INTERMEDIA COMMUNICATIONS INC
8-K, 1998-05-29
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>   1
                      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): May 27, 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>   2



Item 5.  Other Events

     On May 27, 1998, Intermedia Communications Inc. (the "Company") announced
its private offering of $350 million principal amount of its 8.60% Senior Notes
(the "Senior Notes") which was subsequently increased to $450 million and
closed on May 27, 1998 (the "Private Offering"). The Private Offering was also
amended to include a $50 million over-allotment option that continues to be
outstanding. The net proceeds from the Private Offering will be used to fund up
to 80% of the cost of acquisition or construction by the Company of
telecommunications-related assets. The Senior Notes will not and have not been
registered under the Securities Act of 1933, as amended, or any state
securities or blue sky laws, and may not be offered or sold in the United
States or in any state thereof absent registration or an applicable exemption
from the registration requirements of such laws. 

Item 7.  Financial Statements and Exhibits

Exhibit 99.1               Press Release, dated May 27, 1998.


                                        2

<PAGE>   3



                                    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: May 29, 1998

                                    INTERMEDIA COMMUNICATIONS INC.
                                             (Registrant)



                                    By: /s/ David C. Ruberg
                                        --------------------------------
                                        Name:  David C. Ruberg
                                        Title: Chairman and Chief Executive
                                               Officer




                                        3

<PAGE>   4



                                  EXHIBIT INDEX


         Exhibit                                                       Page
           No.                       Description                        No.
           ---                       -----------                       ----

       Exhibit 99.1       Press Release, dated May 27, 1998.             5






                                        4


<PAGE>   1


                                                                    Exhibit 99.1

Tampa, Florida (May 27, 1998) - Intermedia Communications Inc. (Nasdaq: ICIX)
today announced its private offering of $350 million principal amount of its
Senior Notes was subsequently increased to $450 million and closed on May 27,
1998. The private offering was also amended to include a $50 million
overallotment option that continues to be outstanding.

The 8.6% Senior Notes are due on June 1, 2008, with interest accruing from May
27, 1998, and payable semi-annually in arrears on June 1 and December 1 of each
year commencing December 1, 1998. The Notes will be redeemable, at the option of
Intermedia, in whole or in part, on or after their date of issuance, and rank
pari passu with all other senior indebtedness.

The net proceeds form the offering of the Senior Notes will be used to fund up
to 80% of the cost of acquisition or construction by the Company of
telecommunications-related assets. A portion of the Company's expansion may
occur through acquisitions (utilizing cash or securities of the Company) as an
alternative to direct investments in such assets.

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 Communications' 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 services virtually anywhere in
the world.

Intermedia Communications is headquartered in Tampa, Florida, with sales offices
in 81 cities. Intermedia Communications is on the World Wide Web at
http://www.intermedia.com.

                                        5


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