File 333-77315
Rule 424(b)(2)
PROSPECTUS SUPPLEMENT [RCN Logo]
(To Prospectus dated June 15, 1999)
254,849 Shares
RCN CORPORATION
Common Stock
--------
This prospectus supplement relates to 254,849 shares of our common stock,
par value $1.00 per share, issued to the security holders of Brainstorm
Networks, Inc. in connection with our acquisition of the outstanding shares of
stock of Brainstorm Networks, Inc. We acquired all of the outstanding shares and
options of Brainstorm Networks, Inc. on July 27, 1999 for a purchase price of
$15,860,768.80.
This prospectus supplement and the related prospectus may be used by
persons who receive shares of our common stock in connection with the
acquisition of Brainstorm Networks, Inc. and who wish to resell the shares. We
have not authorized any person to use this prospectus supplement or the related
prospectus in connection with resales of shares without our prior written
consent.
Our common stock is quoted on The Nasdaq National Market under the symbol
"RCNC." The last reported sale price of the common stock on The Nasdaq National
Market on July 26, 1999 was $43.00 per share.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or determined if
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus supplement is July 27, 1999.
