<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
INTERMEDIA COMMUNICATIONS INC.
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $ 0.01 PER SHARE
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
458801107
-----------------------------
(CUSIP NUMBER)
KKR 1996 FUND L.P., KKR PARTNERS II, L.P., KKR ASSOCIATES
1996 L.P., KKR 1996 GP LLC, KKR ASSOCIATES (STRATA) L.P.,
STRATA LLC, ICI VENTURES LLC
C/O KOHLBERG KRAVIS ROBERTS & CO.
9 WEST 57TH STREET, NEW YORK, NEW YORK 10019 (212) 750-8300
- --------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS)
FEBRUARY 17, 2000
---------------------------
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
IF THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON SCHEDULE 13G TO REPORT
THE ACQUISITION WHICH IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS FILING THIS
SCHEDULE BECAUSE OF RULE 13d-1(b)(3) OR (4), CHECK THE FOLLOWING BOX / /.
NOTE: SIX COPIES OF THIS STATEMENT, INCLUDING ALL EXHIBITS, SHOULD BE FILED WITH
THE COMMISSION. SEE RULE 13d-1(a) FOR OTHER PARTIES TO WHOM COPIES ARE TO BE
SENT.
*THE REMAINDER OF THIS COVER PAGE SHALL BE FILLED OUT FOR A REPORTING PERSON'S
INITIAL FILING ON THIS FORM WITH RESPECT TO THE SUBJECT CLASS OF SECURITIES, AND
FOR ANY SUBSEQUENT AMENDMENT CONTAINING INFORMATION WHICH WOULD ALTER
DISCLOSURES PROVIDED IN A PRIOR COVER PAGE.
THE INFORMATION REQUIRED ON THE REMAINDER OF THIS COVER PAGE SHALL NOT BE DEEMED
TO BE "FILED" FOR THE PURPOSE OF SECTION 18 OF THE SECURITIES EXCHANGE ACT OF
1934 ("ACT") OR OTHERWISE SUBJECT TO THE LIABILITIES OF THAT SECTION OF THE ACT
BUT SHALL BE SUBJECT TO ALL OTHER PROVISIONS OF THE ACT (HOWEVER, SEE THE
NOTES).
PAGE 1 of 26 PAGES
<PAGE>
SCHEDULE 13D
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CUSIP NO. 458801107 PAGE 2 OF 26 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KKR 1996 FUND L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
----------------------------------------------------------------------
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO, AF (SEE ITEM 3)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
0
NUMBER OF -------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 12.7%
EACH -------------------------------------------------------
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
12.7%
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12.7%
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
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CUSIP NO. 458801107 PAGE 3 OF 26 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KKR PARTNERS II, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO, AF (SEE ITEM 3)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH 12.7%
REPORTING -----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
12.7%
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12.7%
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
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CUSIP NO. 458801107 PAGE 4 OF 26 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KKR ASSOCIATES 1996 L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO, AF (SEE ITEM 3)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------------------
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH 12.7%
REPORTING ------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
12.7%
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12.7%
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
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CUSIP NO. 458801107 PAGE 5 OF 26 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KKR 1996 GP LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO, AF (SEE ITEM 3)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------------------
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH 12.7%
REPORTING ------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
12.7%
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12.7%
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
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CUSIP NO. 458801107 PAGE 6 OF 26 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KKR ASSOCIATES (STRATA) L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO, AF (SEE ITEM 3)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------------------
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH 12.7%
REPORTING ------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
12.7%
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12.7%
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
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CUSIP NO. 458801107 PAGE 7 OF 26 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STRATA LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO, AF (SEE ITEM 3)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------------------
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH 12.7%
REPORTING ------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
12.7%
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12.7%
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
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CUSIP NO. 458801107 PAGE 8 OF 26 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ICI VENTURES LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO, AF (SEE ITEM 3)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------------------
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH 12.7%
REPORTING ------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
12.7%
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12.7%
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
Page 9 of 26 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of common stock,
$0.01 par value per share ("Issuer Common Stock"), of Intermedia
Communications Inc., a Delaware corporation (the "Issuer"). The
principal executive offices of the Issuer are located at 3625 Queen
Palm Drive, Tampa, Florida 33619.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed jointly by KKR 1996
Fund L.P., a Delaware limited partnership ("KKR 1996 Fund"), KKR
Associates 1996 L.P., a Delaware limited partnership ("KKR Associates
1996"), KKR 1996 GP LLC, a Delaware limited liability company ("KKR
1996 LLC"), KKR Partners II, L.P., a Delaware limited partnership ("KKR
Partners"), KKR Associates (Strata) L.P., a Delaware limited
partnership ("KKR Associates Strata"), Strata LLC, a Delaware limited
liability company ("Strata LLC"), and ICI Ventures LLC, a Delaware
limited liability company ("ICI Ventures" and, together with KKR 1996
Fund, KKR Associates 1996, KKR 1996 LLC, KKR Partners, KKR Associates
Strata and Strata LLC, the "Reporting Persons"). The agreement among
the Reporting Persons relating to the joint filing of this statement is
attached as Exhibit 1 hereto.
ICI Ventures was formed to effect the transaction
described in Item 4 below and has not engaged in any activities other
than incident to its formation and such transactions. KKR 1996 Fund and
KKR Partners are the sole members of ICI Ventures.
KKR Associates 1996 is the sole general partner of KKR 1996
Fund, and KKR 1996 LLC is the sole general partner of KKR Associates 1996. KKR
Associates Strata is the sole general partner of KKR Partners, and Strata LLC is
the sole general partner of KKR Associates Strata. Each of KKR 1996 Fund and KKR
Partners is principally engaged in the business of investing in other companies.
Each of KKR Associates 1996, KKR 1996 LLC, KKR Associates Strata and Strata LLC
is
<PAGE>
Page 10 of 26 Pages
principally engaged in the business of investing in other companies through
partnerships and limited liability companies.
The address of the principal business and office of each of the
Reporting Persons is 9 West 57th Street, New York, New York 10019.
Messrs. Henry R. Kravis and George R. Roberts are the managing members
of KKR 1996 LLC and members of the executive committee of Strata LLC. The other
members of each of KKR 1996 LLC and Strata LLC are Robert I. MacDonnell, Paul E.
Raether, Michael W. Michelson, James H. Greene, Jr., Michael T. Tokarz, Perry
Golkin, Scott M. Stuart and Edward A. Gilhuly. Messrs. Kravis, Roberts,
MacDonnell, Raether, Michelson, Greene, Tokarz, Golkin, Stuart and Gilhuly are
each United States citizens, and the present principal occupation or employment
of each is as a managing member or member of KKR & Co. L.L.C., a Delaware
limited liability company which is the general partner of Kohlberg Kravis
Roberts & Co. L.P. ("KKR"), a private investment firm, the addresses of which
are 9 West 57th Street, New York, New York 10019, 2800 Sand Hill Road, Suite
200, Menlo Park, California 94025 and 3 St. James Square, London, SW1Y 4JU,
England. The business address of Messrs. Kravis, Raether, Tokarz, Golkin and
Stuart is 9 West 57th Street, New York, New York 10019; the business address of
Messrs. Roberts, MacDonnell, Michelson and Greene is 2800 Sand Hill Road, Suite
200, Menlo Park, California 94025; and the business address of Mr. Gilhuly is 3
St. James Square, London, SW1Y 4JU, England.
During the last five years, none of the Reporting Persons nor,
to the best knowledge of the Reporting Persons, any of the other persons named
in this Item 2: (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors); or (ii) was 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
<PAGE>
Page 11 of 26 Pages
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The funds used in connection with the purchase of the Securities (as
defined in Item 4) consisted of $200,000,000. These funds were provided from
general funds available to ICI Ventures and its affiliates.
ITEM 4. PURPOSE OF TRANSACTION.
PURCHASE AGREEMENT; TERMS OF THE SERIES G STOCK
Pursuant to a Purchase Agreement, dated as of January 11, 2000 (the
"Purchase Agreement"), between the Issuer and ICI Ventures, on February 17,
2000, ICI Ventures purchased an aggregate of 200,000 shares of the Issuer's 7%
Series G Junior Convertible Participating Preferred Stock (the "Series G Stock")
and warrants to purchase initially up to 2,000,000 shares of Issuer Common Stock
(the "Warrants," and together with the Series G Stock, the "Securities") for an
aggregate purchase price of $200,000,000. Each share of Series G Stock is
convertible at any time at the holder's option, in lots of 100 shares of Series
G Stock or integral multiples thereof, at an initial conversion price of $36.00
per share into a total of 5,555,556 shares of Issuer Common Stock, subject to
anti-dilution adjustments. The Warrants were issued pursuant to two separate
warrant agreements, one reflecting Warrants to purchase up to 1,000,000 shares
of Issuer Common Stock at $40.00 per share and one reflecting Warrants to
purchase up to 1,000,000 shares of Issuer Common Stock at $45.00 per share, in
each case subject to anti-dilution adjustments.
The Series G Stock ranks senior to Issuer Common Stock, on a
parity with the Issuer's Series D Junior Convertible Preferred Stock, Series E
Junior Convertible Preferred Stock and Series F Junior Convertible Preferred
Stock and junior to the Issuer's Series B Redeemable Exchangeable
<PAGE>
Page 12 of 26 Pages
Preferred Stock (the "Series B Stock"). Holders of the Series G Stock will be
entitled to receive dividends, at a rate per annum equal to seven percent of the
Liquidation Preference (as defined below) per share plus all compounded,
accumulated but unpaid dividends, payable and compounded quarterly. The
dividends will be payable either (i) in cash, (ii) in shares of Issuer Common
Stock (based on the average price per share of the Issuer Common Stock over a
specified period, calculated in accordance with the terms of Certificate of
Designation of Voting Power, Designation Preferences and Relative,
Participating, Optional and Other Special Rights and Qualifications, Limitations
and Restrictions (the "Certificate of Designation")) or (iii) through any
combination of the foregoing, at the option of the Issuer. In addition, when and
if the board of directors of the Issuer (the "Board") declares dividends on the
Issuer Common Stock, holders of the Series G Stock are entitled to receive the
amount of dividends as would have been payable to such holders if such shares
had been converted into Issuer Common Stock.
Each holder of Series G Stock is entitled to the number of
votes equal to the number of whole shares of Issuer Common Stock into which all
of such holder's shares of Series G Stock are convertible, with respect to all
matters submitted for stockholder approval. Except as provided by law or by the
express terms of the Series G Stock, such holders vote together with holders of
the Issuer Common Stock as a single class.
Until less than 100,000 shares of Series G Stock remain
outstanding, the holders of a majority of the outstanding Series G Stock, voting
together as a single class, are entitled to elect two members to the Board and
the designees of the holders will have the right to receive certain financial
information from the Issuer. For so long as more than 100,000 shares of Series G
Stock remain outstanding, the Board shall not consist of more than 10 members,
plus any additional members elected by the holders of the Series G Stock
following an Event of Default (as defined below). Effective February
<PAGE>
Page 13 of 26 Pages
17, 2000, James H. Greene, Jr., a member of KKR 1996 LLC and Strata LLC, and
Alex Navab, an executive of KKR, were appointed to the Board by the directors of
the Issuer.
Under the terms of the Purchase Agreement, if at any time
there are no longer more than 100,000 shares of Series G Stock outstanding, and
at such time, (i) ICI Ventures and its affiliates hold in the aggregate at least
3,780,000 shares of Issuer Common Stock (assuming conversion of all shares of
Series G Stock and exercise of all Warrants), ICI Ventures will have the right
to appoint two members of the Board or (ii) ICI Ventures and its affiliates hold
in the aggregate at least 1,890,000 shares of Issuer Common Stock (assuming
conversion of all shares of Series G Stock and exercise of all Warrants), ICI
Ventures will have the right to appoint one member to the Board. For so long as
ICI Ventures (or any transferee to whom the rights under this paragraph are
assigned) continues to have the rights described in this paragraph, the Issuer
shall cause the Board to consist of no more than 10 members (or 12 members
following an Event of Default). In addition, for so long as ICI Ventures and its
affiliates hold in the aggregate at least 1,320,000 shares of Issuer Common
Stock (assuming conversion of all shares of Series G Stock and exercise of all
Warrants), ICI Ventures will have the right to receive certain financial
information from the Issuer.
Pursuant to the Purchase Agreement, no transferee of ICI
Ventures or any such transferee will have any rights or obligations with respect
to the governance provisions contained in the Purchase Agreement and described
in the preceding paragraph, except that ICI Ventures, in its sole discretion,
may assign all or a portion of such rights and obligations to a transferee of
ICI Ventures and its affiliates that acquires at least 50% of the shares of
Issuer Common Stock purchased by ICI Ventures pursuant to the Purchase Agreement
(assuming the conversion of the Series G Stock and exercise of the Warrants).
Such transferee may further transfer these rights in accordance with the
provisions set forth in the foregoing sentence. Any transferee will cease to
have the right to elect more than one Board member pursuant to
<PAGE>
Page 14 of 26 Pages
the foregoing provisions at such time as such transferee owns less than 50% of
the Issuer Common Stock acquired by ICI Ventures pursuant to the Purchase
Agreement (assuming the conversion of the Series G Stock and exercise of the
Warrants), and such transferee will cease to have the right to elect any Board
members pursuant to the foregoing provisions at such time as such transferee
owns less than 25% of the Issuer Common Stock acquired by ICI Ventures pursuant
to the Purchase Agreement (assuming the conversion of the Series G Stock and
exercise of the Warrants).
For so long as any shares of Series G Stock are outstanding,
the approval of the holders of at least a majority of the outstanding Series G
Stock, voting together as a single class, shall be required for the Issuer to
take certain actions, including: (i) any amendment or alteration to the terms of
the Certificate of Designation in any manner that adversely affects the Series G
Stock; (ii) any increase or decrease in the total number of authorized or
outstanding shares of Series G Stock; (iii) any amendment or alteration of the
Issuer's constituent documents in a manner that adversely affects the Series G
Stock; (iv) the consummation of a liquidation, dissolution or winding up other
than in connection with a sale of all or substantially all of the assets of the
Issuer, or a Sale of the Issuer (as defined below); or (v) any other actions
that require a vote of the holders of the Series G Stock under Delaware law.
In addition, for so long as at least 100,000 shares of Series
G Stock are outstanding, the approval of the holders of at least a majority of
the Series G Stock, voting together as a single class, shall be required for the
Issuer to take the following actions: (i) the authorization or issuance of
securities ranking senior to the Series G Stock as to dividend distributions and
distributions upon liquidation, or securities convertible into such senior
securities, except as dividends on the Series B Stock; (ii) the consummation of
the sale of all or substantially all of its assets, or a merger or consolidation
of the Issuer unless (x) the Issuer is the surviving entity and no change is
made in the rights and preferences of the Series G Stock or (y) if the Issuer is
not the surviving entity, (A) the resulting entity is a U.S. corporation
<PAGE>
Page 15 of 26 Pages
and (B) the Series G Stock becomes shares of such resulting entity with the same
(or more favorable) rights and preferences as the Series G Stock (such
transaction, a "Sale of the Issuer"); and (iii) the redemption or other
acquisition of shares of Issuer Common Stock or the Issuer's preferred stock,
subject to certain exceptions.
Furthermore, without the consent of each holder affected, the
Issuer may not, by way of an amendment or waiver of its Certificate of
Incorporation or the Certificate of Designation, with respect to any shares of
Series G Stock held by a non-consenting holder: (i) alter the voting rights with
respect to the Series G Stock or reduce the percentage of shares of Series G
Stock whose holders must consent to an amendment, supplement or waiver; (ii)
reduce the Liquidation Preference or the amount that holders of shares of Series
G Stock would receive had they converted such shares into Issuer Common Stock
immediately prior to the Issuer's liquidation or dissolution; (iii) reduce the
rate of or timing for payment of dividends on the Series G Stock; (iv) alter the
form of consideration payable upon conversion of shares of Series G Stock; or
(v) alter the provisions of the Certificate of Designation relating to waivers
of the rights of holders of shares of Series G Stock to receive (A) dividends,
(B) the Liquidation Preference or (C) payment upon liquidation.
If any of the following events occurs (each, an "Event of
Default"), then the Board will automatically increase by two members and the
holders of the Series G Stock, voting as a single class, will have the right to
elect two additional members to the Board, who will serve until such time as the
Issuer pays in full all dividends in arrears and any other default is cured or
waived. The Events of Default are: (i) failure of the Issuer to pay any dividend
on the Series G Stock when due and the continuation of such failure for a period
of five business days; (ii) failure of the Issuer to satisfy any liquidation
payment obligation or redemption or repurchase obligation (as described below)
with respect to the Series G Stock; (iii) failure of the Issuer to comply in all
material respects with certain specified material covenants
<PAGE>
Page 16 of 26 Pages
contained in the Purchase Agreement and the Registration Rights Agreement
between the Issuer and ICI Ventures, dated as of February 17, 2000 (the
"Registration Rights Agreement"), the terms of which are described below and the
continuation of such failure for 45 consecutive days after notice; (iv) the
Issuer's payment default under any instrument of indebtedness that results in
acceleration of indebtedness of the Issuer aggregating $5,000,000 or more; and
(v) the Issuer's (A) bankruptcy, receivership, assignment for the benefit of
creditors or liquidation, or (B) acceleration of any third party obligations or
unsatisfied judgments in excess of $1,000,000 that are not satisfied, discharged
or stayed within 30 days.
If permitted by the terms of the Issuer's outstanding
indebtedness, at any time (i) after February 17, 2005, (ii) after an Event of
Default which has not been cured or (iii) within 45 days after consummation of a
Significant Event (as defined below), holders of a majority of the outstanding
shares of Series G Stock may, at their option, require the Issuer to redeem all
of the outstanding shares of Series G Stock. The per share redemption price will
equal the sum of the Liquidation Preference plus all compounded, accumulated but
unpaid dividends. If the terms of the Issuer's outstanding indebtedness do not
permit payment of all or any portion of the redemption price in cash, then any
shares of Series G Stock that may be redeemed in cash shall be redeemed for
cash, and the remainder of the outstanding shares of Series G Stock shall be
automatically converted into the number of shares of Issuer Common Stock at a
rate equal to the redemption price for such shares divided by the market price
per share of Issuer Common Stock over a specified period. Significant Events
include: (i) the directors comprising the Board at the beginning of any
consecutive two-year period, together with any directors whose nomination for
election to the Board was approved by the majority of such directors, ceasing to
constitute the majority of the Board at the end of such two-year period; (ii)
any business combination where (A) the stockholders of the Issuer immediately
prior to such transaction cease to own at least 50% of the voting securities of
the surviving entity or (B) any entity or "group" (as defined in Section
13(d)(3) of the Securities
<PAGE>
Page 17 of 26 Pages
Exchange Act of 1934, as amended (the "Exchange Act")) becomes the beneficial
owner of more than 50% of the voting securities of the surviving entity or
such entity's ultimate parent; (iii) any transfer of more than 50% of the
Issuer's voting power to any entity or group; (iv) the sale of all or
substantially all of the Issuers' assets; or (v) any liquidation, dissolution
or winding up of the Issuer.
The Series G Stock is not redeemable by the Issuer prior to
February 17, 2005. After February 17, 2005, upon not less than 30 nor more than
60 days' notice, the Issuer may redeem all of the outstanding shares of Series G
Stock. The redemption price per share, which is expressed as a percentage of the
Liquidation Preference, will be 103.50% if the shares are redeemed during the
12-month period commencing on February 17, 2005; 102.34% if the shares are
redeemed during the 12-month period commencing on February 17, 2006; 101.17% if
the shares are redeemed during the 12-month period commencing on February 17,
2007; and 100.00% if the shares are redeemed on February 17, 2008 or thereafter.
At the Issuer's option, the redemption price will be payable either in cash or
in shares of Issuer Common Stock (based on the market price per share of Issuer
Common Stock over a specified period).
Upon the occurrence of a "change of control" (as such term is defined
in the Certificate of Designation), the Issuer is required to make an offer to
each holder of shares of Series G Stock to redeem all or any part of such
holder's shares. The redemption price will be equal to the sum of the aggregate
Liquidation Preference for such shares plus all accumulated but unpaid dividends
to the date of the repurchase. If the terms of the Issuer's outstanding
indebtedness do not permit payment of all or any portion of the redemption price
in cash, then any shares of Series G Stock that may be redeemed in cash shall be
redeemed for cash, and the remainder of the outstanding shares of Series G Stock
shall be automatically converted into shares of Issuer Common Stock at a rate
equal to the redemption price for such shares divided by the market price per
share of Issuer Common Stock over a specified period. The Issuer may not redeem
the shares of Series G Stock for cash upon a change of control until all similar
<PAGE>
Page 18 of 26 Pages
change of control payments required under the Issuer's outstanding indebtedness
and its securities ranking senior to the Series G Stock have been made in full.
Upon the liquidation, dissolution or winding up of the Issuer,
holders of shares of Series G Stock will be entitled to a liquidation preference
per share in an amount equal to the greater of (i) the sum of $1,000 per share
(the "Liquidation Preference") plus all compounded, accrued but unpaid dividends
thereon and (ii) the amount that would have been payable if such holders had
converted their shares, including accrued but unpaid dividends thereon, into
shares of Issuer Common Stock. At the election of the holders of a majority of
the outstanding shares of Series G Stock, a Sale of the Issuer will be deemed a
liquidation, dissolution or winding up of the Issuer. If, after receipt of
notice of such election, the Issuer cannot pay the entire amount due upon
liquidation in cash, the portion of the Liquidation Preference that may be paid
in cash shall be paid in cash, and the remainder of the outstanding shares of
Series G Stock shall automatically convert into shares of Issuer Common Stock at
a rate equal to the market price per share of Issuer Common Stock over a
specified period.
The Purchase Agreement is attached to this Schedule 13D as
Exhibit 3 and is incorporated herein by reference. The terms of the Series G
Stock are set forth in the Certificate of Designation, which is attached to this
Schedule 13D as Exhibit 4 and is incorporated herein by reference.
TERMS OF THE WARRANTS
The Warrants issued pursuant to the two Warrant Agreements, each dated
as of February 17, 2000 (the "Warrant Agreements"), between the Issuer and ICI
Ventures, have identical terms except that the Warrants to purchase up to
1,000,000 shares of Issuer Common Stock issued pursuant to the first Warrant
Agreement have an exercise price of $40.00 per share, subject to anti-dilution
adjustments, and the Warrants to purchase up to 1,000,000 shares of Issuer
Common Stock issued pursuant to the second Warrant Agreement have an exercise
price of $45.00 per share, subject to anti-dilution adjustments. The
<PAGE>
Page 19 of 26 Pages
warrants are exercisable in whole or in part, in lots of 100 shares of Issuer
Common Stock, at any time during the four-year period commencing on February 17,
2000.
The terms of the Warrants are set forth in the Warrant
Agreements, which are attached to this Schedule 13D as Exhibits 5 and 6,
respectively, and are incorporated herein by reference.
REGISTRATION RIGHTS AGREEMENT
Pursuant to the terms of the Purchase Agreement, on February
17, 2000, the Issuer and ICI Ventures entered into the Registration Rights
Agreement. Under the terms of the Registration Rights Agreement, ICI Ventures
and its transferees have the right to require the Issuer to file a registration
statement under the Securities Act of 1933, as amended (the "Securities Act"),
provided that the party making such registration request holds at least 15% of
the aggregate Issuer Common Stock or other securities issued or issuable (i)
upon conversion of the Series G Stock, (ii) upon exercise of the Warrants, (iii)
as dividends or other distributions on the Series G Stock or (iv) with respect
to the securities described in clauses (i) through (iii), by way of a stock
split, stock combination or similar capital event (all such securities, the
"Registrable Securities"). Such holders of Registrable Securities are entitled
to four such "demand" registration rights under the Registration Rights
Agreement. Holders of Registrable Securities also have unlimited "piggyback"
registration rights with respect to the Registrable Securities. These demand and
piggyback registration rights are subject to customary restrictions and
limitations.
The Issuer has agreed to pay all registration expenses in
connection with the registration of the Registrable Securities, except that
underwriting discounts and commissions and transfer taxes, if any, will be at
the holders' expense. Furthermore, in connection with any registration statement
filed pursuant to the Registration Rights Agreement, the Issuer and the holders
have agreed to indemnify each other against certain liabilities, including
certain liabilities under the Securities Act.
<PAGE>
Page 20 of 26 Pages
The Registration Rights Agreement is attached to this 13D as
Exhibit 7 and is incorporated herein by reference.
The Reporting Persons intend to review on a continuing basis
their investment in the Issuer. Subject to the limitations described above, the
Reporting Persons may decide to increase or decrease their investment in the
Issuer depending upon the price and availability of the Issuer's securities,
subsequent developments affecting the Issuer, the Issuer's business and
prospects, other investment and business opportunities available to the
Reporting Persons, general stock market and economic conditions, tax
considerations and other factors.
Other than as described above, none of the Reporting Persons
has any present plans or proposals that relate to or would result in any of the
actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) As of February 17, 2000, ICI Ventures did not
own any shares of Issuer Common Stock. However, pursuant to Rule 13d-3 under
the Exchange Act, ICI Ventures may be deemed to beneficially own 7,555,556
shares of Issuer Common Stock, 5,555,556 shares of which is subject to
issuance upon conversion of the Series G Stock and 2,000,000 shares of which
is subject to issuance upon exercise of the Warrants ICI Ventures acquired
pursuant to the Purchase Agreement. The 7,555,556 shares issuable upon
conversion of the Series G Stock and exercise of the Warrants would
constitute approximately 12.7% of the Issuer Common Stock outstanding upon
such conversion (based on the number of shares of Issuer Common Stock that
the Issuer represented in the Purchase Agreement as being outstanding as of
November 30, 1999).
<PAGE>
Page 21 of 26 Pages
Accordingly, the percentage of the outstanding Issuer Common
Stock beneficially owned by ICI Ventures is approximately 12.7%.
As the sole members of ICI Ventures, KKR 1996 Fund and KKR
Partners have the power to direct the voting of and disposition of any shares of
Issuer Common Stock deemed to be beneficially owned by ICI Ventures. As a
result, KKR 1996 Fund and KKR Partners may be deemed to beneficially own any
shares of Issuer Common Stock deemed to be beneficially owned by ICI Ventures.
KKR Associates 1996, as the sole general partner of KKR 1996
Fund, has the power to direct the voting of and disposition of any shares of
Issuer Common Stock deemed to be beneficially owned by KKR 1996 Fund. KKR
Associates Strata, as the sole general partner of KKR Partners, has the power to
direct the voting of and disposition of any shares of Issuer Common Stock deemed
to be beneficially owned by KKR Partners. As a result, KKR Associates 1996 and
KKR Associates Strata may be deemed to beneficially own any shares of Issuer
Common Stock deemed to be beneficially owned by KKR 1996 Fund and KKR Partners,
respectively.
KKR 1996 LLC, as the sole general partner of KKR Associates
1996, has the power to direct the voting of and disposition of any shares of
Issuer Common Stock deemed to be beneficially owned by KKR Associates 1996. As a
result, KKR 1996 LLC may be deemed to beneficially own any shares of Issuer
Common Stock deemed to be beneficially owned by KKR Associates 1996.
Strata LLC, as the sole general partner of KKR Associates
Strata, has the power to direct the voting of and disposition of any shares of
Issuer Common Stock deemed to be beneficially owned by KKR Associates Strata. As
a result, Strata LLC may be deemed to beneficially own any shares of Issuer
Common Stock deemed to be beneficially owned by KKR Associates Strata.
As a member of each of KKR 1996 LLC and Strata LLC, each of
Messrs. Kravis, Roberts, MacDonnell, Raether, Michelson, Greene, Tokarz, Golkin,
Stuart and Gilhuly may be deemed to
<PAGE>
Page 22 of 26 Pages
beneficially own any shares of Issuer Common Stock that KKR 1996 LLC and Strata
LLC may beneficially own or be deemed to beneficially own. Each such individual
disclaims beneficial ownership of such shares. Neither the filing of this
Schedule 13D nor any of its contents shall be deemed to constitute an admission
that any Reporting Person is the beneficial owner of the Issuer Common Stock
referred to herein for purposes of Section 13(d) of the Exchange Act or for any
other purpose, and such beneficial ownership is expressly disclaimed.
(c) Except as set forth in this Item 5, to the best knowledge
of each of the Reporting Persons, none of the Reporting Persons and no other
person described in Item 2 hereof has beneficial ownership of, or has engaged in
any transaction during the past 60 days in, any shares of Issuer Common Stock.
(d) No person other than the ICI Ventures has the right to
receive dividends from, or the proceeds from the sale of, the shares of Issuer
Common Stock referred to in this Item 5.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Except as set forth in Item 4 of this Statement, to the best
knowledge of the Reporting Persons, there are no other contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any person with respect to any securities of
the Issuer, including but not limited to, transfer or voting of any of the
securities of the Issuer, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies, or a pledge or contingency the occurrence of which would
give another person voting power over the securities of the Issuer.
<PAGE>
Page 23 of 26 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement, dated February 25, 2000,
among ICI Ventures LLC, KKR 1996 Fund L.P., KKR
Partners II, L.P., KKR Associates 1996 L.P., KKR 1996
GP LLC, KKR Associates (Strata) L.P. and Strata LLC
relating to the filing of a joint statement on
Schedule 13D.
2. Power of Attorney, dated September 20, 1999.
3. Purchase Agreement, dated as of December 20, 1999,
between Intermedia Communications Inc. and ICI
Ventures LLC (incorporated by reference to Exhibit
10.1 to Intermedia Communication Inc.'s Current
Report on Form 8-K, dated February 17, 2000 (the
"Form 8-K")).
4. Certificate of Designation of 7% Series G Junior
Convertible Participating Preferred Stock
(incorporated by reference to Exhibit 4.1 to the Form
8-K).
5. Warrant Agreement, dated as of February 17, 2000,
between Intermedia Communications Inc. and ICI
Ventures LLC (incorporated by reference to Exhibit
4.3 to the Form 8-K).
6. Warrant Agreement, dated as of February 17, 2000,
between Intermedia Communications Inc. and ICI
Ventures LLC (incorporated by reference to Exhibit
4.2 to the Form 8-K).
7. Registration Rights Agreement, dated as of February
17, 2000, between Intermedia Communications Inc. and
ICI Ventures LLC (incorporated by reference to
Exhibit 4.4 to the Form 8-K).
<PAGE>
Page 24 of 26 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is true,
complete and correct.
ICI VENTURES LLC
By: KKR 1996 Fund L.P., Member
By: KKR Associates 1996 L.P., its General Partner
By: KKR 1996 GP LLC, its General Partner
By: /s/ William J. Janetschek
---------------------------------------------
Name: William J. Janetschek
Title: Attorney-in-fact for Henry R. Kravis
KKR 1996 FUND L.P.
By: KKR Associates 1996 L.P., its General Partner
By: KKR 1996 GP LLC, its General Partner
By: /s/ William J. Janetschek
---------------------------------------------
Name: William J. Janetschek
Title: Attorney-in-fact for Henry R. Kravis
KKR PARTNERS II, L.P.
By: KKR Associates (Strata) L.P.,
its General Partner
By: Strata LLC, General Partner
By: /s/ William J. Janetschek
--------------------------------------------
Name: William J. Janetschek
Title: Attorney-in-fact for Henry R. Kravis
KKR ASSOCIATES 1996 L.P.
By: KKR 1996 GP LLC, its General Partner
By: /s/ William J. Janetschek
--------------------------------------------
Name: William J. Janetschek
Title: Attorney-in-fact for Henry R. Kravis
<PAGE>
Page 25 of 26 Pages
KKR ASSOCIATES (STRATA) L.P.
By: Strata LLC, its General Partner
By: /s/ William J. Janetschek
--------------------------------------------
Name: William J. Janetschek
Title: Attorney-in-fact for Henry R. Kravis
KKR 1996 GP LLC
By: /s/ William J. Janetschek
--------------------------------------------
Name: William J. Janetschek
Title: Attorney-in-fact for Henry R. Kravis
STRATA LLC
By: /s/ William J. Janetschek
--------------------------------------------
Name: William J. Janetschek
Title: Attorney-in-fact for Henry R. Kravis
Dated: February 25, 2000
<PAGE>
Page 26 of 26 Pages
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION OF EXHIBITS
<S> <C>
1. Joint Filing Agreement, dated February 25, 2000,
among ICI Ventures LLC, KKR 1996 Fund L.P., KKR
Partners II, L.P., KKR Associates 1996 L.P., KKR 1996
GP LLC, KKR Associates (Strata) L.P. and Strata LLC
relating to the filing of a joint statement on
Schedule 13D.
2. Power of Attorney, dated September 20, 1999.
3. Purchase Agreement, dated as of December 20, 1999,
between Intermedia Communications Inc. and ICI
Ventures LLC (incorporated by reference to Exhibit
10.1 to Intermedia Communication Inc.'s Current
Report on Form 8-K, dated February 17, 2000 (the
"Form 8-K")).
4. Certificate of Designation of 7% Series G Junior
Convertible Participating Preferred Stock
(incorporated by reference to Exhibit 4.1 to the Form
8-K).
5. Warrant Agreement, dated as of February 17, 2000,
between Intermedia Communications Inc. and ICI
Ventures LLC (incorporated by reference to Exhibit
4.3 to the Form 8-K).
6. Warrant Agreement, dated as of February 17, 2000,
between Intermedia Communications Inc. and ICI
Ventures LLC (incorporated by reference to Exhibit
4.2 to the Form 8-K).
7. Registration Rights Agreement, dated as of February 17, 2000,
between Intermedia Communications Inc. and ICI Ventures LLC
(incorporated by reference to Exhibit 4.4 to the Form 8-K).
</TABLE>
<PAGE>
EXHIBIT 1
JOINT FILING AGREEMENT
We, the signatories of the Statement on Schedule 13D to which
this Agreement is attached, hereby agree that such statement is, and any
amendments thereto filed by any of us will be, filed on behalf of each of us.
ICI VENTURES LLC
By: KKR 1996 Fund L.P., Member
By: KKR Associates 1996 L.P., its General Partner
By: KKR 1996 GP LLC, its General Partner
By: /s/ William J. Janetschek
------------------------------------------------
Name: William J. Janetschek
Title: Attorney-in-fact for Henry R. Kravis
KKR 1996 FUND L.P.
By: KKR Associates 1996 L.P., its General Partner
By: KKR 1996 GP LLC, its General Partner
By: /s/ William J. Janetschek
-----------------------------------------------
Name: William J. Janetschek
Title: Attorney-in-fact for Henry R. Kravis
KKR PARTNERS II, L.P.
By: KKR Associates (Strata) L.P., its General Partner
By: Strata LLC, General Partner
By: /s/ William J. Janetschek
-----------------------------------------------
Name: William J. Janetschek
Title: Attorney-in-fact for Henry R. Kravis
<PAGE>
KKR ASSOCIATES 1996 L.P.
By: KKR 1996 GP LLC, its General Partner
By: /s/ William J. Janetschek
-----------------------------------------------
Name: William J. Janetschek
Title: Attorney-in-fact for Henry R. Kravis
KKR ASSOCIATES (STRATA) L.P.
By: Strata LLC, its General Partner
By: /s/ William J. Janetschek
-----------------------------------------------
Name: William J. Janetschek
Title: Attorney-in-fact for Henry R. Kravis
KKR 1996 GP LLC
By: /s/ William J. Janetschek
----------------------------------------------
Name: William J. Janetschek
Title: Attorney-in-fact for Henry R. Kravis
STRATA LLC
By: /s/ William J. Janetschek
-----------------------------------------------
Name: William J. Janetschek
Title: Attorney-in-fact for Henry R. Kravis
Dated: February 25, 2000
<PAGE>
EXHIBIT 2
POWER OF ATTORNEY
Know all men by these presents that Henry R. Kravis does hereby make,
constitute and appoint William J. Janetschek and Richard J. Kreider, or
either one of them, as a true and lawful attorney-in-fact of the undersigned
with full powers of substitution and revocation, for and in the name, place
and stead of the undersigned (both in the undersigned's individual capacity
and as a member of any limited liability company or limited partnership for
which the undersigned is otherwise authorized to sign), to execute and
deliver such forms as may be required to be filed from time to time with the
Securities and Exchange Commission with respect to any investments of KKR
Associates, L.P., KKR Associates 1996 L.P., KKR Associates II (1996) Limited
Partnership, KKR Associates (Strata) L.P., KKR Associates (KLC) L.P., and KKR
Associates (NXS) L.P. (including any amendments or supplements to any
reports, forms or schedules previously filed by such persons or entities):
(i) pursuant to Sections 13(d) and 16(a) of the Securities Exchange Act of
1934, as amended (the "Act"), including without limitation, Schedule 13D,
Schedule 14G, statements on Form 3, Form 4 and Form 5 and (ii) in connection
with any applications for EDGAR access codes, including without limitation
the Form ID.
/s/ Henry R. Kravis
-----------------------------------
Name: Henry R. Kravis
September 20, 1999
- ----------------------
Date
