FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/21/2004 |
3. Issuer Name and Ticker or Trading Symbol
RCN CORP /DE/ [ RCNIV ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 5,638,365(1) | I | See Footnote 1 |
Common Stock | 6,183,056(2) | I | See Footnote 2 |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
7.375% Convertible Second Lien Notes due 2012 | 12/21/2004 | 06/21/2012 | Common Stock | 728,101(3)(4) | $25.16 | I | See Footnote 4 |
7.375% Convertible Second Lien Notes due 2012 | 12/21/2004 | 06/21/2012 | Common Stock | 798,451(3)(5) | $25.16 | I | See Footnote 5 |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. These shares of Common Stock are reported herein as indirectly beneficially owned by Tudor Investment Corporation, a Delaware corporation ("Tudor"). These shares are owned directly by The Tudor BVI Global Portfolio Ltd. (1,016,700 shares), a Cayman Islands company ("BVI"), Tudor Proprietary Trading, L.L.C. (544,691 shares), a Delaware limited liability company ("TPT"), The Raptor Global Portfolio Ltd. (4,571,423 shares), a Cayman Islands company ("Raptor"), and The Altar Rock Fund L.P. (50,242 shares), a Delaware limited partnership ("Altar Rock"). Because Tudor is the sole General Partner of Altar Rock and provides investment advisory services to Raptor, BVI and Altar Rock, Tudor may be deemed to beneficially own the shares of Common Stock owned by each of such entities. Tudor expressly disclaims such beneficial ownership. |
2. These shares of Common Stock are reported herein as indirectly beneficially owned by Paul T. Jones, II. These shares are owned indirectly by Tudor (5,638,365 shares) (see Footnote 1) and directly by Tudor Proprietary Trading, L.L.C. (544,691 shares), a Delaware limited liability company ("TPT"). Because Mr. Jones is the controlling shareholder of Tudor and the indirect controlling equity holder of TPT, Mr. Jones may be deemed to beneficially own the shares of Common Stock deemed beneficially owned by each of such entities. Mr. Jones expressly disclaims such beneficial ownership. |
3. The 7.375% Convertible Second Lien Notes due 2012 (the "Notes") are currently convertible into Common Stock at a conversion price of $25.16 per share, subject to adjustment. |
4. These shares of Common Stock receivable upon exercise of the Notes are reported herein as indirectly beneficially owned by Tudor. These shares are owned directly by BVI (131,280 shares), Raptor (590,342 shares) and Altar Rock (6,479 shares). Tudor expressly disclaims such beneficial ownership. |
5. These shares of Common Stock receivable upon exercise of the Notes are reported herein as indirectly beneficially owned by Mr. Jones. These shares are owned indirectly by Tudor (725,478 shares) (see Footnote 4) and directly by TPT (70,350 shares). Mr. Jones expressly disclaims such beneficial ownership. |
Remarks: |
All of the shares of Common Stock reported in Table I were acquired pursuant to a Plan of Reorganization (the "Plan") of RCN Corp (the "Issuer") under Chapter 11 of the U.S. Bankruptcy Code in exchange for certain indebtedness of the Issuer. In accordance with the Plan, the Issuer held back certain shares of Common Stock (the "Escrowed Shares") otherwise distributable to the holders of the Issuer's indebtedness in the event that the Issuer is required to satisfy certain contingent obligations. It is not known when or if the Escrowed Shares will ultimately be distributed. In the event that the Escrowed Shares are distributed in full, BVI, TPT, Raptor and Altar Rock will receive an additional 130,817 shares, 70,084 shares, 588,197 shares and 6,464 shares, respectively. |
Tudor Investment Corporation, By: Stephen N. Waldman, Managing Director | 12/30/2004 | |
Paul T. Jones, II | 12/30/2004 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |