-----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, Khd6LI81FNfdj25ATQehX82EOpvp1BIlp9txQFIIXNe7qlOenxr2mh0mCDGBQwzh 6H7UbAwazzwBWt1TRuVpuA== 0000950116-98-000620.txt : 19980319 0000950116-98-000620.hdr.sgml : 19980319 ACCESSION NUMBER: 0000950116-98-000620 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980310 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980318 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERMEDIA COMMUNICATIONS 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: SEC FILE NUMBER: 000-20135 FILM NUMBER: 98568366 BUSINESS ADDRESS: STREET 1: 3625 QUEEN PALM DR STREET 2: STE 720 CITY: TAMPA STATE: FL ZIP: 33619 BUSINESS PHONE: 8138290011 FORMER COMPANY: FORMER CONFORMED NAME: INTERMEDIA COMMUNICATIONS OF FLORIDA INC DATE OF NAME CHANGE: 19930328 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): March 10, 1998 ---------------- INTERMEDIA COMMUNICATIONS INC. -------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 59-2913586 --------------------------------- ------------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 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 --------------- Item 2. Acquisition or Disposition of Assets On March 10, 1998, Moonlight Acquisition Corp. ("Moonlight"), a wholly-owned subsidiary of Intermedia Communications Inc. ("Intermedia"), effected a merger (the "Merger") with and into Shared Technologies Fairchild Inc. ("STFI") as the final step in its acquisition of STFI. Pursuant to the terms of that certain Agreement and Plan of Merger dated as of November 20, 1997 between Intermedia, Moonlight and STFI, all issued and outstanding shares of STFI common stock and Series D Preferred Stock (other than shares owned by Intermedia, Moonlight or any of their subsidiaries, shares held in the treasury of STFI or shares for which appraisal rights have been perfected) were converted into the right to receive $15.00 in cash without interest. The total amount of funds required by Intermedia and Moonlight to effect the Merger and acquire STFI and to pay related fees and expenses was approximately $640 million. The acquisition price was funded through Intermedia's existing cash reserves. STFI is the nation's largest provider of shared telecommunications services and systems. Through its technical infrastructure and 800 employees, STFI acts as a single point of contact for business telecommunications services at more than 465 buildings throughout the United States and Canada. As a result of the Merger, STFI will be operated as a wholly-owned subsidiary of Intermedia, and the separate existence of Moonlight has ceased. Intermedia intends to continue operating STFI's assets as a provider of shared telecommunications services and systems. Item 7. Financial Statements and Exhibits Financial statements with respect to the acquisition of STFI will be filed within 60 days after the date that this current report must be filed. Exhibit 2.1 Agreement and Plan of Merger among Intermedia, Moonlight and STFI dated November 20, 1997. Exhibit 99(C)(1) to Intermedia's Schedule 14D-1 and Schedule 13D filed with the Securities and Exchange Commission on November 26, 1997 is incorporated herein by reference. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: March 18, 1998 INTERMEDIA COMMUNICATIONS INC. ------------------------------ (Registrant) By: /s/ Robert M. Manning -------------------------------------- Name: Robert M. Manning Title: Senior Vice President and Chief Financial Officer 3 Exhibit Index Exhibit No. Description - ----------- ----------- 2.1 Agreement and Plan of Merger among Intermedia, Moonlight and STFI dated as of November 20, 1997. Exhibit 99(C)(1) to Intermedia's Schedule 14D-1 and Schedule 13D filed with the Securities and Exchange Commission on November 26, 1997 is incorporated herein by reference. 4 -----END PRIVACY-ENHANCED MESSAGE-----