UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
RCN Corporation
(Name of Issuer)
Common Stock
$1.00 Par Value
(Title of Classes of Securities)
74936101
(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)
September 30, 1997
(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: [ ].
Note: This document is being electronically filed with the
Commission, using the EDGAR system. See Rule 13d-1(a) for other parties to
whom copies are to be sent.
SCHEDULE 13D
CUSIP No. 74936101
1 NAME OF REPORTING PERSON
Kiewit Telecom Holdings Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
47-0761
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
13,320,485 Common Stock
(see Item 5)
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH -0- (see Item 5)
9 SOLE DISPOSITIVE POWER
13,320,485 Common Stock
(see Item 5)
10 SHARED DISPOSITIVE POWER
-0- (see Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,320,485 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)
48.47% of Common Stock (see Item 5)
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer. The class of equity securities to
which this statement relates is the Common Stock, par value $1.00 per share
(the "Common Stock"), of RCN Corporation, a Delaware corporation (the
"Company"). The principal executive offices of the Company are located at 105
Carnegie Center, Princeton, New Jersey 08540-6215.
Item 2. Identity and Background. This statement is filed on
behalf of Kiewit Telecom Holdings Inc., a Delaware corporation ("Kiewit
Telecom" or "KTH"). Kiewit Telecom is a subsidiary of Kiewit Diversified
Group Inc. ("KDG"), which is a wholly owned subsidiary of Peter Kiewit Sons'
Inc. ("PKS", and together with KDG and Kiewit Telecom, the "Kiewit
Companies"). KDG and PKS are Delaware corporations.
KDG owns 90% of the common stock and all of the preferred stock
of Kiewit Telecom. David C. McCourt, Chairman and Chief Executive Officer of
the Company, Commonwealth Telephone Enterprises, Inc., a Pennsylvania
corporation formerly known as C-TEC Corporation ("CTE"), and Cable Michigan
Inc., a Pennsylvania corporation, owns the remaining 10% of the common stock
of Kiewit Telecom.
Kiewit Telecom was formed to invest in telecommunications
businesses that primarily serve residential customers. The address of the
principal executive offices and principal business of Kiewit Telecom is 1000
Kiewit Plaza, Omaha, NE 68131. Information as to each executive officer and
director of Kiewit Telecom is set forth in Schedule A attached hereto, which
is incorporated herein by reference.
KDG is a holding company for subsidiaries engaged in the
telecommunications, energy and mining businesses. The address of the
principal executive offices and principal business of KDG is 1000 Kiewit
Plaza, Omaha, NE 68131.
PKS is the ultimate parent of Kiewit Telecom and KDG. PKS is a
holding company for subsidiaries engaged in the construction, mining,
telecommunications and energy businesses. The address of the principal
executive offices and principal business of PKS is 1000 Kiewit Plaza, Omaha,
NE 68131. Information as to each executive officer and director of PKS is set
forth in Schedule B attached hereto, which is incorporated herein by reference.
During the last five years, none of the Kiewit Companies nor,
to the best knowledge of the Kiewit Companies, any of the persons listed on
Schedule A or B attached hereto, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or has been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgement, decree or final order enjoining future violation of, or prohibiting
or mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Company was formerly a wholly owned subsidiary of CTE. On September 30,
1997, CTE distributed all of the outstanding shares of Common Stock to the
holders of record on September 19, 1997 of CTE's Common stock and Class B
Common stock (the "Distribution"). As a result of the Distribution, Kiewit
Telecom received 13,320,485 shares of Common Stock (the "Company Shares").
Item 4. Purpose of Transaction. Kiewit Telecom received the
Shares as a result of the Distribution.
Kiewit Telecom 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, Kiewit Telecom may consider from time to time various
alternative courses of action both with respect to the business of the Company
and with respect to Kiewit Telecom'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 Kiewit Telecom or
its affiliates of additional Common 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 Kiewit Telecom's interest in the Company in the open market, in
privately negotiated transactions, through a public offering or otherwise.
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 to cease to be authorized to be quoted on NASDAQ;
(ix) the Common 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.
Item 5. Interest in Securities of the Company. (a) and (b)
Kiewit Telecom owns 13,320,485 shares of Common Stock, representing 48.47% of
the outstanding Common Stock.
Kiewit Telecom 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 Kiewit Telecom, KDG
and PKS may, for purposes of Rule 13d-3 under the Exchange Act, be deemed to
beneficially own the Company Shares.
David McCourt is the beneficial owner of 15,123 shares of
Common Stock representing less than .1% of the shares of the outstanding
Common Stock.(1) Mr. McCourt has the sole power to vote or direct the vote
and to dispose or direct the disposition of these shares. Mr. McCourt
disclaims beneficial ownership of 225 shares of Common Stock beneficially
owned by his wife.
- ------------
(1) Does not include 18,978 shares of Common Stock distributed in
respect of shares of CTE Common Stock issued to Mr. McCourt as a matching
contribution under the CTE Executive Stock Purchase Plan. Such shares of
Common Stock are unvested and subject to forfeiture. Mr. McCourt has sole
power to vote such shares.
James Q. Crowe is the beneficial owner of 416 shares of Common
Stock representing less than .1% of the outstanding Common Stock. Mr. Crowe
has the sole power to vote or direct the vote and to dispose of or direct the
disposition of such shares.
Richard R. Jaros is the beneficial owner of 380 shares of
Common Stock representing less than .1% of the outstanding Common Stock. Mr.
Jaros has the sole power to vote or direct the vote and to dispose of or
direct the disposition of such shares.
Walter Scott, Jr. is the beneficial owner of 416 shares of
Common Stock representing less than .1% of the outstanding Common Stock. Mr.
Scott has the sole power to vote or direct the vote and to dispose of or
direct the disposition of such shares.
All information in this Item 5 (a) and (b) as to the number of
shares outstanding, the number of votes that outstanding shares are entitled
to cast or the percentage of shares held or votes entitled to be cast are
based on the number of shares outstanding on October 1, 1997.
Except as set forth in this Item 5(a) and (b), none of the
Kiewit Companies, nor, to the best knowledge of the Kiewit Companies, any
persons named in Schedule A or B hereto, owns beneficially any shares of
Common Stock.
(c) Except for shares of Common Stock distributed in the
Distribution to the persons identified in Item 5, no transactions in the Common
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.(2)
- -----------
(2) Excludes shares issued to Mr. McCourt as a matching contribution under
the RCN Corporation Executive Stock Purchase Plan and excludes shares issued
pursuant to the Company's 1997 Stock Plan for Non-Employee Directors.
(d) Inapplicable.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer. To the best knowledge
of the Kiewit Companies, there are no contracts, arrangements, understandings
or relationships (legal or otherwise) among the persons named in Item 2 or
between such persons and any other person, with respect to any securities of
the Company, including, but not limited to, transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts
or calls, guarantees or profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
None.
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: October 10, 1997
KIEWIT TELECOM HOLDINGS INC.
By: /s/ Matthew J. Johnson
-------------------------------------
Name: Matthew J. Johnson
Title: Vice President and Secretary
Schedule A
DIRECTORS AND EXECUTIVE OFFICERS OF KIEWIT TELECOM HOLDINGS INC.
The name, business address, citizenship, title and present principal
occupation or employment of each of the directors and executive officers of
Kiewit Telecom Holdings Inc. are set forth below.
<TABLE>
<CAPTION>
Name and Principal Occupation
Office Held Business Address Citizenship or Employment
- ------------------- ------------------- ----------- ---------------------
<S> <C> <C> <C>
David C. McCourt 105 Carnegie Center USA Chairman,
President, Princeton, NJ 08540 Chief Executive
Director Officer, CTE
Steven L. George 1000 Kiewit Plaza USA Vice President, KDG
Vice President Omaha, NE 68131
Matthew J. Johnson, 1000 Kiewit Plaza USA Vice President-Legal,
Vice President and Omaha, NE 68131 PKS
Secretary
James Q. Crowe 1000 Kiewit Plaza USA President, Chief
Director Omaha, NE 68131 Executive Officer,
KDG
Walter Scott, Jr. 1000 Kiewit Plaza USA Chairman, President,
Director Omaha, NE 68131 Director, PKS
R. Douglas Bradbury 1000 Kiewit Plaza USA Executive Vice
Vice President and Omaha, NE 68131 President and Chief
Director Financial Officer,
KDG
</TABLE>
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.
<TABLE>
<CAPTION>
Principal
Name and Business Occupation
Office Held Address Citizenship or Employment
- ----------------------------------- ------------------------ ------------- --------------------
<S> <C> <C> <C>
Walter Scott, Jr. 1000 Kiewit Plaza USA President,
President, Chairman, Omaha, NE 68131 Chairman, PKS
Director
William L. Grewcock 1000 Kiewit Plaza USA Vice Chairman,
Vice Chairman, Omaha, NE 68131 PKS
Director
Kenneth E. Stinson 1000 Kiewit Plaza USA Chairman, Chief
Executive Vice President, Omaha, NE 68131 Executive
Director Officer, Kiewit
Construction
Group Inc.
Richard R. Jaros 1000 Kiewit Plaza USA Former
Director Omaha, NE 68131 President, KDG
Richard Geary 215 V Street USA President, Kiewit
Director Vancouver, WA 98661 Pacific Co.
James Q. Crowe 1000 Kiewit Plaza USA President, Chief
Executive Vice President, Omaha, NE 68131 Executive
Director Officer, Director,
KDG
George B. Toll, Jr. 1000 Kiewit Plaza USA Executive Vice
Director Omaha, NE 68131 President, Kiewit
Construction
Group Inc.
Peter Kiewit, Jr. 2600 N. Central Ave. USA Attorney
Director Phoenix, AZ 85004
Robert B. Daugherty Guarantee Centre USA Chairman,
Director Suite 225 Valmont
Omaha, NE 68114 Industries Inc.
Charles M. Harper One Central Park Plaza USA Former
Director Suite 1500 Chairman, RJR
Omaha, NE 68102 Nabisco
Holdings Corp.
Richard W. Colf 215 V Street USA Senior Vice
Director Vancouver, WA 98661 President,
Kiewit Pacific
Co.
Bruce E. Grewcock 1000 Kiewit Plaza USA Chairman,
Director Omaha, NE 68131 Kiewit Mining
Group Inc.
Matthew J. Johnson 1000 Kiewit Plaza USA Vice President -
Vice President - Legal Omaha, NE 68131 Legal, PKS
Tait P. Johnson 1000 Kiewit Plaza USA President,
Director Omaha, NE 68131 Gilbert Industrial
Corporation
Ann C. McCulloch 1000 Kiewit Plaza USA Vice President,
Vice President, Treasurer Omaha, NE 68131 Treasurer, PKS
Thomas C. Stortz 1000 Kiewit Plaza USA Vice President,
Secretary Omaha, NE 68131 General
Counsel, Kiewit
Construction
Group Inc.
Eric J. Mortensen 1000 Kiewit Plaza USA Controller, PKS
Controller Omaha, NE 68131
Douglas A. Obermier 1000 Kiewit Plaza USA Stock Registrar,
Stock Registrar and Omaha, NE 68131 PKS
Assistant Secretary
Tobin A. Schropp 1000 Kiewit Plaza USA KDG Tax
Assistant Secretary Omaha, NE 68131 Department
Allan K. Kirkwood 10704 Shoemaker Ave. USA Senior Vice
Director Santa Fe Springs, CA President, Kiewit
90670 Pacific Co.
</TABLE>
