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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
March 19, 1999 (March 18, 1999)
RCN CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-22825 22-3498533
(State of incorporation (Commission File Number) (I.R.S. Employer
or organization) Identification No.)
105 Carnegie Center
Princeton, NJ 08540-6215
(Address, including zip code of Registrant's principal executive offices)
Registrant's telephone number, including area code: (609) 734-3700
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Item 5: Other Events
On March 18, 1999, the Registrant announced that Hicks, Muse,
Tate & Furst, through Hicks, Muse, Tate & Furst Equity Fund IV, L.P., has
signed a commitment to purchase up to $250 million of a new issue of Series A
7% Senior Convertible Preferred Stock ("Series A Preferred Stock") of the
Registrant in a private placement transaction. The Series A Preferred Stock
will have an annual dividend rate of 7% payable quarterly in cash or
additional shares of Series A Preferred Stock at the option of the Registrant
and will have an initial conversion price of $39.00 per share (which
represents a 30% premium over the five-day average closing price of the Common
Stock of the Registrant). The Series A Preferred Stock is convertible into
Common Stock of the Registrant at any time. The issue has a final maturity of
15 years, but may be called by the Registrant after four years. In connection
with the transaction, Hicks, Muse, Tate & Furst will nominate Michael J.
Levitt, a Partner of Hicks, Muse, Tate & Furst to become a member of the Board
of Directors of the Registrant. The Registrant has also received a commitment
for $1 billion of senior secured credit facilities from The Chase Manhattan
Bank.
The Series A Preferred Stock has not been registered under the
Securities Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from registration requirements.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned hereunto duly authorized.
RCN CORPORATION
By: /s/ Bruce C. Godfrey
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Name: Bruce C. Godfrey
Title: Executive Vice President
and Chief Financial Officer
Date: March 19, 1999
