SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 15, 2000
RCN Corporation
--------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 0-22825 22-3498533
- -------------------------------------------------------------------------------
(State of (Commission File No.) (IRS Employer
Incorporation) Identification Number)
105 Carnegie Center
Princeton, NJ 08540-6215
--------------------------------------------------------------------
(Address of principal executive offices, including zip code)
(609) 734-3700
------------------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
-----------------------------------------------------------------
(Former name or former address, if changed since last report)
Item 5. Other Events
During the period from January 1, 1999 to March 15, 2000,
certain eligible officers of RCN Corporation ("RCN" or the "Company")
elected to receive RCN common stock in lieu of a portion of their cash
compensation for such period, as set forth below.
Under the RCN Executive Stock Purchase Plan ("ESPP"), participating
officers who forgo current compensation are credited with "Share Units"
with a value equal to the amount of the foregone pretax compensation. The
value of a Share Unit is based on the value of a share of RCN Common Stock.
The Company also credits each participant's matching account under the ESPP
with 100 percent of the number of Share Units credited based on the
participant's elective contributions. Share Units credited to participants'
elective contribution accounts are fully and immediately vested. Share
Units credited to participants' matching accounts generally vest in three
years, subject to continued employment. Share Units credited to a
participant's matching account become fully vested on a change in control
of the Company, or on the participant's death or disability while actively
employed. If the RCN Common Stock pays dividends, a dividend equivalent is
deemed paid with respect to Share Units and credited to participants'
accounts in the form of additional Share Units. The Company has established
a grantor trust to hold Common Stock corresponding to the number of Share
Units credited to participants' accounts in the ESPP.
The holdings indicated below include all Share Units credited under
the ESPP, including (i) Share Units acquired in respect of a participant's
contributions during the period from January 1, 1999 to March 15, 2000 (the
"Period), (ii) forfeitable Share Units credited to the participant's
Matching Account, whether or not vested, during the Period, and (iii) total
Share Units credited to such participant's account as of March 15, 2000.
<TABLE>
<CAPTION>
Share Units Acquired
Under the ESPP in Matching Share Total Share Units
Lieu of Current Units Credited Credited to ESPP
Compensation ESPP Account Account as of
Name During Period During Period March 15, 2000
- ---- ------------- -------------- --------------
<S> <C> <C> <C>
David C. McCourt
Chairman and Chief 17,883 17,883 164,310
Executive Officer
Michael A. Adams 4,653 4,653 33,436
President and Chief
Operating Officer
Timothy J. Stoklosa 761 761 1,522
Executive Vice President
and Chief Financial Officer
John J. Jones
Executive Vice President, 2,961 2,961 5,922
General Counsel and
Corporate Secretary
Bruce C. Godfrey
Former Executive Vice President 2,979 2,979 52,448
and Chief Financial Officer
Michael J. Mahoney
Former President and Chief 2,736 2,736 51,084
Operating Officer
All Officers Taken as a Group
(21 Persons) 39,513 39,513 333,016
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
RCN Corporation
By: /s/ John J. Jones
--------------------------------------------
Name: John J. Jones
Title: Executive Vice President, General Counsel
and Corporate Secretary
Date: March 27, 2000
</TABLE>
