-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, htZXanFM+ISOuB0u0YS0hTxl2VzeR9nt+VFXQ6SVH58Os0JyHvkO2RcnL9XXJx74 BzTlP32r3mH9aqISy0GoeQ== 0000950103-94-003750.txt : 19941213 0000950103-94-003750.hdr.sgml : 19941213 ACCESSION NUMBER: 0000950103-94-003750 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19941212 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: C TEC CORP CENTRAL INDEX KEY: 0000310433 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 232093008 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31099 FILM NUMBER: 94564308 BUSINESS ADDRESS: STREET 1: 105 CARNEGIE CENTER CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 6097343700 MAIL ADDRESS: STREET 1: 46 PUBLIC SQUARE STREET 2: PO BOX 3000 CITY: WILKES BARRES STATE: PA ZIP: 18703-3000 FORMER COMPANY: FORMER CONFORMED NAME: COMMONWEALTH TELEPHONE ENTERPRISES INC DATE OF NAME CHANGE: 19860501 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RCN CORP CENTRAL INDEX KEY: 0000914241 STANDARD INDUSTRIAL CLASSIFICATION: METAL CANS [3411] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1000 KIEWIT PLZ CITY: OMAHA STATE: NE ZIP: 68131 BUSINESS PHONE: 4023422052 MAIL ADDRESS: STREET 1: 1000 KIEWIT PLAZA CITY: OMAHA STATE: NE ZIP: 68131 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) C-TEC Corporation (Name of Issuer) Common Stock Class B Common Stock $1.00 Par Value $1.00 Par Value (Title of Classes of Securities) 126504109 126504208 (CUSIP Numbers) Matthew J. Johnson, Esq. c/o Peter Kiewit Sons', Inc. 1000 Kiewit Plaza Omaha, Nebraska 68131 Tel. No.: (402) 271-2852 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 9, 1994 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following: [ ]. Check the following box if a fee is being paid with this statement: [ ]. Note: This document is being electronically filed with the Commission, using the EDGAR system. Additionally, one paper copy of the filing will subsequently be sent to the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. SCHEDULE 13D ______________________________ ________________________________ | | | | |CUSIP Nos. 126504109 | | Page 2 | | 126504208 | | | ___________________________________________________________________________ | 1 | NAME OF REPORTING PERSON: | | | RCN Corporation | | | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | | | 47-0761384 | |____|____________________________________________________________________| | 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | | | _ | | | (a) |_| | | | _ | | | (b) |X| | | | | |____|____________________________________________________________________| | 3 | SEC USE ONLY | | | | |____|____________________________________________________________________| | 4 | SOURCE OF FUNDS* | | | WC | |____|____________________________________________________________________| | 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ | | | PURSUANT TO ITEMS 2(d) or 2(E) |_| | | | | |____|____________________________________________________________________| | 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | Delaware | |____|____________________________________________________________________| | | 7 | SOLE VOTING POWER | | | | 8,226,262 Common Stock (see Item 5) | | | | 5,094,223 Class B Common Stock (see Item 5) | | NUMBER OF |____|_______________________________________________| | SHARES | 8 | SHARED VOTING POWER | | BENEFICIALLY | | -0- (see Item 5) | | OWNED BY |____|_______________________________________________| | EACH | 9 | SOLE DISPOSITIVE POWER | | REPORTING | | 8,226,262 Common Stock (see Item 5) | | PERSON | | 5,094,223 Class B Common Stock (see Item 5) | | WITH |____|_______________________________________________| | | 10 | SHARED DISPOSITIVE POWER | | | | -0- (see Item 5) | |____________________|____|_______________________________________________| | 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | 8,226,262 Common Stock (see Item 5); | | | 5,094,223 Class B Common Stock (see Item 5) | |____|____________________________________________________________________| | 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ | | | CERTAIN SHARES* |_| | |____|____________________________________________________________________| | 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | 43.5% of Common Stock; 59.6% of Class B Common Stock (see Item 5) | |____|____________________________________________________________________| | 14 | TYPE OF REPORTING PERSON* | | | CO | |____|____________________________________________________________________| *SEE INSTRUCTIONS BEFORE FILLING OUT! SEC 1746 (9-88) The following information amends the Schedule 13D dated June 28, 1993, as previously amended (as so amended, the "Schedule 13D") Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D. Item 1. Security and Company. The response set forth in Item 1 of the Schedule 13D is hereby amended and restated in its entirety as follows: "The classes of equity securities to which this statement relates are the Common Stock, $1.00 par value per share (the "Common Stock"), and the Class B Common Stock, $1.00 par value per share (the "Class B Stock"), of C-TEC Corporation, a Pennsylvania corporation (the "Company"). The principal executive offices of the Company are located at 105 Carnegie Center, Princeton, NJ 08540." Item 3. Source and Amount of Funds or Other Consideration. The response set forth in Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows: "The purchase price for the Shares (as defined in Item 4) was $202,327,191 in cash, subject to adjustment as provided in the Stock Purchase Agreement (as defined in Item 4). The purchase price was funded through internally generated funds of KDG. The purchase price for the 7,625,494 shares of Common Stock acquired pursuant to the Rights Offering (as defined in Item 4) (the "Rights Offering Shares" and, collectively with the Shares, the "Company Shares") was $152,509,880. The purchase price was funded through internally generated funds of KDG." Item 4. Purpose of Transaction. The response set forth in Item 4 of the Schedule 13D is hereby amended by deleting the twelfth paragraph thereof and substituting the following in its place: "On December 1, 1994, the Company announced that its rights offering of 14,858,634 shares of its Common Stock (the "Rights Offering") expired that day at 5:00 p.m. EST. Shareholders of record at the close of business on November 10, 1994 received nine rights for every ten shares of Common Stock or Class B Common Stock held. Rights holders were permitted to purchase one share of Common Stock for each right held at a subscription price of $20 per share and each right also carried the right to "oversubscribe" for shares of Common Stock that were not otherwise purchased pursuant to the exercise of rights. The Company announced that it expected the net proceeds from the Rights Offering would be approximately $117,000,000. RCN exercised the 5,125,494 rights it received in respect of the shares it held at an aggregate subscription price of $102,509,880 and oversubscribed for 2.5 million additional shares of Common Stock at an aggregate subscription price of $50 million." The response set forth in Item 4 of the Schedule 13D is hereby further amended by inserting the following paragraph after the thirteenth paragraph thereof: "David McCourt, Chairman and Chief Executive Officer of the Company and Chairman and Chief Executive Officer of RCN, participates in the C-TEC Corporation Employee Stock Purchase Plan (the "C-TEC Employee Stock Purchase Plan"). The C-TEC Employee Stock Purchase Plan operates on the basis of periodic payroll deductions, with the Plan Administrator purchasing shares of Common Stock on behalf of the Company employee on a non-discretionary basis." Item 5. Interest in Securities of the Company. The response set forth in Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: "(a) and (b) RCN and, for purposes of Section 13(d) of the Exchange Act, the Kiewit Companies, beneficially own, 8,226,262 shares of Common Stock, representing 43.5% of the Common Stock outstanding on December 9, 1994, and 5,094,223 shares of Class B Stock, representing 59.6% of the Class B Stock outstanding on December 9, 1994. Because the Common Stock has one vote per share and the Class B Stock has 15 votes per share, the Company Shares are entitled to cast 84,639,607 (57.5%) of the 147,107,745 total votes of all outstanding shares of Common Stock and Class B Stock on December 9, 1994. Each share of Class B Stock is convertible into one share of Common Stock. If all 5,094,223 shares of Class B Stock owned by RCN (but no other shares of Class B Stock) were converted into Common Stock, the Company Shares would comprise 13,320,485 shares of Common Stock representing 55.5% of the 23,992,063 shares of Common Stock then outstanding. RCN owns, and has the sole power to vote or to direct the vote, and to dispose or direct the disposition of, the Company Shares. Through their direct and indirect ownership of RCN, KDG and PKS may, for purposes of Rule 13d-3 under the Exchange Act, be deemed to beneficially own the C-TEC Shares. David McCourt is the beneficial owner of 1,680 shares of Common Stock representing less than .1% of the 18,897,840 shares of Common Stock outstanding. Mr. McCourt has the sole power to vote or to direct the vote, and to dispose or direct the disposition of these shares. Except as set forth in this Item 5(a) and (b), none of the Kiewit Companies, nor, to the best of knowledge of the Kiewit Companies, any persons named in Schedule A or B hereto owns beneficially any shares of Common Stock or Class B Stock. (c) Other than the transaction listed below and RCN's purchase of the Rights Offering Shares (as described in Item 4), no transactions in the Common Stock or the Class B Stock have been effected during the past 60 days by the Kiewit Companies or, to the best knowledge of the Kiewit Companies, by any of the persons named in Schedule A or B hereto.(1) (i) On December 1, 1994, David McCourt exercised 727 rights received in connection with the Rights Offering, purchasing 727 shares of Common Stock at a price of $20.00 per share through the Bank of Boston, the Subscription Agent for the Rights Offering. (d) Inapplicable. (e) Inapplicable." (1) Excludes purchases of Common Stock by the Plan Administrator of the C-TEC Employee Stock Purchase Plan on behalf of David McCourt. SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: December 12, 1994 RCN CORPORATION By: /s/ David C. McCourt Name: David C. McCourt Title: President SCHEDULE A DIRECTORS AND EXECUTIVE OFFICERS OF RCN CORPORATION The response set forth in Schedule A of the Schedule 13D is hereby amended and restated in its entirety as follows: The name, business address, citizenship, title and present principal occupation or employment of each of the directors and executive officers of RCN Corporation are set forth below.
Principal Name and Occupation or Office Held Business Address Citizenship Employment - ----------------- ------------------- ----------- ---------------- David C. McCourt 105 Carnegie Center USA Chairman, President, Princeton, NJ 08540 Chief Executive Chief Executive Officer, C-TEC Officer, Director Corporation Ann C. McCulloch 1000 Kiewit Plaza USA Vice President and Vice President Omaha, NE 68131 Treasurer, PKS and Treasurer James O. Spitzenberger 1000 Kiewit Plaza USA Vice President, PKS Vice President Omaha, NE 68131 Richard R. Jaros 1000 Kiewit Plaza USA Executive Vice Director Omaha, NE 68131 President, PKS James Q. Crowe 3555 Farnham Street USA CEO, MFS Director Omaha, NE 68131 Communications Company, Inc. Robert E. Julian 1000 Kiewit Plaza USA CFO, PKS Director Omaha, NE 68131 Walter Scott, Jr. 1000 Kiewit Plaza USA President, PKS Director Omaha, NE 68131
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