UNITED STATES 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) July 16, 1997
SHARED TECHNOLOGIES FAIRCHILD INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-17366 87-0424558
(Commission File Number) (IRS Employer Identification No.)
100 Great Meadow Road, Suite 104, Wethersfield, Connecticut 06109
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (860) 258-2400
N.A.
(Former name or former address, if changed since last report)
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Item 5. Other Events
On November 17, 1997, Shared Technologies Fairchild Inc. (the "Company")
received an unsolicited offer (the "Offer") from Intermedia Communications
Inc.("Intermedia") pursuant to which Intermedia has to offered to buy all of the
outstanding common stock of the Company at $15.00 per share. Holders of the
Series D Preferred Stock, Series I 6% Convertible Preferred Stock and the Series
J Redeemable Special Preferred Stock would receive $15.00, $251.49 and $109.59,
respectively, pursuant to the Offer. The board of directors of the Company is
considering the Offer and is discussing the terms thereof with Intermedia.
On November 17, 1997, Intermedia commenced an action in Chancery Court of
Delaware, New Castle County, seeking injunctive and declaratory relief against
the Company, its Directors, Tel-Save Holdings, Inc., and TSHCo., Inc.,
Intermedia Communications, Inc., et al. v. Shared Technologies Fairchild Inc.,
et al. C.A. No. 16038. The action, among other things, seeks to enjoin the
Tel-Save Merger, the enforcement of the break-up fees provision under the Merger
Agreement and the Long-Distance Agreement.
Item 7. Financial Statements and Exhibits
(c) Exhibits. The following is a list of the Exhibits attached hereto.
Exhibit No. 99.1 Letter from Intermedia proposing merger transaction
dated November 17, 1997
Exhibit No. 99.2 Complaint filed by Intermedia in Chancery Court of
Delaware, New Castle County, seeking injunction and
declaratory relief against the Company, its Directors,
Tel-Save Holdings, Inc., and TSHCo., Inc.
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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 hereunto duly authorized.
Date: November 18, 1997
SHARED TECHNOLOGIES
FAIRCHILD INC.
By: /s/ Vincent Di Vincenzo
-----------------------------------
Name: Vincent Di Vincenzo
Title: Senior Vice President-
Administration and Finance
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Exhibit Index
Exhibit No. Description
(99.1) Letter from Intermedia proposing merger transaction
dated November 17, 1997
(99.2) Complaint filed by Intermedia in Chancery Court of Delaware, New
Castle County, seeking injunction and declaratory relief against
the Company, its Directors, Tel-Save Holdings, Inc., and TSHCo.,
Inc.