-----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, WSbZvmEBuxWYn0zfxcCdnoBPFA3zUnUGRNCvF1k2/jhfyib6vcoEdHDWT1f6JOv+ fzfge5C/Bm26IqN/cXFW8w== 0000950103-95-000418.txt : 19951124 0000950103-95-000418.hdr.sgml : 19951124 ACCESSION NUMBER: 0000950103-95-000418 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951122 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: 95596011 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. 5) 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) 536-3613 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 8, 1995 (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 4. Purpose of Transaction. The response set forth in Item 4 of the Schedule 13D is hereby amended and supplemented by the following information: RCN intends to review from time to time the Company's business affairs and financial position. Based on such evaluation and review, as well as general economic, market and industry conditions existing at the time, RCN may consider from time to time various alternative courses of action both with respect to the business of the Company and with respect to RCN's equity interest therein. Such actions may include, if determined to be in the best interests of the Company, the acquisition or disposition by the Company or its subsidiaries of businesses or assets. Such actions may also include the acquisition by RCN or its affiliates of additional Common Stock and Class B Stock through open market purchases, privately negotiated transactions, a tender offer, an exchange offer, a merger or otherwise. Alternatively, such actions may involve the sale of all or a portion of the Shares in the open market, in privately negotiated transactions, through a public offering or otherwise. On November 8, 1995 the Company announced that it is evaluating strategic options for its various business units with a view toward enhancing shareholder value. Specifically, the Company will evaluate the advisability and feasibility of separating or restructuring its local telephone business, its cable television business, and its various other communications businesses. The Company has engaged the investment banking firm Merrill Lynch & Co. to assist with the process. With respect to its cable television business, the Company intends to develop a long-term strategy, which could include seeking joint ventures, selling all or some of the systems, restructuring the company's current cable holdings, or acquiring additional systems. RCN has indicated to the Company that it may be interested in acquiring one or more of the Company's ancillary businesses, including: C-TEC International, which holds a 40% interest in Megacable, the second largest Mexican cable television system operator in Mexico; Commonwealth Long Distance, a long distance services provider; Residential Communications Network, Inc., a start up joint effect with a unit of PKS which hopes to provide telecommunications services to the residential sector; and Commonwealth Communications, Inc. which provides consulting and engineering services throughout the United States and internationally. C-TEC has established a special committee comprised of independent directors to evaluate any such transaction with RCN that may be proposed. No assurances can be given that any transactions will be consummated. Except as set forth herein, none of the Kiewit Companies nor, to the best knowledge of the Kiewit Companies, any person named in Schedule A or B attached hereto has any plans or proposals which relate to or would result in (i) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (iv) any change in the present Board of Directors or management of the Company; (v) any material change in the present capitalization or dividend policy of the Company; (vi) any other material change in the Company's business or corporate structure; (vii) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (viii) causing the Common Stock or the Class B Stock to cease to be authorized to be quoted on NASDAQ; (ix) the Common Stock or the Class B Stock becoming eligible for the termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); or (x) any action similar to any of those enumerated above. Notwithstanding the foregoing, the Kiewit Companies reserve the right to effect any of such actions as they may deem necessary or appropriate in the future. 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: November 22, 1995 RCN CORPORATION By: /s/ David C. McCourt ------------------------ Name: David C. McCourt Title: President Schedule A is amended to read in its entirety as follows: Schedule A DIRECTORS AND EXECUTIVE OFFICERS OF RCN CORPORATION 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 Vice President and Omaha, NE 68131 and Treasurer, Treasurer PKS James O. 1000 Kiewit Plaza USA Vice President, Spitzenberger Omaha, NE 68131 PKS Vice President Richard R. Jaros 1000 Kiewit Plaza USA Executive Vice Director Omaha, NE 68131 President, PKS James Q. Crowe 3555 Farnam Street USA CEO, MFS Director Omaha, NE 68131 Communications Company, Inc. Robert E. Julian 1000 Kiewit Plaza USA Executive Vice Director Omaha, NE 68131 President, PKS Walter Scott, Jr. 1000 Kiewit Plaza USA President, PKS Director Omaha, NE 68131 Matthew G. Johnson 1000 Kiewit Plaza USA Vice President, Vice President Omaha, NE 68131 PKS Schedule B is amended to read in its entirety as follows: Schedule B DIRECTORS AND EXECUTIVE OFFICERS OF PETER KIEWIT SONS', INC. The name, business address, citizenship, title and present principal occupation or employment of each of the directors and executive officers of Peter Kiewit Sons', Inc. ("PKS") are set forth below. Principal Name and Business Occupation Office Held Address Citizenship or Employment - ------------------- ------------------- ----------- -------------- Walter Scott, Jr. 1000 Kiewit Plaza USA President, PKS President, Director Omaha, NE 68131 William L. Grewcock 1000 Kiewit Plaza USA Vice Chairman, Vice Chairman, Omaha, NE 68131 PKS Director Robert E. Julian 1000 Kiewit Plaza USA Executive Vice Exec. Vice Pres., Omaha, NE 68131 President, PKS Director Kenneth E. Stinson 1000 Kiewit Plaza USA President, Exec. Vice Pres., Omaha, NE 68131 Kiewit Director Construction Group Inc. Richard R. Jaros 1000 Kiewit Plaza USA Executive Vice Exec. Vice Pres., Omaha, NE 68131 President, PKS Director Richard Geary 215 V Street USA Executive Vice Director Vancouver, WA 98661 President, Kiewit Construction Group Inc. Leonard W. Kearney 1000 Kiewit Plaza USA President, Director Omaha, NE 68131 Kiewit Construction Co. James Q. Crowe 3555 Farnam Street USA CEO, MFS Director Omaha, NE 68131 Communications Company, Inc. George B. Toll, Jr. 10704 Shoemaker USA Executive Vice Director Ave. President, Santa Fe Springs, Kiewit CA 90670 Construction Group Inc. Peter Kiewit, Jr. 2600 N. Central USA Attorney Director Ave. Phoenix, AZ 85004 Robert B. Daugherty Guarantee Center USA Chairman, Director Suite 225 Valmont Omaha, NE 68114 Industries Inc. Charles M. Harper 1 Central Park USA CEO, RJR Director Plaza Nabisco Omaha, NE 68102 Holdings, Inc. Richard W. Colf 215 V Street USA Senior Vice Vancouver, WA 98661 President, Kiewit Pacific Co. Bruce E. Grewcock 1000 Kiewit Plaza USA President, Omaha, NE 68131 Kiewit Mining Group Inc. Tait P. Johnson 1000 Kiewit Plaza USA President, Omaha, NE 68131 Gilbert Southern Corp. -----END PRIVACY-ENHANCED MESSAGE-----