-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FffazlDrL5XctwHciPOGMgYLv6ZBltrOzeXohrYa2zd8nhBFHckR6S2jX2wD8Lb3 VIW4j8xn7wm0dhO9JP1J+w== 0000940180-96-000193.txt : 19960701 0000940180-96-000193.hdr.sgml : 19960701 ACCESSION NUMBER: 0000940180-96-000193 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960628 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960628 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERMEDIA COMMUNICATIONS OF FLORIDA INC CENTRAL INDEX KEY: 0000885067 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 592913586 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20135 FILM NUMBER: 96588098 BUSINESS ADDRESS: STREET 1: 3625 QUEEN PALM DR STREET 2: STE 720 CITY: TAMPA STATE: FL ZIP: 33619 BUSINESS PHONE: 8136210011 8-K 1 FORM 8-K 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): June 28, 1996 ------------- 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) 621-0011 -------------- 9280 Bay Plaza Boulevard, Suite 720, Tampa, Florida 33619 - -------------------------------------------------------------------------------- (Former address, if changed since last report) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On June 28, 1996, Intermedia Communications Inc., a Delaware corporation ("ICI"), acquired the telecommunications division of EMI Communications Corp., a New York corporation ("EMI") and its wholly-owned subsidiaries (collectively with EMI, the "Sellers"), pursuant to the terms of that certain Asset Purchase Agreement, dated as of February 20, 1996, by and among the Sellers, Newhouse Broadcasting Corporation, a New York corporation ("Newhouse") and ICI (the "Asset Purchase Agreement"). (EMI is a wholly-owned subsidiary of Newhouse.) The Asset Purchase Agreement as originally executed and the amendment to it are included as Exhibits 2.1 and 2.2 respectively and are hereby incorporated by reference. EMI's telecommunications division, headquartered in Syracuse, New York, is a provider of frame relay based network services and interexchange private lines services primarily in the northeastern United States. For the past several years, ICI has utilized EMI's networks for termination of enhanced network services traffic in EMI's territory. Prior to the acquisition, EMI operated owned and leased microwave and fiber optic digital network capacity in New York, Massachusetts, Vermont, Rhode Island, Connecticut, New Jersey, Pennsylvania, Maryland and the District of Columbia and maintained points of presence for interexchange and enhanced network services in most major cities in these states. Completion of the acquisition approximately doubles the number of enhanced data service locations served directly by ICI. The acquisition also (i) expands ICI's customer base and increases its exposure to interregional customers, (ii) facilitates cross selling of ICI's long distance and local exchange services into this expanded customer base, and (iii) reduces cost by eliminating overlapping facilities, removing duplicate network to network interfaces and creating economies of scale. ICI purchased EMI's telecommunications division in exchange for 937,500 newly and validly issued, fully paid and nonassessable shares of ICI common stock, par value $.01 per share (the "Shares"), issued by ICI to Newhouse. The number of Shares payable to Newhouse was based upon a purchase price of $15,000,000 divided by the average trading price per share of ICI common stock during the twenty-one day period ending on February 14, 1996 (which was equal to $16.00). The Shares were transferred to Newhouse pursuant to an exemption from registration provided for under Section 4(2) of the Securities Act of 1933, as amended. A detailed description of the assets purchased is included in Article II Section 2.1 of the Asset Purchase Agreement. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements of Business Acquired. Financial Statements for the Telecommunications Division of EMI for the years ended July 31 1994 and 1995 and for the six month periods ended January 31, 1995 and 1996 (unaudited) filed as a Supplemental Filing to ICI's Annual Report on Form 10-K for the year ended December 31, 1995 are hereby incorporated by reference. It is impracticable to provide Financial Statements for the Telecommunications Division of EMI for the interim period since the dates of such Financial Statements. Such interim Financial Statements will be filed as soon as practicable, but not later than 60 days after the date hereof. (b) Pro Forma Financial Information. It is impracticable to provide Pro Forma Financial Statements for the Telecommunications Division of EMI. Such Pro Forma Financial Statements will be filed as soon as practicable, but not later than 60 days after the date hereof. (c) Exhibits Number Exhibit - ------ ------- 2.1 Asset Purchase Agreement dated as of February 20, 1996 by and among EMI Communications Corp., Eastern Message, Inc., Eastern Message of New Jersey, Inc., Eastern Message of Pennsylvania, Inc., Eastern Message of Massachusetts, Inc., Eastern Message of Maryland, Inc., Newhouse Broadcasting Corporation and Intermedia Communications Inc. (f/k/a Intermedia Communication of Florida, Inc.) (the "Asset Purchase Agreement"). Exhibit 2.3 to the Registrant's Annual Report on Form 10- K for the year ended December 31, 1995 is hereby incorporated by reference. 2.2 Amendment No. 1 to the Asset Purchase Agreement. 99.1 Press release dated June 28, 1996. 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: June 28, 1996 INTERMEDIA COMMUNICATIONS INC. ------------------------------ (Registrant) By: David C. Ruberg ----------------------------- Name: David C. Ruberg Title: Chairman, Chief Executive Officer and President EXHIBIT INDEX Number Exhibit - ------ ------- 2.1 Asset Purchase Agreement dated as of February 20, 1996 by and among EMI Communications Corp., Eastern Message, Inc., Eastern Message of New Jersey, Inc., Eastern Message of Pennsylvania, Inc., Eastern Message of Massachusetts, Inc., Eastern Message of Maryland, Inc., Newhouse Broadcasting Corporation and Intermedia Communications Inc. (f/k/a Intermedia Communication of Florida, Inc.) (the "Asset Purchase Agreement"). Exhibit 2.3 to the Registrant's Annual Report on Form 10- K for the year ended December 31, 1995 is hereby incorporated by reference. 2.2 Amendment No. 1 to the Asset Purchase Agreement. 99.1 Press release dated June 28, 1996. EX-2.2 2 AMENDMENT NO.1 TO THE ASSET PURCHASE AGREEMENT EXHIBIT 2.2 AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT AMENDMENT, dated as of June 28, 1996 (this "Amendment"), by and among --------- EMI COMMUNICATIONS CORP., a New York corporation ("EMI" or a "Seller"), EASTERN --- ------ MESSAGE, INC., a New York corporation ("Message" or a "Seller"), EASTERN MESSAGE ------- ------ OF NEW JERSEY, INC., a New Jersey corporation (a "Seller"), EASTERN MESSAGE OF ------ PENNSYLVANIA, INC., a Pennsylvania corporation (a "Seller"), EASTERN MESSAGE OF ------ MASSACHUSETTS, INC., a Massachusetts corporation (a "Seller"), and EASTERN ------ MESSAGE OF MARYLAND, INC., a Maryland corporation (a "Seller"), NEWHOUSE ------ BROADCASTING CORPORATION, a New York corporation ("Parent"), and INTERMEDIA ------ COMMUNICATIONS OF FLORIDA, INC., a Delaware corporation ("Purchaser"). --------- WHEREAS, Sellers, Parent and Purchaser are parties to that certain Asset Purchase Agreement, dated as of February 20, 1996 (the "Asset Purchase -------------- Agreement"). - --------- WHEREAS, Sellers, Parent and Purchaser wish to amend the Asset Purchase Agreement. NOW THEREFORE, the parties agree as follows: 1. Section 2.8 of the Asset Purchase Agreement is amended and restated to read in its entirety as follows: SECTION 2.8 Apportionment. Notwithstanding anything to the contrary ------------- contained in this Agreement, all income and expenses pertaining to the Purchased Business, including without limitation all prepaid sums and fees, service charges, advertising and rental charges, prepaid rentals and advertising, utility charges, payments under the Assigned Contracts, and accrued and prepaid expenses, shall be prorated between Purchaser and Sellers as of July 1, 1996 so that Sellers shall receive all revenues and shall be responsible for all expenses and liabilities allocable to the period prior to July 1, 1996 and Purchaser shall receive all revenues and shall be responsible for all expenses and liabilities allocable to the period beginning on and continuing after July 1, 1996, with Purchaser and Sellers to cooperate with one another in calculating all such prorated items, and to make a payment or payments one to the other, as appropriate, prior to August 30, 1996 for the net amount of such prorated items to reflect the foregoing, or on such other schedule of payments as may be mutually agreed by Purchaser and Sellers. 2. The third sentence of Section 5.5(b) of the Asset Purchase Agreement is amended and restated to read in its entirety as follows: If the Closing occurs, the principal of the Capital Loans will constitute an Assumed Liability and any accrued but unpaid interest as of the Closing Date, as determined by the Purchaser and agreed to by Sellers, shall be deducted from any remittance by the Purchaser of Closing Accounts Receivable pursuant to Section 6.3(a) hereof." 3. The third and fourth sentences of Section 6.3(a) of the Asset Purchase Agreement are amended and restated to read in their entirety as follows: Within ten (10) days after each month during the Collection Period, Purchaser shall deliver to Sellers a monthly statement of Closing Accounts Receivable collected during such month and shall remit to Sellers, without deduction (except for deductions for accrued but unpaid interest on the Capital Loans), all such amounts of Closing Accounts Receivable collected by Purchaser. Each such monthly statement shall include the total amount of collections made from customers, any portion of whose outstanding accounts receivable balance arose prior to the Closing Date and the amount of any deduction for accrued but unpaid interest on the Capital Loans." 4. Except as herein expressly amended, the Asset Purchase Agreement is ratified and confirmed in all respects and remains in full force and effect in accordance with its terms without lapse or interruption. Each reference in the Asset Purchase Agreement to "this Agreement," "hereof," or words of like import, shall mean the Asset Purchase Agreement as amended by this Amendment, and as hereinafter amended or restated. 5. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Amendment. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment. IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto fully authorized, as of the date first above written. EMI COMMUNICATIONS CORP. By /s/ Dennis B. Dundon __________________________ Name: Dennis B. Dundon Title: President EASTERN MESSAGE, INC. By /s/ Dennis B. Dundon __________________________ Name: Dennis B. Dundon Title: President EASTERN MESSAGE OF NEW JERSEY, INC. By /s/ Dennis B. Dundon __________________________ Name: Dennis B. Dundon Title: President EASTERN MESSAGE OF PENNSYLVANIA, INC. By /s/ Dennis B. Dundon __________________________ Name: Dennis B. Dundon Title: President EASTERN MESSAGE OF MASSACHUSETTS, INC. By /s/ Dennis B. Dundon __________________________ Name: Dennis B. Dundon Title: President EASTERN MESSAGE OF MARYLAND, INC. By /s/ Dennis B. Dundon -------------------------- Name: Dennis B. Dundon Title: President NEWHOUSE BROADCASTING CORPORATION By /s/ Robert J. Miron -------------------------- Name: Robert J. Miron Title: Vice President INTERMEDIA COMMUNICATIONS OF FLORIDA, INC. By /s/ David C. Ruberg ------------------------- Name: David C. Ruberg Title: Chairman, President and Chief Executive Officer EX-99.1 3 PRESS RELEASE DATED JUNE 28, 1996 EXHIBIT 99.1 INTERMEDIA COMMUNICATIONS INC. ACQUIRES TELECOMMUNICATIONS DIVISION OF EMI COMMUNICATIONS CORP. Tampa, Fl (June 28, 1996) - Intermedia Communications Inc. (Nasdaq/NM:ICIX), a rapidly growing provider of competitive telecommunications services in the Southeast, today announced that it has acquired the telecommunications division of EMI Communications Corp. ("EMI"), a wholly owned subsidiary of Newhouse Broadcasting Corporation, in exchange for 937,500 shares of Intermedia's common stock. Completion of the acquisition approximately doubles the number of enhanced data service locations served directly by Intermedia. The acquisition also (i) expands Intermedia's customer base and increases its exposure to interregional customers, (ii) facilitates cross selling of Intermedia's long distance and local exchange services into this expanded customer base, and (iii) reduces cost by eliminating overlapping facilities, removing duplicate network to network interfaces and creating economies of scale. EMI's telecommunications division, headquartered in Syracuse, New York, is a provider of enhanced data and interexchange private line services primarily in the northeastern U.S. EMI, a founding member of the UniSpan frame relay consortium, has approximately 140 employees in its telecommunications division and has concentrated its recent efforts on expanding its enhanced data services business. Intermedia Communications is a rapidly growing provider of integrated telecommunications solutions. Headquartered in Tampa, Intermedia currently operates fiber optic networks in Florida in Orlando, Tampa, Miami, Jacksonville, St. Petersburg and West Palm Beach; in Cincinnati, Ohio; in Raleigh/Durham, North Carolina; in Huntsville, Alabama; and has a network under development in St. Louis, Missouri. Intermedia specializes in packaging customized solutions to meet each customer's specific requirements and currently provides enhanced network services, including frame relay and Internet access, to more than 3,800 business and government customer locations in 800 cities nationwide. Additionally, Intermedia is a facilities-based interexchange carrier for more than 10,5000 customers. -----END PRIVACY-ENHANCED MESSAGE-----