common
Stock covered thereby set forth below, unto:
Name of Assignee Address No. of Shares
Dated:__________________________ Signature__________________________
__________________________
________________________________ Witness __________________________
