-----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, CM6W3X7g/35ovsDPi9aOvolKV1ZS1bpldaMt2sewZZCTFbErKAXqq29UHrvrbaBO 73L4uReHGuzvku8yiXNb0w== 0000950116-98-001090.txt : 19980514 0000950116-98-001090.hdr.sgml : 19980514 ACCESSION NUMBER: 0000950116-98-001090 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980331 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980513 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/A SEC ACT: SEC FILE NUMBER: 000-20135 FILM NUMBER: 98618743 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/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ FORM 8-K/A AMENDMENT NO. 1 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 31, 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 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 -------------- Item 2. Acquisition or Disposition of Assets - --------------------------------------------- Item 2 of the Current Report on Form 8-K, dated March 31, 1998, of Intermedia Communications Inc., a Delaware corporation ("Intermedia"), is hereby deleted. Item 5. Other Events - --------------------- On March 31, 1998, Intermedia consummated its acquisition of the Long Distance Savers group of companies ("LDS"). Pursuant to that certain Acquisition Agreement dated as of December 17, 1997 among Intermedia and the Sellers listed on Schedule A thereto, Intermedia acquired LDS for a purchase price of approximately $153 million (of which approximately $137 million was paid by delivering approximately 2.68 million shares of Intermedia Common Stock, par value $.01 per share, and approximately $16 million was paid in cash) plus the retirement of approximately $15 million of LDS's long-term debt. Intermedia funded the cash portion of the purchase price through its existing cash reserves. LDS is an established regional interexchange carrier, providing long distance services and Internet access to more than 45,000 business subscribers and employing over 100 sales and customer service professionals in Louisiana, Texas, Oklahoma, Mississippi and Florida. Intermedia intends to continue operating LDS's assets as an interexchange carrier providing long distance services and Internet access to various subscribers. 2 Item 7. Financial Statements and Exhibits - ------------------------------------------ Item 7 of the Current Report on Form 8-K, dated March 31, 1998, of Intermedia is hereby amended and restated in its entirety as follows: (c) Exhibits The following Exhibits are filed herewith: Exhibit 2.1 Acquisition Agreement, dated as of December 17, 1997, among Intermedia and the Sellers listed on Schedule A thereto. Exhibit 2.3 to Amendment No. 1 to Intermedia's Registration Statement Form S-3 filed with the Commission on January 14, 1998 is incorporated herein by reference. Exhibit 99.1 Press Release dated March 31, 1998. Exhibit 99.1 to Intermedia's Current Report on Form 8-K filed with the Commission on April 6, 1998 is incorporated herein by reference. 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 12, 1998 INTERMEDIA COMMUNICATIONS INC. ------------------------------ (Registrant) By: /s/ Robert M. Manning ------------------------------------------ Name: Robert M. Manning Title: Senior Vice President and Chief Financial Officer Exhibit Index ------------- Exhibit No. Description - ----------- ----------- 2.1 Acquisition Agreement, dated as of December 17, 1997, among Intermedia and the Sellers listed on Schedule A thereto. Exhibit 2.3 to Amendment No. 1 to Intermedia's Registration Statement Form S-3 filed with the Commission on January 14, 1998 is incorporated herein by reference. 99.1 Press Release dated March 31, 1998. Exhibit 99.1 to Intermedia's Current Report on Form 8-K filed with the Commission on April 6, 1998 is incorporated herein by reference. -----END PRIVACY-ENHANCED MESSAGE-----