As filed with the Securities and Exchange Commission on June 2, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RCN CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 22-3498533
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
105 CARNEGIE CENTER
PRINCETON, NJ 08540-6215
(609) 734-3700
(Address, including zip code, and telephone number,
including area code, of Registrant's
principal executive offices)
JOHN J. JONES, ESQ.
RCN CORPORATION
105 CARNEGIE CENTER
PRINCETON, NJ 08540-6215
(609) 734-3700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copy to:
HOWARD L. ELLIN, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NY 10036
(212) 735-3000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO
THE PUBLIC: FROM TIME TO TIME AFTER THIS REGISTRATION
STATEMENT BECOMES EFFECTIVE.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box. [_]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=============================================================================================================
Proposed
Title of Each Class of Proposed Maximum Maximum Amount of
Securities to be Amount to be Offering Price Aggregate Registration
Registered Registered Per Unit Offering Price(1)(2) Fee
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<S> <C> <C> <C> <C>
Common Stock, Preferred
Stock, Debt N/A Securities
and Warrants or Rights N/A N/A $1,903,454,414.96 $459,048.44(3)
Common Stock 4,163,691 (4) $ 96,545,585.06 $8,208.33(5)
Total $ 2,000,000,000 $467,256.77
==============================================================================================================
(1) Includes such indeterminate number or amount of Common Stock, Preferred Stock, Debt Securities and
Warrants or other Rights to purchase equity or debt of the Registrant as may from time to time be
issued at indeterminate prices.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) and
exclusive of accrued interest and dividends, if any.
(3) $156,343,646 aggregate amount of previously registered, yet unissued Common Stock, Preferred Stock and
Debt Securities registered in this Offering are carried forward pursuant to Rule 429(b). $260,720.30,
constituting the amount of the filing fee associated with such securities, was previously paid in the
Registrant's Registration Statement (File No. 333-71525), and $43,463.53 of which relates to the
securities being rolled over in this combined prospectus.
(4) Based on the average of the high and low prices of the Common Stock on May 31, 2000 on the Nasdaq
National Market.
(5) $62,157,177 aggregate amount of previously registered, yet unissued Common Stock registered in this
Offering are carried forward pursuant to rule 429(b) and $17,279.70, constituting the amount of the
filing fee associated with such securities was previously paid in the Registrant's Registration
Statement (File No. 333-71525).
</TABLE>
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT, THIS REGISTRATION
STATEMENT CONTAINS A COMBINED PROSPECTUS THAT ALSO RELATES TO $218,500,823
PRINCIPAL AMOUNT OF UNISSUED DEBT SECURITIES, PREFERRED STOCK AND COMMON
STOCK PREVIOUSLY REGISTERED UNDER REGISTRATION STATEMENT ON FORM S-3 (FILE
NO. 333-71525) OF THE REGISTRANT, WHICH WAS DECLARED EFFECTIVE ON OCTOBER
6, 1999. IN THE EVENT ANY OF SUCH PREVIOUSLY REGISTERED DEBT SECURITIES,
PREFERRED STOCK, DEPOSITARY SHARES OR COMMON STOCK ARE OFFERED PRIOR TO THE
EFFECTIVE DATE OF THIS REGISTRATION STATEMENT, THEY WILL NOT BE INCLUDED IN
ANY PROSPECTUS HEREUNDER. THE AMOUNT OF DEBT SECURITIES, COMMON STOCK,
PREFERRED STOCK AND WARRANTS AND OTHER RIGHTS BEING REGISTERED, TOGETHER
WITH THE REMAINING DEBT SECURITIES, PREFERRED STOCK AND COMMON STOCK
REGISTERED UNDER REGISTRATION STATEMENT NO. 333-71525, REPRESENTS THE
MAXIMUM AMOUNT OF DEBT SECURITIES, COMMON STOCK, PREFERRED STOCK, WARRANTS
AND OTHER RIGHTS WHICH ARE EXPECTED TO BE OFFERED FOR SALE.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
[FLAG]
The information in this prospectus is not complete and may be
changed. RCN Corporation may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities and is
not soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.
PROSPECTUS
SUBJECT TO COMPLETION, DATED JUNE 2, 2000
[LOGO OF RCN]
$2,000,000,000
RCN CORPORATION
Common Stock, Preferred Stock, Debt Securities and Warrants or other
Rights 4,163,691 Shares of Common Stock
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We may offer from time to time common stock, preferred stock, debt
securities or warrants or other rights to purchase securities, and three of
our stockholders may offer up to 4,163,691 shares of our common stock. We
will provide specific terms regarding these securities in supplements to
this prospectus. You should read this prospectus and any supplement
carefully before you invest.
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Our common stock trades on the Nasdaq National Market under the
symbol "RCNC".
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Investing in these securities involves certain risks. See "Risk
Factors" beginning on page 3.
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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 is , 2000
You should rely only on the information contained in or
incorporated by reference in this prospectus. We have not authorized anyone
to provide you with different information. We are not making an offer of
these securities in any state where the offer is not permitted. You should
not assume that the information contained in or incorporated by reference
in this prospectus is accurate as of any date other than the date on the
front of this prospectus.
TABLE OF CONTENTS
Page
SUMMARY .....................................................................2
ABOUT THIS PROSPECTUS........................................................2
RISK FACTORS.................................................................3
WHERE YOU CAN FIND MORE INFORMATION.........................................10
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS..................................10
USE OF PROCEEDS.............................................................11
DIVIDENDS...................................................................11
MARKET PRICE AND DIVIDEND INFORMATION.......................................12
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERENCE DIVIDENDS.................13
DESCRIPTION OF CAPITAL STOCK................................................14
DESCRIPTION OF DEBT SECURITIES..............................................21
DESCRIPTION OF WARRANTS AND OTHER RIGHTS....................................31
SELLING STOCKHOLDERS........................................................33
PLAN OF DISTRIBUTION........................................................34
LEGAL MATTERS...............................................................35
EXPERTS ....................................................................35
SUMMARY
This summary may not contain all the information that may be
important to you. You should read the entire prospectus, including the
financial data and related notes, before making an investment decision.
We are the nation's first and largest single-source
facilities-based provider of bundled local and long distance phone, cable
television and high-speed Internet services to the densest residential
markets in the country. We are currently delivering broadband services over
our Megaband(tm) Network and designing and building our network on both the
East and West coasts as well as in Chicago. In addition, we are a leading
Internet Service Provider ("ISP") in our markets. We offer individual or
bundled service options, superior customer service and competitive prices.
We are also constructing our networks with significant excess capacity in
order to accommodate expanded services in the future. We intend to expand
the services provided to our customers through strategic alliances and
opportunistic development of complementary products. In addition, we intend
to use the excess capacity in our fiber optic networks to provide services
to commercial customers located on or near our networks.
Our principal executive offices are located at 105 Carnegie Center,
Princeton, New Jersey, 08540, and our telephone number is (609) 734-3700.
We maintain a website at www.rcn.com where general information about us is
available. We are not incorporating the contents of the website into this
prospectus.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we are
filing with the SEC utilizing a "shelf" registration process. Under this
shelf process, three of our stockholders may sell up to 4,163,691 shares of
our common stock, and we may sell any combination of securities described
in this prospectus for up to an aggregate dollar amount equal to
$2,000,000,000 less the value of the common stock sold by the three selling
stockholders. This prospectus provides you with a general description of
the securities we may offer. Each time we sell securities, we will provide
a prospectus supplement that will contain specific information about the
terms of that offering. The prospectus supplement may also add, update or
change information contained in this prospectus. Sales by the selling
stockholder may not require the provision of a prospectus supplement. You
should read both this prospectus and any prospectus supplement together
with the additional information described under the heading "Where You Can
Find More Information."
RISK FACTORS
You should carefully consider each of the following risks and all
of the other information set forth in this prospectus before deciding to
invest in our securities. Some of the following risks relate principally to
our business in general and the industry in which we operate. Other risks
relate principally to the securities markets and ownership of our
securities. The risks and uncertainties described below are not the only
ones facing our company. Additional risks and uncertainties not presently
known to us or that we currently believe to be immaterial may also
adversely affect our business.
If any of the following risks and uncertainties develop into actual
events, our business, financial condition or results of operations could be
materially adversely affected. In such case, the trading price of our
securities could decline, and you may lose all or part of your investment.
WE HAVE A LIMITED OPERATING HISTORY AND HAVE INCURRED NEGATIVE CASH FLOW
AND OPERATING LOSSES.
We have only recently begun operating a voice, video and data
services business. Accordingly, you will need to evaluate our performance
based on a limited operating history. In connection with entering this
business, we have incurred operating and net losses and negative cash flows
and expect to continue to do so for the next five to seven years as we
expand our network and customer base. Whether we continue to have negative
cash flow in the future will be affected by a variety of factors including:
o our pace of entry into new markets;
o the time and expense required for constructing our fiber optic
network as we planned;
o our success in marketing services;
o the intensity of competition; and
o the availability of additional capital to pursue our business
plans.
We had operating losses after depreciation and amortization and
nonrecurring charges of $278,010,000, $158,793,000 and $70,875,000 for the
years ended December 31, 1999, 1998, and 1997. We cannot assure you that we
will achieve or sustain profitability or positive cash flows from operating
activities in the future.
ADDITIONAL GROWTH WILL REQUIRE ADDITIONAL CAPITAL, AND OUR TOTAL CAPITAL
NEEDS MAY BE SUBSTANTIAL.
Based on our current growth plan, we expect that we will require a
substantial amount of capital to expand the development of our network and
operations into new areas within our larger target markets. We need capital
to fund the construction of our advanced fiber optic networks, upgrade our
hybrid fiber/coaxial plant and fund operating losses and repay our debts.
We currently estimate that our capital requirements for the period from
January 1, 2000 through 2001 will be approximately $3.6 billion, which
include capital expenditures of approximately $1.4 billion in 2000 and
approximately $1.6 billion in 2001. These capital expenditures will be used
principally to fund additional construction of our fiber optic network in
high density areas in the Boston, New York City, Washington, D.C. and San
Francisco Bay area markets as well as to expand into new markets (including
selected markets in the western United States as well as the Los Angeles
and Chicago areas) and to develop our information technology systems. Our
joint venture partners are expected to contribute approximately $400
million, of which approximately $339 million has been contributed, to the
joint ventures through 2000 in connection with development of the Boston
and Washington, D.C. markets. We are obligated to pay our portion of any
capital contributions required by the joint ventures' annual budgets or
capital contribution schedules. If our joint venture partner(s) fail to
make anticipated capital contributions, it could have a material adverse
effect on our financial position and results of operations.
We may seek additional sources of funding from vendor financing,
public offerings or private placements of equity and/or debt securities,
and bank loans. We cannot assure you that additional financing will be
available to us or, if available, that it can be obtained on a timely basis
and on acceptable terms. If we fail to obtain such financing, it could
result in the delay or curtailment of our development and expansion plans
and expenditures and could have a material adverse effect on our business.
Our estimates of capital requirements are forward-looking
statements that are subject to change. The actual timing and amount of
capital required to develop our network and to fund operating losses may
vary materially from our estimates if there are significant departures from
the current business plan, unforeseen delays, cost overruns, engineering
design changes or other unanticipated expenses or occurrences.
OUR SUBSTANTIAL INDEBTEDNESS LIMITS OUR BUSINESS FLEXIBILITY.
We have indebtedness that is substantial in relation to our
stockholders' equity and cash flow. Part of this indebtedness arises from
the $1 billion senior secured credit facility that we have with the Chase
Manhattan Bank and other lenders. The credit facility is comprised of a
$250 million seven-year revolving credit facility, a $250 million
seven-year multi-draw term loan facility and a $500 million eight-year term
loan facility. All three facilities are governed by a single credit
agreement dated as of June 3, 1999.
As of March 31, 2000, we had an aggregate of approximately $2.17
billion of indebtedness outstanding, including indebtedness arising under
the Chase Manhattan credit facility.
As a result of our substantial indebtedness, fixed charges are
expected to exceed earnings for the foreseeable future, and our operating
cash flow may not be sufficient to pay principal and interest on our
various debt securities. The extent of our leverage may also have the
following consequences:
o limit our ability to obtain necessary financing in the future
for working capital, capital expenditures, debt service
requirements or other purposes;
o require that a substantial portion of our cash flows from
operations be dedicated to paying principal and interest on our
indebtedness and therefore not be available for other purposes;
o limit our flexibility in planning for, or reacting to, changes
in our business;
o limit our ability to pay dividends;
o place us at a competitive disadvantage as compared with our
competitors who do not have as much debt; and
o render us more vulnerable in the event of a downturn in our
business.
Our outstanding debt securities and our credit agreement with Chase
Manhattan contain customary covenants limiting our flexibility, including
covenants limiting our ability to incur additional debt, make liens, make
investments, consolidate, merge or acquire other businesses, sell assets,
pay dividends and other distributions, make capital expenditures and enter
into transactions with affiliates.
THERE ARE LIMITATIONS ON OUR ABILITY TO UTILIZE TAX LOSS CARRYFORWARDS.
We have generated, and may continue to generate, certain net
operating losses (commonly referred to as "NOLs" for federal income tax
purposes) that generally may be carried forward to offset taxable income
realized in future years. However, if an ownership change (as defined in
Section 382 of the Internal Revenue Code of 1986) occurs with respect to our
capital stock, our ability to utilize NOLs generated before the date of the
ownership change generally would be limited to specific annual amounts.
RCN's ability to utilize new NOLs arising after the date of an ownership
change would not be affected.
Generally an ownership change occurs if certain persons or groups
increase their aggregate ownership of a corporation's capital stock by more
than 50 percentage points in any three-year period. We believe that we did
undergo an ownership change in the year 2000, and may undergo additional
ownership changes in the future. Our utilization of NOL carryforwards
generated before any ownership change would be subject to limitation as
described above.
WE MAY NOT BE ABLE TO MANAGE OUR GROWTH OR INTEGRATE OUR ACQUISITIONS.
The expansion and development of our operations, including the
construction and development of additional networks, will depend on several
factors, including our ability to perform the following actions all in a
timely manner, at reasonable costs and on satisfactory terms and
conditions:
o access markets;
o design fiber optic network backbone routes;
o install or lease fiber optic cable and other facilities,
including switches; and
o obtain rights-of-way, building access rights and any government
authorizations, franchises and permits.
In addition to the Chicago market and other markets we are
presently developing, we continually evaluate other potential markets.
These markets may be within the Boston to Washington, D.C. corridor, the
San Francisco to Los Angeles corridor or in other non-contiguous areas. As
is the case in our present markets, we intend to evaluate potential markets
in terms of population density and favorable demographics, and to apply a
strategy of building network facilities to meet the needs of targeted
subscribers in new markets. We cannot assure you that we will be able to
expand our existing network or to identify and develop new markets.
Furthermore, our ability to manage our expansion effectively will also
require us to continue to implement and improve our operating and
administrative systems and attract and retain qualified management and
professional and technical personnel. If we are not able to manage our
planned expansion effectively, it could have a material adverse effect on
our business.
In addition to announcing our acquisition of 21st Century,
completed April 28, 2000, we recently announced our intention to begin
developing advanced fiber optic networks in selected high density markets
outside of the Boston to Washington, D.C. corridor, initially in the San
Francisco to Los Angeles corridor. Our proposed expansion into
non-contiguous markets could place additional strain on management
resources. Furthermore, although we believe that our experience in the
Northeast will provide us with strategic advantages in developing new
markets, we cannot assure you that our experience in our current markets
will be replicated in the western United States.
We have experienced significant growth through acquisitions and
will continue to consider acquisition opportunities that arise from time to
time. Acquisitions may place a significant strain on our resources, and we
may incur additional expenses during the integration of any acquired
companies with our business. For instance, the process of integrating the
Internet service provider businesses that we acquire may take a significant
period of time and require significant expenditures, including costs to
upgrade the systems and internal controls of these businesses. As a result,
we cannot assure you that we will be able to integrate these businesses
successfully or in a timely manner.
OUR BUSINESS IS DEPENDENT UPON ACCEPTANCE OF FIBER OPTIC TECHNOLOGY AS THE
PLATFORM OF CHOICE.
The telecommunications industry has been and will continue to be
subject to rapid and significant changes in technology. The effect of
technological changes on our business cannot be predicted, and we cannot
assure you that the fiber optic technology that we use will not be
supplanted by new or different technologies.
WE ARE DEPENDENT ON OUR STRATEGIC RELATIONSHIPS AND JOINT VENTURES.
We have entered into a number of strategic alliances and
relationships which allowed us to enter into the market for
telecommunications services earlier than if we had made the attempt
independently. As our network is further developed, we will be dependent on
some of these arrangements to provide a full range of telecommunications
service offerings. Our key strategic relationships include:
o our joint venture with Boston Edison Company under which we
have access to its extensive fiber optic network in the greater
Boston area;
o our joint venture with Pepco Communications to develop and
operate an advanced fiber optic network in the Washington, D.C.
market;
o our agreement with Level 3 to provide us with access to its
cross-country fiber network;
o our agreement with Southern California Edison to develop an
advanced fiber optic network that provides us with access to
the greater Los Angeles market; and
o our strategic alliances with Qwest and MCI/WorldCom.
Our joint venture agreements with Boston Edison Company and Pepco
Communications contain provisions for the management, governance and
ownership of the RCN-BECOCOM and Starpower joint ventures, respectively.
Certain matters require the approval of our joint venture partner,
including some matters beyond our control, such as a change of control. In
addition, although certain covenants contained in our indentures apply to
the joint venture companies that we have formed with our joint venture
partners, neither the joint venture companies nor our joint venture
partners are parties to these indentures and are not bound to comply with
the indentures. A disagreement with our joint venture partners over certain
business actions, including actions related to compliance with these
indentures, could impede our ability to conduct our business. It may also
trigger deadlock provisions in the joint venture agreements which could
force us to sell our interest in the relevant joint venture or buy out the
interest of the other joint venturer.
In addition, any disruption of our relationships or arrangements
with incumbent local phone companies, such as Bell Atlantic, could have a
material adverse effect on our company. We cannot assure you that we will
successfully negotiate agreements with the incumbent local phone company in
new markets or renew existing agreements. Our failure to negotiate or renew
required interconnection and resale agreements could have a material
adverse effect on our business.
WE MAY ENCOUNTER DIFFICULTIES IN COMPETING IN THE HIGHLY COMPETITIVE
TELECOMMUNICATIONS INDUSTRY.
In each of the markets where we offer our services, we face
significant competition from larger, better-financed telephone carriers and
cable companies. Virtually all markets for voice, video and data services
are extremely competitive, and we expect that competition will intensify in
the future. Our principal competitors include:
o traditional telephone companies, including Bell Atlantic, AT&T,
Sprint, and MCI WorldCom, some of which are constructing
extensive fiber optic networks and expanding into data
services;
o cable television service operators such as Time Warner, some of
which are beginning to offer telephone and data services
through cable networks using fiber optic networks and
high-speed modems;
o established online services, such as America Online and
Internet services of other telecommunications companies;
o incumbent local exchange carriers, known as "LEC's", for the
provision of local telephone services, such as Bell Atlantic
and the combined entity resulting from the merger of SBC and
Ameritech in the Northeast Corridor and Pacific Bell in
California;
o commercial mobile radio service providers, including cellular
carriers, personal communications services carriers and
enhanced specialized mobile radio services providers;
o companies providing a combination of the services listed above,
such as the companies that would result from the announced
merger of Time Warner and America Online and the anticipated
merger of AT&T and Media One;
o alliances and combinations of telephone companies, cable
service providers and Internet companies, including the
recently announced alliance that will combine services of AT&T,
TCI and At Home; and
o developing technologies such as Internet-based telephony and
satellite communications services.
It may be difficult to gain customers from the incumbent providers
which have historically dominated their markets.
Other new technologies may become competitive with services that we
offer. Advances in communications technology as well as changes in the
marketplace and the regulatory and legislative environment are constantly
occurring. In addition, a continuing trend toward business combinations and
alliances in the telecommunications industry may also create significant
new competitors. We cannot predict the extent to which competition from
such developing and future technologies or from such future competitors
will impact our operations.
OUR BUSINESS PLAN DEPENDS UPON CONTINUED APPLICATION OF REGULATIONS THAT
HAVE BEEN CHALLENGED IN THE PAST.
Our ability to provide telephone and video programming transmission
services was made possible by important changes in government regulations
which have been subsequently challenged and may be subject to change in the
future. These regulations often have a direct or indirect impact on the
costs of operating our networks, and therefore the profitability of our
services. In addition, we will continue to be subject to other regulations
at the federal, state and local levels, all of which may change in the
future. We cannot assure you that we will be able to obtain all of the
authorizations we need to construct advanced fiber optic network facilities
or to retain the authorizations we have already acquired. It is possible
that changes in existing regulations could have an adverse impact on our
ability to obtain or retain authorizations and on our business.
WE MAY NOT BE ABLE TO PROCURE PROGRAMMING SERVICES FROM THE THIRD PARTIES
WE DEPEND ON.
Our video programming services are dependent upon our management's
ability to procure programming that is attractive to our customers at
reasonable commercial rates. We are dependent upon third parties for the
development and delivery of programming services. These programming
suppliers charge us for the right to distribute the channels to our
customers. The costs to us for programming services is determined through
negotiations with these programming suppliers. Management believes that the
availability of sufficient programming on a timely basis will be important
to our future success. We cannot assure you that we will have access to
programming services or that management can secure rights to such
programming on commercially acceptable terms.
THE EXPANSION OF OUR INTERNET SERVICES BUSINESS HAS SUBJECTED US TO
ADDITIONAL RISKS.
The expansion of our Internet services business has subjected us to
additional risks. These risks will affect our ability to develop a
profitable Internet services business. These risks include:
o evolving industry standards which have the potential to make
our services obsolete by replacing or providing lower-cost
alternatives to our services;
o constraints on server capacity or supply of equipment (such as
modems and servers) which could result in a strain on incoming
access lines and cause busy signals and/or delays for our
subscribers;
o network infrastructure and risk of system failure, such as
viruses, which could lead to interruptions, delays, or
cessation of our services, as well as corruption of our or our
subscribers' computer systems;
o possible claims of liability against us as a result of computer
viruses or security breaches; and
o the evolving competitive and regulatory environment concerning
Internet services.
OUR MANAGEMENT MAY HAVE CONFLICTS OF INTEREST WITH OTHER COMPANIES.
Based upon a review of documents filed with the SEC, we believe
that Level 3 Telecom, Inc. beneficially owned approximately 32.83% of our
common stock and Vulcan Ventures Incorporated beneficially owned
approximately 27.97% of our common stock, in each case as of March 31,
2000. Level 3 Telecom effectively has the power to elect a majority of our
directors and to decide the outcome of substantially all matters voted on
by stockholders. This may tend to deter non-negotiated tender offers or
other efforts to obtain control of our company and thereby deprive
stockholders of opportunities to sell shares at prices higher than the
prevailing market price. Moreover, a disposition by either Level 3 Telecom
or Vulcan Ventures of a significant portion of our common stock, or the
perception that such a disposition may occur, could affect the trading
price of our common stock and the control of our company. Level 3 Telecom
holds our common stock through Level 3 Telecom Holdings, Inc. Level 3
Telecom owns 90% of the common stock and all of the preferred stock of
Level 3 Holdings and David C. McCourt, our Chairman and Chief Executive
Officer, owns 10% of the common stock of Level 3 Holdings. Mr. McCourt has
been a member of the board of directors and President of Level 3 Telecom
since September 1992. Based upon a review of documents filed with the SEC,
we believe that as of March 31, 2000, 19.4% of the common stock of Level 3
Telecom was owned by directors and executive officers of Level 3 Telecom,
five of whom (Walter Scott, Jr., Richard R. Jaros, David C. McCourt, James
Q. Crowe and Michael B. Yanney) are executive officers or directors of RCN.
Messrs. McCourt, Scott and Crowe also serve on our board's executive
committee, and Mr. Yanney serves on our compensation committee. The
remaining shares of Level 3 Telecom common stock are owned Donald L. Sturm
who holds 5.1% and by other persons, none of whom own more than 5% of
outstanding shares.
As a result of the September 30, 1997 spin-off of our shares to
holders of common equity of Commonwealth Telephone Enterprises, Inc.,
relationships exist that may lead to conflicts of interest. Level 3 Telecom
effectively controls both us and Commonwealth Telephone. In addition, the
majority of our named executive officers are also directors and/or
executive officers of Commonwealth Telephone. Our success may be affected
by the degree to which our officers and directors are involved in our
business and the abilities of officers, directors and employees to manage
both our company and Commonwealth Telephone. We will deal with potential
conflicts of interest on a case-by-case basis taking into consideration
relevant factors including the requirements of The Nasdaq National Market
and prevailing corporate practices.
In February 1999, we announced that we have entered into joint
construction agreements with Level 3 Telecom. We also recently announced
that we have entered into a letter of intent with Level 3 Telecom to
provide us with cross-country capacity to allow our customers to connect to
major Internet connection points in the United States. We recently paid
Level 3 Telecom $4,000,000 for network construction and approximately
$3,340,000 for circuit costs. Although these arrangements are designed to
reflect similar arrangements entered into by parties negotiating at arm's
length, we cannot assure you that we would not be able to obtain better
terms from an unrelated third party.
Vulcan Ventures owns of record 3,407,100 shares of our common stock
and is deemed beneficially to own 26,778,500 shares of our common stock by
virtue of its ownership of record of 1,660,267 shares of our preferred
stock which is convertible into an aggregate of 26,778,500 shares of our
common stock. Paul G. Allen is the sole stockholder of the common stock of
Vulcan Ventures and may be deemed to be the beneficial owner of our shares
of common stock that are beneficially owned by Vulcan Ventures. Vulcan
Ventures has designated William D. Savoy and Edward S. Harris to serve as
directors on our board of directors, and Mr. Savoy has been appointed to
serve on our executive committee.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document that we
file at the Public Reference Room of the SEC at 450 Fifth Street, NW,
Washington, D.C. 20549. You may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. You may also
inspect our filings at the regional offices of the SEC located at Citicorp,
500 West Madison Street, Suite1400, Chicago, Illinois 60661 and 7 World
Trade Center, New York, New York 10048 or over the Internet at the SEC's
Web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information to
you by referring you to those documents. The information incorporated by
reference is an important part of this prospectus, and information that we
file later with the SEC will automatically update and supersede this
information. We hereby incorporate by reference RCN's Quarterly Report on
Form 10-Q for the three months ended March 31, 2000, RCN's Annual Report on
Form 10-K for the year ended December 31, 1999, RCN's Definitive Proxy
Statement on Schedule 14A, dated April 20, 2000, and any future filings
made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934 until we sell all of the securities.
Additionally, we incorporate our current reports on Form 8-K dated May 2,
2000 and March 27, 2000.
You may request a copy of the filing at no cost, by writing or
telephoning the office of Valerie Haertel, RCN Corporation, 105 Carnegie
Center, Princeton, N.J. 08540-6215, telephone number (609) 734 -3700.
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
This prospectus includes forward-looking statements. We have based
these forward-looking statements on our current expectations and
projections about future events. These forward-looking statements are
subject to risks, uncertainties, and assumptions about our business,
including, among other things:
o plans to develop networks and upgrade facilities;
o opportunities presented by target markets;
o plans to connect certain wireless video, resale telephInternet
service customers to advanced fiber optic networks;
o development of existing businesses;
o current and future markets for services and products;
o anticipated capital expenditures;
o anticipated sources of capital; and
o effects of regulatory reform and competitive and technological
developments.
We have no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or risks. New information, future events or risks may cause the
forward-looking events we discuss in this prospectus not to occur.
USE OF PROCEEDS
Unless otherwise indicated in a prospectus supplement, the net
proceeds from the sale of the securities will be used to fund our network
development, operating losses and for general corporate purposes. We will
not receive any proceeds from the sale of shares by the selling
stockholders.
DIVIDENDS
We anticipate that future revenues will be used principally to
support operations and finance business growth. Accordingly, we do not
intend to declare or pay cash dividends in the foreseeable future. Our
board has the discretion to declare or pay any cash dividends in the
future. Their decision to declare any dividends and the amount of any
dividends will depend on a number of factors, including our financial
condition, capital requirements, funds from operations, future business
prospects and any other factor that they may deem relevant. We are a
holding company and our ability to pay cash dividends is dependent on our
ability to receive cash dividends, advances and other payments from our
subsidiaries. Our credit agreement contains restrictions on our
subsidiaries' ability to pay dividends. In addition, we have entered into
indentures in connection with our debt securities which also restrict our
and certain of our subsidiaries' ability to pay dividends. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in our 10-K for the year ended December 31, 1999.
MARKET PRICE AND DIVIDEND INFORMATION
Our common stock (symbol: "RCNC") currently trades on the Nasdaq
National Market.
The following table sets forth the high and low bid prices per
share of the common stock on the Nasdaq National Market and cash dividends
declared on the common stock since September 30, 1997:
<TABLE>
<CAPTION>
Common Stock
--------------------------------------------
Market Price ($) Cash
Dividends
Declared ($)
High Low
1997
<S> <C> <C> <C>
Quarter ending September 30.......................... 15 7/8 13 3/8 0
Quarter ending December 31........................... 21 6/8 12 1/2 0
1998
Quarter ending March 31.............................. 30 5/8 15 7/8 0
Quarter ending June 30............................... 29 3/8 19 1/4 0
Quarter ending September 30.......................... 24 5/16 12 3/8 0
Quarter ending December 31........................... 25 8 3/4 0
1999
Quarter ending March 31.............................. 39 3/4 17 3/4 0
Quarter ending June 30............................... 54 1/2 33 3/4 0
Quarter ending September 30.......................... 51 1/2 32 1/4 0
Quarter ending December 31........................... 54 1/4 37 5/16 0
2000
Quarter ending March 31.............................. 74 7/8 44 3/4 0
Quarter ending May 31................................ 55 18 1/2 0
</TABLE>
Our common stock was distributed on September 30, 1997 to holders
of record of the common stock of Commonwealth Telephone Enterprises, Inc.
on September 19, 1997. Accordingly, market price and dividend information
have only been set forth in the table above for the quarter ending
September 30, 1997 and subsequent periods. Information for the quarter
ending September 30, 1997 reflects the partial period between September 19,
1997 through September 30, 1997.
The last reported sale price per share of our common stock on June 1,
the last practicable date prior to the filing of this prospectus, was 23 3/8.
On March 31, 2000, there were approximately 2,672 holders of our
common stock. On March 31, 2000, there were 81,704,680 shares of our common
stock outstanding.
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERENCE DIVIDENDS
The following table sets forth our ratio of earnings to fixed
charges for each period indicated:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------
THREE MONTHS
ENDED MARCH
31, 2000 1999 1998 1997 1996 1995
------------- --------- ------- ------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges and
Preference Dividends................... -- -- -- -- -- 1.41x
</TABLE>
The ratio of earnings to fixed charges and preference dividends for
the years ended December 31, 1996, 1997, 1998 and 1999 as well as the
interim period are less than 1 and therefore the earnings are inadequate to
cover the fixed charges by $4,068, $73,522, $214,242, $367,542 and $145,571
respectively.
DESCRIPTION OF CAPITAL STOCK
The following summary description of our capital stock is based on
the provisions of our amended and restated certificate of incorporation and
certificates of designation, our by-laws and the applicable provisions of
Delaware law. For information on how to obtain copies of our certificate of
incorporation and by-laws, see "Where You Can Find More Information."
Our authorized capital stock consists of:
o 200,000,000 shares of common stock,
o 400,000,000 shares of class B non-voting common stock, and
o 25,000,000 shares of preferred stock, of which 708,000 are
designated as Series A 7% Senior Convertible Preferred Stock
and 2,681,931 are designated as Series B 7% Senior Convertible
Preferred Stock.
As of March 31, 2000, 81,704,680 shares of common stock, no shares
of class B common stock, 267,658 shares of series A preferred stock and
1,660,267 shares of series B preferred stock were issued and outstanding.
RCN COMMON STOCK
Dividend Rights. Our board may declare dividends to be paid to the
holders of shares of common stock, subject to the prior rights of holders
of all classes of stock at the time outstanding having prior rights as to
dividends.
Conversion Rights. Each holder of shares of common stock is
entitled to convert, at his or her option, each outstanding share of common
stock into one fully paid and nonassessable share of our class B common
stock.
Voting Rights. Each holder of a share of common stock is entitled
to vote on each matter on which the stockholders of RCN will be entitled to
vote and each holder is entitled to one vote for each share of common stock
held. The affirmative vote of a majority of the shares of capital stock
present, in person or by proxy, at a meeting of stockholders and entitled
to vote on the subject matter will be the act of the stockholders.
Classification of the Board. Our board is divided into three
classes, designated Class I, Class II and Class III. Each class generally
consists of one third of the total number of directors constituting the
entire board.
Liquidation Rights. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of RCN, holders of common stock will
be entitled to share ratably according to the shares held by them in all
assets of RCN available for distribution to its stockholders, subject to
the prior rights of holders of all classes of capital stock outstanding
having prior rights with respect to the assets of RCN. Our common stock is
admitted for trading on the Nasdaq National Market under the symbol "RCNC."
RCN PREFERRED STOCK
Our certificate of incorporation gives our board the power to
authorize by resolution the issuance of one or more classes or series of
preferred stock and to fix the designations, powers, preferences and
relative, participating, optional or other rights, if any, and the
qualifications, limitations or restrictions thereof, if any, in regard to
each class or series of preferred stock. As of the date of this prospectus,
the board has authorized the issuance of 25,000,000 shares of preferred
stock of which 708,000 are designated as Series A preferred stock and
2,681,931 are designated as Series B preferred stock. The board has not
provided for the issuance of any other class or series of preferred stock
and there are no agreements or understandings for the issuance of any other
class or series of preferred stock. Because of its broad discretion with
respect to the creation and issuance of preferred stock without stockholder
approval, the board could adversely affect the voting power of the holders
of common stock and, by issuing shares of preferred stock with certain
voting, conversion and/or redemption rights, could discourage any attempt
to obtain control of RCN.
This prospectus describes certain general terms and provisions of
our preferred stock. When we offer to sell a particular series of preferred
stock, we will describe the specific terms of the securities in a
supplement to this prospectus. The prospectus supplement will also indicate
whether the general terms and provisions described in this prospectus apply
to the particular series of preferred stock. The preferred stock will be
issued under a certificate of designations relating to each series of
preferred stock, and is also subject to our certificate of incorporation.
Our board may issue authorized shares of preferred stock, as well
as authorized but unissued shares of common stock, without further
stockholder action, unless stockholder action is required by applicable law
or by the rules of a stock exchange or quotation system on which any series
of our capital stock may be listed or quoted.
The prospectus supplement will describe the terms of any preferred
stock being offered, including:
o the number of shares and designation or title of the shares;
o any liquidation preference per share;
o any date of maturity;
o any redemption, repayment or sinking fund provisions;
o any dividend rate or rates and the dates of payment (or the
method for determining the dividend rates or dates of payment);
o any voting rights;
o if other than the currency of the United States, the currency
or currencies including composite currencies in which the
preferred stock is denominated and/or in which payments will or
may be payable;
o the method by which amounts in respect of the preferred stock
may be calculated and any commodities, currencies or indices,
or value, rate or price, relevant to such calculation;
o whether the preferred stock is convertible or exchangeable and,
if so, the securities or rights into which the preferred stock
is convertible or exchangeable, and the terms and conditions of
conversion or exchange;
o the place or places where dividends and other payments on the
preferred stock will be payable; and
o any additional voting, dividend, liquidation, redemption and
other rights, preferences, privileges, limitations and
restrictions.
All shares of preferred stock offered will be fully paid and
non-assessable. Any shares of preferred stock that are issued will have
priority over the common stock with respect to dividend or liquidation
rights or both.
The transfer agent for each series of preferred stock will be
described in the prospectus supplement.
SERIES A PREFERRED STOCK
Our board has designated 708,000 shares of preferred stock as
series A preferred stock. As of March 31, 2000, we had 267,658 shares
issued and outstanding.
Liquidation Preference. $1,000.00 per share.
Dividend Rights. Dividends on the series A preferred stock are
cumulative and accrue at 7% per annum on the liquidation preference per
share, and an additional amount of 7% of the dividends and other amounts
which become payable in respect of the series A preferred stock but which
have not been paid. Accrued dividends may be paid at the election of RCN in
cash or shares of series A preferred stock, or any combination thereof.
Rank. The series A preferred stock ranks, with respect to dividend
rights and rights on liquidation, winding-up and dissolution, senior to all
other classes or series of our capital stock, excluding the series B
preferred stock, with which it ranks equally.
Conversion Rights. Each holder of series A preferred stock has the
right, at such holder's option, to convert any or all outstanding shares of
series A preferred stock into shares of common stock at a predetermined
conversion ratio. The conversion ratio is subject to a proportional
adjustment for stock splits, stock dividends, mergers, consolidations,
reclassifications and the grant of warrants or options.
Redemption Rights. The series A preferred stock is not redeemable
prior to March 31, 2003. On or after that date, we may, to the extent that
we have funds available for payment, redeem the series A preferred stock at
any time in whole or in part, at a redemption price per share equal to the
liquidation preference plus all accrued and unpaid amounts and dividends
payable thereon. If we have funds available for payment on March 31, 2014,
we must redeem all outstanding series A preferred stock, if any, at a
redemption price per share in cash equal to the liquidation preference,
plus accrued and unpaid amounts and dividends.
Change of Control. Upon the occurrence of a change of control, we
must make an offer to each holder of series A preferred stock to repurchase
all of the shares, or a portion of the shares as may be determined by the
holder, at a price per share in cash equal to the liquidation preference
plus the accrued and unpaid amounts and dividends payable thereon.
Voting Rights. The holders of shares of series A preferred stock
are not entitled to any voting rights except if RCN fails to pay six
quarterly dividends or if RCN fails to comply with certain other of its
obligations under the series A preferred stock, in which case the holders
of the series A preferred stock are entitled to elect an additional
director to serve on the board of directors of RCN. Once RCN complies with
its obligations, the term of the director so elected will terminate and the
holders of the series A preferred stock will not be entitled to any other
voting rights except in the following cases in which the consent of a
majority of the holders of the series A preferred stock is required:
o any amendment or other alteration of RCN's charter that would
adversely effect the rights and preferences of the series A
preferred stock;
o the creation or issuance of any security ranking senior to the
series A preferred stock;
o any change of control or disposition of substantially all of
RCN's assets.
Additionally, any alteration of RCN's charter that changes any dividend
payable on or the liquidation preference of the series A preferred stock
requires the consent of the holders of two-thirds of the outstanding shares
of series A preferred stock.
SERIES B PREFERRED STOCK
Our board has designated 2,681,931 shares of preferred stock as
series B preferred stock. As of March 31, 2000, we had 1,660,267 shares
issued and outstanding.
Liquidation Preference. $1,000.00 per share.
Dividend Rights. Dividends on the series B preferred stock are
cumulative and accrue at 7% per annum on the liquidation preference per
share. The dividends are payable in additional shares of series B preferred
stock.
Rank. The series B preferred stock ranks, with respect to dividend
rights and rights on liquidation, winding-up and dissolution, senior to all
other classes or series of our capital stock, excluding the series A
preferred stock, with which it ranks par.
Conversion Rights. Each holder of series B preferred stock has the
right, at such holder's option, to convert any or all outstanding shares of
series B preferred stock into common stock or class B common stock. We may
require a holder to convert any or all shares of series B preferred stock
into common stock or class B common stock during the period from the 42
month anniversary of the first date of issue of the series B preferred
stock and the seventh anniversary of that issue date, provided the 20 day
average trading price of our common stock at the time is at least 110% of
the adjusted conversion price at the time. Any outstanding shares of series
B preferred stock on the seventh anniversary of the issue date will be
automatically convertible into shares of common stock or class B common
stock. The conversion price is $62 per share and is subject to adjustment
for stock splits, stock dividends, mergers, consolidations, and
reclassifications, or if the price of shares of common stock is less than
the 20 day average trading price of the common stock at the time.
Redemption Rights. The series B preferred stock is not redeemable
prior to the 42 month anniversary of its issuance. On or after that date,
we may, to the extent that it has funds available for payment, redeem the
series B preferred stock at any time in whole or in part, at a redemption
price per share equal to the liquidation preference plus all accrued and
unpaid dividends thereon.
Change of Control. Upon the occurrence of a change of control, each
holder of series B preferred stock, will be entitled to convert its shares
into common stock or class B common stock at a specified conversion price.
Voting Rights. The holders of shares of series B preferred stock
are entitled to vote with the holders of common stock and are entitled to
the number of votes to which shares of the common stock issuable upon
conversion of the series B preferred stock would be entitled.
Additionally, if RCN fails to pay six quarterly dividends or if RCN
fails to comply with certain other of its obligations under the series B
preferred stock, the holders of the series B preferred stock are entitled
to elect an additional director to serve on the board of directors of RCN.
Once RCN complies with its obligations, the term of the director so elected
will terminate and the holders of the series B preferred stock will not be
entitled to any other voting rights except in the following cases in which
the consent of a majority of the holders of the series B preferred stock is
required:
o any amendment or other alteration of RCN's charter that would
adversely effect the rights and preferences of the series A
preferred stock;
o the creation or issuance of any security ranking senior to the
series A preferred stock;
o any change of control or disposition of substantially all of
RCN's assets.
Any alteration of RCN's charter that changes any dividend payable on or the
liquidation preference of the series B preferred stock requires the consent
of the holders of two-thirds of the outstanding shares of series B
preferred stock.
DELAWARE TAKEOVER STATUTE
We are subject to Section 203 of the Delaware General Corporation
Law. In general, Section 203 prohibits a publicly held Delaware corporation
from engaging in a "business combination" with an "interested stockholder"
for a period of three years following the date that the stockholder became
an interested stockholder, unless:
(a) before such date either the business combination or the
transaction which resulted in the stockholder becoming an
interested stockholder is approved by the board of directors of
the corporation,
(b) upon consummation of the transaction which resulted in the
stockholder becoming an interested stockholder, the interested
stockholder owns at least 85% of the voting stock of the
corporation outstanding at the time the transaction commenced
(excluding for purposes of determining the number of shares
outstanding, shares owned by
(1) persons who are both directors and officers and
(2) employee stock plans in certain circumstances), or
(c) on or after such date the business combination is approved by
the board and authorized at an annual or special meeting of
stockholders, and not by written consent, by the affirmative
vote of at least 66 2/3% of the outstanding voting stock which
is not owned by the interested stockholder.
A "business combination" includes a merger, consolidation, asset
sale, or other transaction resulting in a financial benefit to the
interested stockholder. An "interested stockholder" is a person who,
together with affiliates and associates, owns (or within three years, did
own) 15% or more of the corporation's voting stock.
The restrictions imposed by Section 203 will not apply to a
corporation if, among other things:
(a) the corporation's original certificate of incorporation
contains a provision expressly electing not to be governed by
Section 203 or
(b) 12 months have passed after the corporation, by action of its
stockholders holding a majority of the outstanding stock,
adopts an amendment to its certificate of incorporation or
by-laws expressly electing not to be governed by Section 203.
The restrictions imposed by Section 203 will apply to us since we
have not elected not to be governed by that section. Our board approved of
Level 3 becoming an interested stockholder and, consequently, Section 203
would not apply to any business combination with Level 3.
LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS
Certain provisions of Delaware Law and the certificate of
incorporation and the by-laws relate to the limitation of liability and
indemnification of our directors and officers, as described below.
Our certificate of incorporation provides that our directors are
not personally liable to us or our stockholders for monetary damages for
breach of their fiduciary duties as a director to the fullest extent
permitted by Delaware law. Under Delaware law, directors would not be
personally liable to us or our stockholders for monetary damages for breach
of their fiduciary duties as a director, except for
(a) any breach of the director's duty of loyalty to us or our
stockholders,
(b) acts or omissions not in good faith or involving intentional
misconduct or a knowing violation of law,
(c) any transaction from which the director derived improper
personal benefit or
(d) the unlawful payment of dividends or unlawful stock repurchases
or redemptions.
This exculpation provision may have the effect of reducing the
likelihood of derivative litigation against directors and may discourage or
deter stockholders or us from bringing a lawsuit against our directors for
breach of their fiduciary duties as directors. However, the provision does
not affect equitable remedies such as an injunction or rescission from
being available.
We will indemnify and hold harmless to the fullest extent permitted
by Delaware law each person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or proceeding.
These include civil, criminal, administrative or investigative proceedings,
if that person is or was a director or officer of RCN or is or was serving
at our request as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise. We will also pay the
expenses incurred in connection with these proceedings before final
disposition to the fullest extent authorized by Delaware law. This right to
indemnification is a contract right. By action of our board, we provide
indemnification to our employees and agents to the extent our board
determines to be appropriate and authorized by Delaware law.
We purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of RCN, or is or was serving
at our request as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise against any liability asserted against him or her and
incurred by him or her in any such capacity, or arising out of his or her
status, whether or not we would have the power or the obligation to
indemnify him or her against the liability under the certificate of
incorporation.
DESCRIPTION OF DEBT SECURITIES
This prospectus describes certain general terms and provisions of
the debt securities. When we offer to sell a particular series of debt
securities, we will describe the specific terms for the securities in a
supplement to this prospectus. The debt securities may be convertible into
shares of our preferred stock or common stock or such other capital stock
as may be determined or may be issued as part of units of debt securities
and other securities that we may offer under this prospectus. The
prospectus supplement will also indicate whether the general terms and
provisions described in this prospectus apply to a particular series of
debt securities. The debt securities will be issued under an indenture
between us and The Chase Manhattan Bank, as trustee and convertible debt
securities will be issued under an indenture to be executed in the future
by us and The Chase Manhattan Bank, as trustee.
We have summarized certain terms and provisions of the indenture
that is incorporated by reference herein. The summary is not complete. The
indenture has been incorporated by reference as an exhibit to the
registration statement for these securities that we have filed with the
SEC. You should read the indenture for the provisions which may be
important to you. Capitalized terms used in this summary have the meanings
specified in the indenture. The indenture is subject to and governed by the
Trust Indenture Act of 1939, as amended.
GENERAL
The indenture will not limit the amount of debt securities which we
may issue. We may issue debt securities up to an aggregate principal amount
as we may authorize from time to time. The prospectus supplement will
describe the terms of any debt securities being offered, including:
o the designation, aggregate principal amount and authorized
denominations;
o the maturity date;
o the interest rate, if any, and the method for calculating the
interest rate;
o the interest payment dates and the record dates for the
interest payments;
o any mandatory or optional redemption terms or prepayment,
conversion, sinking fund or exchangeability or convertibility
provisions;
o the place where we will pay principal and interest;
o if other than denominations of $1,000 or multiples of $1,000,
the denominations the debt securities will be issued in;
o whether the debt securities will be issued in the form of
global securities or certificates;
o additional provisions, if any, relating to the defeasance of
the debt securities;
o the currency or currencies, if other than the currency of the
United States, in which principal and interest will be paid;
o whether the debt securities will be issuable in registered form
or bearer form or both and, if bearer securities are issuable,
any restrictions which apply to the exchange of one form for
another and the offer, sale and delivery of bearer securities;
o material United States federal income tax consequences;
o the dates on which a premium, if any, will be paid;
o our right, if any, to defer payment interest and the maximum
length of this deferral period;
o any listing on a securities exchange;
o the conversion or exchange provisions, if any, including
conversion or exchange prices or rates and adjustments to those
prices and rates;
o the initial public offering price; and
o other specific terms, including any additional events of
default or covenants.
As described in each prospectus supplement relating to any
particular series of debt securities we offer, the indenture may contain
covenants limiting:
o the incurrence of additional debt by us and certain of our
subsidiaries and affiliates;
o the making of certain payments by us and certain of our
subsidiaries and affiliates;
o business activities of us and certain of our subsidiaries and
affiliates;
o the issuance of preferred stock of certain of our subsidiaries
and affiliates;
o certain asset dispositions;
o certain transactions with affiliates;
o restrictions on dividend payments by certain subsidiaries and
affiliates;
o a change of control of our company;
o issuance of certain guarantees;
o liens; and
o mergers and consolidations involving our company.
BOOK-ENTRY SYSTEM
Unless we specify otherwise in a prospectus supplement, debt
securities of any series may be issued under a book-entry system in the
form of one or more global securities. Each global security will be
deposited with, or on behalf of, a depositary, which will be The Depository
Trust Company, New York, New York, which is referred to in this prospectus
as the Depositary. The global securities will be registered in the name of
the Depositary or its nominee.
The Depositary has advised us that the Depositary is a limited
purpose trust company organized under the laws of the State of New York, a
"banking organization" within the meaning of the New York banking law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act.
The Depositary was created to hold securities of its participants and to
facilitate the clearance and settlement of securities transactions among
its participants through electronic book-entry changes in accounts of the
participants, thereby eliminating the need for physical movement of
securities certificates. The Depositary's participants include securities
brokers and dealers, banks, trust companies, clearing corporations, and
certain other organizations, some of which (and/or their representatives)
own the Depositary. Access to the Depositary's book-entry system is also
available to others, such as banks, brokers, dealers, and trust companies
that clear through or maintain a custodial relationship with a participant,
either directly or indirectly.
When a global security is issued in registered form, the Depositary
will credit, on its book-entry registration and transfer system, the
respective principal amounts of the debt securities represented by each
global security to the participants' accounts. The underwriters, dealers,
or agents, if any, will designate the accounts to be credited. If debt
securities are offered and sold directly by us, we will designate the
accounts to be credited. Only participants or persons that may hold
interests through participants will be able to own beneficial interest in
the global security. Ownership of beneficial interests by participants in
the global security will be shown on, and the transfer of that ownership
interest will be effected only through, the participants' records. The laws
of some jurisdictions may require that certain purchasers of securities
take physical delivery of securities in definitive form, which may impair
the ability to transfer beneficial interests in a global security.
So long as the Depositary or its nominee is the owner of record of
a global security, we consider the Depositary or its nominee the sole owner
or holder of the debt securities represented by the global security.
Generally, owners of beneficial interests in a global security will not (a)
be entitled to have the debt security represented by a global security
registered in their names, (b) receive or be entitled to receive physical
delivery of debt securities in definitive form and (c) be considered the
owners or holders of the debt securities.
Accordingly, each person owning a beneficial interest in a global
security must rely on the Depositary's procedures. Persons who are not
participants must rely on the procedures of the participant through which
it owns its interest. We understand that under existing industry practices,
if we request any action of holders or if any owner of a beneficial
interest in a global security desires to give or take any action which a
holder is entitled to give or take under the indenture, the Depositary
would authorize the participants holding the relevant beneficial interests
to give or take the action. The participants would in turn authorize
beneficial owners owning through them to give or take action or would
otherwise act upon the instruction of beneficial owners holding through
them.
Payments of principal, premium, if any, and interest on debt
securities represented by a global security registered in the name of the
Depositary or its nominee will be made to the Depositary or nominee as the
registered owner. None of RCN, the trustee or any other agent of RCN or
agent of the trustee will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests in the global security or for maintaining, supervising,
or reviewing any records relating to such beneficial ownership interests.
We have been advised by the Depositary that the Depositary will
credit participants' accounts with payments of principal, premium, if any,
or interest on the payment dates in amounts which are proportionate to
their respective beneficial interests in the principal amount of the global
security as shown on the Depositary's records. We expect that payments by
participants to owners of beneficial interests in the global security held
through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the
accounts of customers registered in "street name," and will be the
responsibility of the participants.
A global security may not be transferred except as a whole:
o by the Depositary to a nominee or successor of the Depositary
or
o by a nominee of the Depositary to another nominee of the
Depositary.
A global security representing all but not part of an offering of
debt securities is exchangeable for debt securities in definitive form of
like tenor and terms if:
o the Depositary notifies us that it is unwilling or unable to
continue as depositary for the global security or if at any
time the Depositary is no longer eligible to be or is no longer
in good standing as a clearing agency registered under the
Exchange Act, and we do not appoint a successor depositary
within 90 days after we receive notice or
o RCN in its sole discretion at any time decides not to have all
of the debt securities represented in and by a global security
and notifies the trustee.
If a global security is exchangeable, then it is exchangeable for
debt securities registered in the names and in authorized denominations as
the Depositary directs.
PAYMENTS OF PRINCIPAL AND INTEREST
The payment of principal premium, if any, and interest on the debt
securities will rank equally with all of our unsecured and unsubordinated
debt.
CONVERSION OR EXCHANGE RIGHTS
Debt securities may be convertible into or exchangeable for shares
of our equity securities or equity securities of our subsidiaries or
affiliates pursuant to an indenture to be filed with a prospectus
supplement when we elect to issue convertible debt securities. The terms
and conditions of conversion or exchange will be stated in the applicable
prospectus supplement, reflecting the provisions of the corresponding
indenture. The terms will include, among others, the following:
o the conversion or exchange price;
o the conversion or exchange period;
o provisions regarding the convertibility or exchangeability of
the debt securities, including who may convert or exchange;
o events requiring adjustment to the conversion or exchange
price;
o provisions affecting conversion or exchange in the event of our
redemption of the debt securities; and
o any anti-dilution provisions, if applicable.
EVENTS OF DEFAULT
When we use the term "Event of Default" in the indenture with
respect to the debt securities of any series, here are some examples of
what we mean:
(1) default in paying interest on the debt securities when it
becomes due and the default continues for a period of 30 days
or more;
(2) default in paying principal, or premium, if any, on the debt
securities when due;
(3) default in the performance, or breach, of any covenant in the
indenture (other than defaults specified in clauses (1) or (2)
above) and the default or breach continues for a period of 30
days or more after we receive written notice from the trustee
or the trustee receives notice from the holders of at least 25%
in aggregate principal amount of the outstanding debt
securities of the series;
(4) certain events of bankruptcy, insolvency, reorganization,
administration or similar proceedings with respect to RCN or
any material subsidiary have occurred; or
(5) any other Events of Default set forth in the prospectus
supplement.
If an Event of Default (other than an Event of Default specified in
clause (4) with respect to RCN) under the indenture occurs with respect to
the debt securities of any series and is continuing, then the trustee or
the holders of at least 25% in principal amount of the outstanding debt
securities of that series may by written notice, and the trustee at the
request of the holders of not less than 25% in principal amount of the
outstanding debt securities of such series will, require us to repay
immediately the entire principal amount of the outstanding debt securities
of that series (or such lesser amount as may be provided in the terms of
the securities), together with all accrued and unpaid interest and premium,
if any.
If an Event of Default under the indenture specified in clause (4)
with respect to RCN occurs and is continuing, then the entire principal
amount of the outstanding debt securities (or such lesser amount as may be
provided in the terms of the securities) will automatically become due
immediately and payable without any declaration or other act on the part of
the trustee or any holder.
After a declaration of acceleration or any automatic acceleration
under clause (4) described above, the holders of a majority in principal
amount of outstanding debt securities of any series may rescind this
accelerated payment requirement if all existing Events of Default, except
for nonpayment of the principal and interest on the debt securities of that
series that has become due solely as a result of the accelerated payment
requirement, have been cured or waived and if the rescission of
acceleration would not conflict with any judgment or decree. The holders of
a majority in principal amount of the outstanding debt securities of any
series also have the right to waive past defaults, except a default in
paying principal or interest on any outstanding debt security, or in
respect of a covenant or a provision that cannot be modified or amended
without the consent of all holders of the debt securities of that series.
Holders of at least 25% in principal amount of the outstanding debt
securities of a series may seek to institute a proceeding only after they
have made written request, and offered reasonable indemnity, to the trustee
to institute a proceeding and the trustee has failed to do so within 60
days after it received this notice. In addition, within this 60-day period
the trustee must not have received directions inconsistent with this
written request by holders of a majority in principal amount of the
outstanding debt securities of that series. These limitations do not apply,
however, to a suit instituted by a holder of a debt security for the
enforcement of the payment of principal, interest or any premium on or
after the due dates for such payment.
During the existence of an Event of Default, the trustee is
required to exercise the rights and powers vested in it under the indenture
and use the same degree of care and skill in its exercise as a prudent
person would under the circumstances in the conduct of that person's own
affairs. If an Event of Default has occurred and is continuing, the trustee
is not under any obligation to exercise any of its rights or powers at the
request or direction of any of the holders unless the holders have offered
to the trustee reasonable security or indemnity. Subject to certain
provisions, the holders of a majority in principal amount of the
outstanding debt securities of any series have the right to direct the
time, method and place of conducting any proceeding for any remedy
available to the trustee, or exercising any trust, or power conferred on
the trustee.
The trustee will, within 45 days after any Event of Default occurs,
give notice of the Event of Default to the holders of the debt securities
of that series, unless the Event of Default was already cured or waived.
Unless there is a default in paying principal, interest or any premium when
due, the trustee can withhold giving notice to the holders if it determines
in good faith that the withholding of notice is in the interest of the
holders.
We are required to furnish to the trustee an annual statement as to
compliance with all conditions and covenants under the indenture.
MODIFICATION AND WAIVER
The indenture may be amended or modified without the consent of any
holder of debt securities in order to:
o cure ambiguities, defects or inconsistencies;
o provide for the assumption of our obligations in the case of a
merger or consolidation;
o make any change that would provide any additional rights or
benefits to the holders of the debt securities of a series;
o add guarantors with respect to the debt securities of a series;
o secure the debt securities of a series;
o establish the form or forms of debt securities of any series;
o maintain the qualification of the indenture under the Trust
Indenture Act; or
o make any change that does not adversely affect the rights of
any holder.
Other amendments and modifications of the indenture or the debt
securities issued may be made with the consent of the holders of not less
than a majority of the aggregate principal amount of the outstanding debt
securities of each series affected by the amendment or modification (each
series voting as a separate class). However, no modification or amendment
may, without the consent of the holder of each outstanding debt security
affected:
o reduce the principal amount, or extend the fixed maturity, of
the debt securities, alter or waive the redemption provisions
of the debt securities;
o change the currency in which principal, any premium or interest
is paid;
o reduce the percentage in principal amount outstanding of debt
securities of any series which must consent to an amendment,
supplement or waiver or consent to take any action;
o impair the right to institute suit for the enforcement of any
payment on the debt securities;
o waive a payment default with respect to the debt securities or
any guarantee;
o reduce the interest rate or extend the time for payment of
inthe debt securities;
o adversely affect the ranking of the debt securities of any
series; or
o release any guarantor from any of its obligations under its
guarantee or the indenture, except in compliance with the terms
of the indenture.
CONSOLIDATION, MERGER, SALE OF ASSETS, ETC.
We will not consolidate or combine with or merge with or into or,
directly or indirectly, sell, assign, convey, lease, transfer or otherwise
dispose of all or substantially all of our properties and assets to any
person or persons in a single transaction or through a series of
transactions, unless:
o RCN shall be the continuing person or, if RCN is not the
contperson, the resulting, surviving or transferee person (the
"surviving entity") is a company organized and existing under
the laws of the United States or any State or territory;
o the surviving entity will expressly assume all of our
obligations under the debt securities and the indenture, and
will, if required by law to effectuate the assumption, execute
a supplemental indenture which will be delivered to the trustee
and will be in form and substance reasonably satisfactory to
the trustee;
o immediately after giving effect to such transaction or series
of transactions on a pro forma basis, no Event of Default has
occurred and is continuing; and
o RCN or the surviving entity will have delivered to the trustee
an officers' certificate and opinion of counsel stating that
the transaction or series of transactions and a supplemental
indenture, if any, complies with this covenant and that all
conditions precedent in the indenture relating to the
transaction or series of transactions have been satisfied.
If any consolidation or merger or any sale, assignment, conveyance,
lease, transfer or other disposition of all or substantially all of our
assets occurs in accordance with the indenture, the successor corporation
will succeed to, and be substituted for, and may exercise every right and
power of RCN under the indenture with the same effect as if such successor
corporation had been named as RCN. Except for (1) any lease or (2) any
sale, assignment, conveyance, transfer, lease or other disposition to
certain subsidiaries of RCN, we will be discharged from all obligations and
covenants under the indenture and the debt securities.
SATISFACTION AND DISCHARGE OF THE INDENTURE; DEFEASANCE
We may terminate our obligations under the indenture, when:
o either:
o all debt securities of any series issued that have been
authenticated and delivered have been delivered to the
trustee for cancellation; or
o all the debt securities of any series issued that have not
been delivered to the trustee for cancellation will become
due and payable (a "discharge") under irrevocable
arrangements satisfactory to the trustee for the giving of
notice of redemption by such trustee in our name, and at
our expense and we have irrevocably deposited or caused to
be deposited with the trustee sufficient funds to pay and
discharge the entire indebtedness on the series of debt
securities to pay principal, interest and any premium;
o we have paid or caused to be paid all other sums then due and
payable under the indenture; and
o we have delivered to the trustee an officers' certificate and
an opinion of counsel, each stating that all conditions
precedent under the indenture relating to the satisfaction and
discharge of the indenture have been complied with.
We may elect to have our obligations under the indenture discharged
with respect to the outstanding debt securities of any series ("legal
defeasance"). Legal defeasance means that we will be deemed to have paid
and discharged the entire indebtedness represented by the outstanding debt
securities of such series under the indenture, except for:
o the rights of holders of the debt securities to receive
principal, interest and any premium when due;
o our obligations with respect to the debt securities concerning
issuing temporary debt securities, registration of transfer of
debt securities, mutilated, destroyed, lost or stolen debt
securities and the maintenance of an office or agency for
payment and money for security payments held in trust;
o the rights, powers, trusts, duties and immunities of the
trustee; and
o the defeasance provisions of the indenture.
In addition, we may elect to have our obligations released with
respect to certain covenants in the indenture ("covenant defeasance"). Any
omission to comply with these obligation will not constitute a Default or
an Event of default with respect to the debt securities of any series. In
the event covenant defeasance occurs, certain events, not including
non-payment, bankruptcy and insolvency events, described under "Events of
Default" will no longer constitute an Event of Default for that series.
In order to exercise either legal defeasance or covenant defeasance
with respect to outstanding debt securities of any series:
o we must irrevocably have deposited or caused to be deposited
with the trustee as trust funds for the purpose of making the
following payments, specifically pledged as security for, and
dedicated solely to the benefits of the holders of the debt
securities of a series:
o money in an amount;
o U.S. Government Obligations; or
o a combination of money and U.S. Government Obligations,
o in each case sufficient without reinvestment, in the written
opinion of an internationally recognized firm of independent
public accountants to pay and discharge, and which shall be
applied by the trustee to pay and discharge, all of the
principal, interest and any premium at due date or maturity or
if we have made irrevocable arrangements satisfactory to the
trustee for the giving of notice of redemption by the trustee
in our name and at our expense, the redemption date;
o in the case of legal defeasance, we have delivered to the
trustee an opinion of counsel stating that, under then
applicable Federal income tax law, the holders of the debt
securities of that series will not recognize gain or loss for
federal income tax purposes as a result of the deposit,
defeasance and discharge to be effected and will be subject to
the same federal income tax as would be the case if the
deposit, defeasance and discharge did not occur;
o in the case of covenant defeasance, we have delivered to the
trustee an opinion of counsel to the effect that the holders of
the debt securities of that series will not recognize gain or
loss for U.S. federal income tax purposes as a result of the
deposit and covenant defeasance to be effected and will be
subject to the same federal income tax as would be the case if
the deposit and covenant defeasance did not occur;
o no Event of Default with respect to the outstanding debt
securities of that series has occurred and is continuing at the
time of such deposit after giving effect to the deposit or, in
the case of legal defeasance, no Event of Default relating to
bankruptcy or insolvency has occurred and is continuing at any
time on or before the 91st day after the date of such deposit,
it being understood that this condition is not deemed satisfied
until after the 91st day;
o the legal defeasance or covenant defeasance will not cause the
trustee to have a conflicting interest within the meaning of
the Trust Indenture Act, assuming all debt securities of a
series were in default within the meaning of such Act;
o the defeasance or covenant defeasance will not result in a
breach or violation of, or constitute a default under, any
other agreement or instrument to which we are a party;
o the legal defeasance or covenant defeasance will not result in
the trust arising from such deposit constituting an investment
company within the meaning of the Investment Company Act of
1940, as amended, unless the trust is registered under such Act
or exempt from registration; and
o we have delivered to the trustee an officers' certificate and
an opinion of counsel stating that all conditions precedent
with respect to the defeasance or covenant defeasance have been
complied with.
DESCRIPTION OF WARRANTS AND OTHER RIGHTS
We may issue warrants and other rights to purchase our securities,
including but not limited to debt warrants, which are warrants to purchase
debt securities, and equity warrants, which are warrants to purchase common
stock or preferred stock as well as other rights to purchase our
securities.
Each series of warrants or rights will be issued under a separate
warrant or rights agreement to be entered into between us and a warrant or
other applicable agent. The agent will act solely as our agent in
connection with a series of warrants or rights and will not assume any
obligation or relationship of agency for or with holders or beneficial
owners of warrants or other rights. The following describes the general
terms and provisions of the warrants and rights offered by this prospectus.
A prospectus supplement will describe any other terms of the warrants or
other rights to purchase our securities which we may offer in the future.
DEBT WARRANTS OR RIGHTS
The applicable prospectus supplement will describe the terms of any
debt warrants or rights, including the following:
o the title and aggregate number of the debt warrants or rights;
o any offering price of the debt warrants or rights;
o the number of debt warrants or rights and debt securities that
will be separately transferable;
o any date on and after which the debt warrants or rights and
debt securities will be separately transferable;
o the title, total principal amount, ranking and terms, including
subordination and conversion provisions, of the underlying debt
securities that may be purchased upon exercise of the debt
warrants or rights;
o the time or period when the debt warrants or rights are
exercisable, the minimum or maximum amount of debt warrants or
rights which may be exercised at any one time and the final
date on which the debt warrants or rights may be exercised;
o the principal amount of underlying debt securities that may be
purchased upon exercise of each debt warrant or right and the
price, or the manner of determining the price, at which the
principal amount may be purchased upon exercise;
o the terms of any right to redeem or call the debt warrants or
rights;
o any book-entry procedure information;
o any currency or currency units in which the offering price and
the exercise price are payable;
o any other terms of the debt warrants or rights not inconsistent
with the provisions of the debt warrant or rights agreement;
and
o material United States federal income tax consequences.
EQUITY WARRANTS
The applicable prospectus supplement will describe the terms of any
equity warrants or rights, including the following:
o the title and aggregate number of the equity warrants or
rights;
o any offering price of the equity warrants or rights;
o the designation and terms of any shares of preferred stock that
are purchasable upon exercise of the equity warrants or rights;
o if applicable, the designation and terms of the securities with
which the equity warrants or rights are issued and the number
of the equity warrants or rights issued with each security;
o the method of distribution of the equity warrants or rights;
o the exercise price and period in which the equity warrants or
rights may be exercised; and
o the identity of any standby purchaser of the equity securities.
SELLING STOCKHOLDERS
As of April 21, 2000, Boston Edison Company ("BECO") or, pursuant
to its recent change of name, NSTAR Communications, Inc. ("NSTAR") beneficially
owned 4,097,193 shares of our common stock. Registration of these shares
does not necessarily mean that NSTAR will sell all or any of these shares.
Although NSTAR does not, as of March 31, 2000, own any other equity
securities of RCN, it continues to have the right to convert additional
percentages of its equity interest in RCN BECOCOM, LLC, the joint venture
entity it owns with RCN, into shares of our common stock. In May 1999,
NSTAR exercised its right to convert an additional percentage of such
interest. The number of our shares which NSTAR is entitled to receive on
this additional conversion and the effect that the conversion will have on
the current ownership interests of the parties in RCN BECOCOM, LLC is yet
to be determined. Because NSTAR may sell all or some of the 4,097,193
shares, no estimate can be given as to the number of shares of our common
stock that will be held by NSTAR after completion of any offering. Thomas
May, Chairman, President and Chief Executive Officer of NSTAR was appointed
as a director of RCN in September 1997.
As of April 12, 2000, David Epstein, a former employee of RCN,
beneficially owned 19,859 shares of our common stock. Registration of these
shares does not necessarily mean that Mr. Epstein will sell all or any of
these shares. Because Mr. Epstein may sell all or some of the 19,859
shares, no estimate can be given as to the number of shares of our common
stock that will be held by Mr. Epstein after completion of any offering.
As of April 17, 2000, Zachary Julius, an employee of RCN,
beneficially owned 46,639 shares of our common stock. Registration of these
shares does not necessarily mean that Mr. Julius will sell all or any of
these shares. Because Mr. Julius may sell all or some of the 46,639 shares,
no estimate can be given as to the number of shares of our common stock
that will be held by Mr. Julius after completion of any offering.
PLAN OF DISTRIBUTION
We may sell the securities in any of three ways (or in any
combination): (a) through underwriters or dealers; (b) directly to a
limited number of purchasers or to a single purchaser; or (c) through
agents. The prospectus supplement will set forth the terms of the offering
of such securities, including
(a) the name or names of any underwriters, dealers or agents and the
amounts of securities underwritten or purchased by each of
them,
(b) the initial public offering price of the securities and the
proceeds to us and any discounts, commissions or concessions
allowed or reallowed or paid to dealers, and
(c) any securities exchanges on which the securities may be listed.
Any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time.
If underwriters are used in the sale of any securities, the
securities will be acquired by the underwriters for their own account and
may be resold from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at varying
prices determined at the time of sale. The securities may be either offered
to the public through underwriting syndicates represented by managing
underwriters, or directly by underwriters. Generally, the underwriters'
obligations to purchase the securities will be subject to certain
conditions precedent. The underwriters will be obligated to purchase all of
the securities if they purchase any of the securities.
We may sell the securities through agents from time to time. The
prospectus supplement will name any agent involved in the offer or sale of
the securities and any commissions we pay to them. Generally, any agent
will be acting on a best efforts basis for the period of its appointment.
We may authorize underwriters, dealers or agents to solicit offers
by certain purchasers to purchase the securities from them at the public
offering price set forth in the prospectus supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date
in the future. The contracts will be subject only to those conditions set
forth in the prospectus supplement, and the prospectus supplement will set
forth any commissions we pay for solicitation of these contracts. This
prospectus, including any amendment or supplement, may also be used in
connection with sales of up to 4,097,193 shares of our common stock issued
to NSTAR under the terms of an exchange agreement between NSTAR and RCN. The
exchange agreement provides NSTAR with registration rights with respect to
our common stock. NSTAR has agreed to provide us with advance written notice
of their intent to make such sales. This prospectus, including any
amendment or supplement, may also be used in connection with sales of up to
19,859 shares of our common stock issued to David Epstein, a former
employee of RCN and sales of up to 46,639 shares of our common stock issued
to Zachary Julius, an employee of RCN. NSTAR, Mr. Epstein and Mr. Julius may
offer their shares of RCN common stock at various times in one or more of
the following transactions: in exchange or the over-the-counter market
transactions; in private transactions other than exchange or
over-the-counter market transactions; in connection with short sales of RCN
common stock; and by pledge to secure debts and other obligations. NSTAR,
Mr. Epstein and Mr. Julius may sell their shares at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices or fixed prices. NSTAR, Mr. Epstein and Mr.
Julius may use broker-dealers to sell their shares. If this happens,
broker-dealers will either receive discounts or commissions from NSTAR, Mr.
Epstein or Mr. Julius, as the case may be, or they will receive commissions
from purchasers of shares for whom they acted as agents. In connection with
any resales by NSTAR, Mr. Epstein or Mr. Julius, a prospectus supplement, if
required, will be filed under Rule 424(b) under the Securities Act,
disclosing the number of shares involved and other details of such resale
to the extent appropriate.
Agents and underwriters may be entitled to indemnification by us
against certain civil liabilities, including liabilities under the
Securities Act, or to contribution with respect to payments which the
agents or underwriters may be required to make in respect thereof. Agents
and underwriters may be customers of, engage in transactions with, or
perform services for us in the ordinary course of business.
LEGAL MATTERS
The validity of the securities in respect of which this prospectus
is being declared is being passed on by John J. Jones, Executive Vice
President and General Counsel of RCN.
EXPERTS
The financial statements incorporated in this Prospectus by
reference to the RCN Annual Report on Form 10-K for the year ended December
31, 1999 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority
of said firm as experts in auditing and accounting.
The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with
the Securities and Exchange Commission is effective. This prospectus is not
an offer to sell these securities and it is not soliciting an offer to buy
these securities in any state where the offer or sale is not permitted.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses payable by
the Registrant in connection with the sale of the securities being
registered hereby. All amounts are estimates except the registration fee.
Amount to
be paid
Registration fee..................................... $467,256.77
Printing............................................. 750,000
Legal fees and expenses.............................. 500,000
Accounting fees and expenses......................... 200,000
Miscellaneous........................................ 25,00
TOTAL................................................ $ 1,692,257
================
Item 15. Indemnification of Directors and Officers
Reference is made to Section 102(b)(7) of the Delaware General
Corporation Law, which enables a corporation in its original certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiduciary duty,
except (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the Delaware General Corporation Law
(providing for liability of directors for the unlawful payment of dividends
or unlawful stock purchases or redemptions) or (iv) for any transaction
from which a director derived an improper personal benefit.
Section 145 of the Delaware General Corporation Law empowers RCN to
indemnify, subject to the standards set forth therein, any person in
connection with any action, suit or proceeding brought before or threatened
by reason of the fact that the person was a director, officer, employee or
agent of such company, or is or was serving as such with respect to another
entity at the request of such company. The Delaware General Corporation Law
also provides that RCN may purchase insurance on behalf of any such
director, officer, employee or agent.
RCN's Amended and Restated Articles of Incorporation provides in
effect for the elimination of the personal liability of RCN directors for
breaches of fiduciary duty and for the indemnification by RCN of each
director and officer of RCN, in each case, to the fullest extent permitted
by applicable law.
RCN purchases and maintains insurance on behalf of any person who
is or was a director, officer, employee or agent of RCN, or is or was
serving at the request of RCN as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise against any liability asserted against him or her
and incurred by him or her in any such capacity, or arising out of his or
her status as such, whether or not RCN would have the power or the
obligation to indemnify him or her against such liability under the
provisions of the RCN Certificate of Incorporation.
Item 16. Exhibits and Financial Statement Schedules
(a)Exhibits
Exhibit No. Document
1.1 Form of Underwriting Agreement (incorporated by reference to
Exhibit 1.1 to RCN's Registration Statement on Form S-3
(filed February 1, 1999) (Commission File No. 333- 71525))
2.1 Form of Distribution Agreement among C-TEC Corporation,
Cable Michigan, Inc. and RCN Corporation (incorporated by
reference to Exhibit 2.1 to Amendment No. 2 to RCN's
Information Statement on Form 10/A ("Form 10") filed on
September 5, 1997)
2.2 Tax Sharing Agreement by and among C-TEC Corporation, Cable
Michigan, Inc. and the Registrant (incorporated by reference
to Exhibit 10.1 to RCN's Form 10)
2.3 Agreement and Plan of Merger dated as of January 21, 1998
among Erols Internet, Inc., Erol Onaran, Gold & Appel
Transfer, S.A., RCN Corporation and ENET Holding, Inc.
(incorporated by reference to Exhibit 2.1 to RCN's Current
Report on Form 8-K ("March 1998 8-K") filed on March 6,
1998)
2.4 Amendment No. 1 to Agreement and Plan of Merger dated as of
January 21, 1998 among Erols Internet, Inc., Erol Onaran,
Gold & Appel Transfer, S.A., RCN Corporation and ENET
Holding, Inc. (incorporated by reference to Exhibit 2.2 to
RCN's March 1998 8-K)
3.1 Certificate of Designations, Preferences and Rights of
Series A 7% Senior Convertible Preferred Stock dated April
7, 1999 (incorporated by reference to Exhibit 3.1 to
Amendment No. 2 to RCN's Registration Statement on Form S-3
(filed April 16, 1999) (Commission File No. 333-71525))
3.2 Certificate of Designations, Preferences and Rights of
Series B 7% Senior Convertible Preferred Stock (incorporated
by reference to Exhibit A of Exhibit 10.01 to RCN's current
report on Form 8-K (filed October 1, 1999) (Commission File
No. 0-22825))
4.1 Indenture dated as of February 6, 1998 between RCN, as
Issuer, and The Chase Manhattan Bank, as trustee, with
respect to the 9.80% Senior Discount Notes due 2008
(incorporated by reference to Exhibit 4.1 to RCN's
Registration Statement on Form S-4 (Commission File No.
333-48487) ("1998 Form S-4") filed on March 23, 1998)
4.2 Form of the 9.80% Senior Discount Notes due 2008, Series B
(included in Exhibit 4.1) (incorporated by reference to
Exhibit 4.2 to RCN's 1998 Form S-4)
4.3 Indenture dated as of October 17, 1997 between RCN, as
Issuer, and The Chase Manhattan Bank, as trustee, with
respect to the 10% Senior Notes due 2007 (incorporated by
reference to Exhibit 4.1 to RCN's Registration Statement on
Form S-4 (Commission File No. 333-41081) ("Form S-4") filed
on November 26, 1997)
4.4 Form of the 10% Senior Exchange Notes due 2007 (incorporated
by reference to Exhibit 4.2 to RCN's Form S-4)
4.5 Indenture dated as of October 17, 1997 between RCN, as
Issuer, and The Chase Manhattan Bank, as trustee, with
respect to the 11 1/8% Senior Discount Notes due 2007
(incorporated by reference to Exhibit 4.3 to RCN's Form S-4)
4.6 Form of the 11 1/8% Senior Discount Exchange Notes due 2007
(incorporated by reference to Exhibit 4.4 to RCN's Form S-4)
4.7 Indenture dated June 24, 1998 between RCN, as Issuer, and
The Chase Manhattan Bank, as trustee, with respect to the
11% Senior Discount Notes due 2008 (incorporated by
Reference to Exhibit 4.8 to RCN's Registration Statement on
Form S-1 (Commission File No. 333-55673))
4.8 Form of 11% Senior Discount Note due 2008 (incorporated by
reference to Exhibit 4.8 to RCN's Registration Statement on
Form S-1 (Commission File No. 333-55673))
4.9 Escrow Agreement dated as of October 17, 1997 among The
Chase Manhattan Bank, as escrow agent, The Chase Manhattan
Bank, as trustee under the Indenture (as defined therein),
and RCN (incorporated by reference to Exhibit 4.6 to RCN's
Form S-4)
4.10 Credit Agreement dated as of July 1, 1997 among C-TEC Cable
Systems, Inc., ComVideo Systems, Inc., C-TEC Cable Systems
of New York, Inc. and First Union National Bank, as agent
(incorporated by reference to Exhibit 4.1 to RCN's Form 10)
4.11 Form of Indenture relating to debt securities issued
hereunder (incorporated by reference to Exhibit 4.11 to
Amendment No. 2 to RCN's Registration Statement on Form S-3
(filed October 1, 1999) (Commission File No. 333-71525))
4.12 Credit Agreement dated as of June 3, 1999 among RCN, the
borrowers named therein, the lenders party thereto, The
Chase Manhattan Bank, as Agent, Chase Securities Inc., as
Lead Arranger and Book Manager, and Deutsche Bank A.G.,
Merrill Lynch Capital Corp. and Morgan Stanley Senior
Funding, as Documentation Agents (incorporated herein by
reference to Exhibit 10.01 to RCN's Current Report on Form
8-K dated August 17, 1999 (filed August 17, 1999)
(Commission File No. 000-22825))
4.13 Form of Indenture between RCN, as Issuer, and The Chase
Manhattan Bank, as Trustee, with respect to the 10 1/8%
Senior Notes due 2010 (incorporated herein by reference to
Exhibit 4.11 to RCN's 1999 Form S-3)
4.14 First amendment, dated as of December 3, 1999, to the Credit
Agreement, dated as of June 3, 1999 among RCN, the borrowers
named therein, the lenders party thereto, The Chase
Manhattan Bank, as Agent, Chase Securities Inc., as Lead
Arranger and Book Manager, and Deutsche Bank A.G., Merrill
Lynch Capital Corp. and Morgan Stanley Senior Funding, as
Documentation Agents (incorporated herein by reference to
Exhibit 10.01 to RCN's Current Report on Form 8-K dated
August 17, 1999 (filed August 17, 1999) (Commission File No.
000-22825))
4.15 Stock Purchase Agreement dated as of October 1, 1999 between
Vulcan Ventures Incorporated (incorporated by reference to
RCN's Form 8-K dated October 1, 1999, Commission file No.
0-22825)
4.16 Voting Agreement dated as of October 1, 1999 among RCN,
Vulcan Ventures Incorporated and Level 3 Telecom Holdings,
Inc. (incorporated by reference to RCN's Form 8-K dated
October 1, 1999, Commission File No. 0-22825)
5.1 Opinion of John J. Jones
12.1 Statement re: computation of ratios
23.1 Consent of PricewaterhouseCoopers LLP with respect to RCN
Corporation
24.1 Power of Attorney (included on the signature page of the
Registration Statement)
25.1 Statement of Eligibility of Trustee
Item 17. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of securities registered hereby, a post-effective amendment
to this registration statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission
pursuant to Rule 424(b) under the Securities Act of 1933 if, in
the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that the undertakings set forth in paragraph
(i) and (ii) above do not apply if the information required to
be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant
to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby understands that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrants pursuant to the
foregoing provisions, or otherwise, the registrants have been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrants will, unless in the opinion of their counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Princeton, State
of New Jersey, on June 2, 2000.
RCN CORPORATION
By: /s/ Timothy J. Stoklosa
Name: Timothy J. Stoklosa
Title: Executive Vice President and Chief
Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints David C. McCourt, Timothy
J. Stoklosa and John J. Jones and each of them, his true and lawful
attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post- effective
amendments) to this registration statement and to file the same with all
exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully
to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any
of them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof. This power of attorney may be executed
in counterparts.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
Director, Chairman and June 2, 2000
/s/ David C. McCourt Chief Executive Officer
----------------------------
David C. McCourt
Director, President and June 2, 2000
/s/ Michael A. Adams Chief Operating Officer
----------------------------
Michael A. Adams
Director, Executive Vice President June 2, 2000
/s/ Timothy J. Stoklosa and Chief Financial Officer
----------------------------
Timothy J. Stoklosa
Senior Vice President and June 2, 2000
/s/ Ralph S. Hromisn Chief Accounting Officer
----------------------------
Ralph S. Hromisin
/s/ James Q. Crowe Director June 2, 2000
----------------------------
James Q. Crowe
Director
----------------------------
Alfred Fasola
/s/ Stuart E. Graham Director June 2, 2000
----------------------------
Stuart E. Graham
/s/ Richard R. Jaros Director June 2, 2000
----------------------------
Richard R. Jaros
/s/ Michael J. Levitt Director June 2, 2000
----------------------------
Michael J. Levitt
/s/ Thomas May Director June 2, 2000
----------------------------
Thomas May
/s/ Thomas P. O'Neill, III Director June 2, 2000
----------------------------
Thomas P. O'Neill, III
/s/ Eugene Roth Director June 2, 2000
----------------------------
Eugene Roth
/s/ Walter Scott, Jr. Director June 2, 2000
----------------------------
Walter Scott, Jr.
/s/ William D. Savoy Director June 2, 2000
----------------------------
William D. Savoy
/s/ Edward S. Harris Director June 2, 2000
----------------------------
Edward S. Harris
/s/ Michael B. Yanney Director June 2, 2000
----------------------------
Michael B. Yanney
EXHIBIT INDEX
Exhibit No. Document
1.1 Incorporated by reference to Exhibit 1.1 to RCN's
Registration Statement on Form S-3 (filed February 2, 1999)
(Commission File No. 333-71525)
2.1 Form of Distribution Agreement among C-TEC Corporation,
Cable Michigan, Inc. and RCN Corporation (incorporated by
reference to Exhibit 2.1 to Amendment No. 2 to RCN's
Information Statement on Form 10/A ("Form 10") filed on
September 5, 1997)
2.2 Tax Sharing Agreement by and among C-TEC Corporation, Cable
Michigan, Inc. and the Registrant (incorporated by reference
to Exhibit 10.1 to RCN's Form 10)
2.3 Agreement and Plan of Merger dated as of January 21, 1998
among Erols Internet, Inc., Erol Onaran, Gold & Appel
Transfer, S.A., RCN Corporation and ENET Holding, Inc.
(incorporated by reference to Exhibit 2.1 to RCN's Current
Report on Form 8-K ("March 1998 8-K") filed on March 6,
1998)
2.4 Amendment No. 1 to Agreement and Plan of Merger dated as of
January 21, 1998 among Erols Internet, Inc., Erol Onaran,
Gold & Appel Transfer, S.A., RCN Corporation and ENET
Holding, Inc. (incorporated by reference to Exhibit 2.2 to
RCN's March 1998 8-K)
3.1 Certificate of Designations, Preferences and Rights of
Series A 7% Senior Convertible Preferred Stock dated April
7, 1999 (incorporated by reference to Exhibit 3.1 to
Amendment No. 2 to RCN's Registration Statement on Form S-3
(filed April 16, 1999) (Commission File No. 333-71525))
3.2 Certificate of Designations, Preferences and Rights of
Series B 7% Senior Convertible Preferred Stock (incorporated
by reference to Exhibit A of Exhibit 10.01 to RCN's current
report on Form 8-K (filed October 1, 1999) (Commission File
No. 0-22825))
4.1 Indenture dated as of February 6, 1998 between RCN, as
Issuer, and The Chase Manhattan Bank, as trustee, with
respect to the 9.80% Senior Discount Notes due 2008
(incorporated by reference to Exhibit 4.1 to RCN's
Registration Statement on Form S-4 (Commission File No.
333-48487) ("1998 Form S-4") filed on March 23, 1998))
4.2 Form of the 9.80% Senior Discount Notes due 2008, Series B
(included in Exhibit 4.1) (incorporated by reference to
Exhibit 4.2 to RCN's 1998 Form S-4)
4.3 Indenture dated as of October 17, 1997 between RCN, as
Issuer, and The Chase Manhattan Bank, as trustee, with
respect to the 10% Senior Notes due 2007 (incorporated by
reference to Exhibit 4.1 to RCN's Registration Statement on
Form S-4 (Commission File No. 333-41081) ("Form S-4") filed
on November 26, 1997)
4.4 Form of the 10% Senior Exchange Notes due 2007 (incorporated
by reference to Exhibit 4.2 to RCN's Form S-4)
4.5 Indenture dated as of October 17, 1997 between RCN, as
Issuer, and The Chase Manhattan Bank, as trustee, with
respect to the 11 1/8% Senior Discount Notes due 2007
(incorporated by reference to Exhibit 4.3 to RCN's Form S-4)
4.6 Form of the 11 1/8% Senior Discount Exchange Notes due 2007
(incorporated by reference to Exhibit 4.4 to RCN's Form S-4)
4.7 Indenture dated June 24, 1998 between RCN, as Issuer, and
The Chase Manhattan Bank, as trustee, with respect to the
11% Senior Discount Notes due 2008 (incorporated by
Reference to Exhibit 4.8 to RCN's Registration Statement on
Form S-1 (Commission File No. 333-55673))
4.8 Form of 11% Senior Discount Note due 2008 (incorporated by
reference to Exhibit 4.8 to RCN's Registration Statement on
Form S-1 (Commission File No. 333-55673))
4.9 Escrow Agreement dated as of October 17, 1997 among The
Chase Manhattan Bank, as escrow agent, The Chase Manhattan
Bank, as trustee under the Indenture (as defined therein),
and RCN (incorporated by reference to Exhibit 4.6 to RCN's
Form S-4)
4.10 Credit Agreement dated as of July 1, 1997 among C-TEC Cable
Systems, Inc., ComVideo Systems, Inc., C-TEC Cable Systems
of New York, Inc. and First Union National Bank, as agent
(incorporated by reference to Exhibit 4.1 to RCN's Form 10)
4.11 Form of Indenture relating to debt securities issued
hereunder (incorporated by reference to Amendment No. 2 to
RCN's Registration Statement on Form S-3 (filed April 16,
1999) (Commission File No. 333-71525))
4.12 Credit Agreement dated as of June 3, 1999 among RCN, the
borrowers named therein, the lenders party thereto, The
Chase Manhattan Bank, as Agent, Chase Securities Inc., as
Lead Arranger and Book Manager, and Deutsche Bank A.G.,
Merrill Lynch Capital Corp. and Morgan Stanley Senior
Funding, as Documentation Agents (incorporated herein by
reference to Exhibit 10.01 to RCN's Current Report on Form
8-K dated August 17, 1999 (filed August 17, 1999)
(Commission File No. 000-22825))
4.13 Form of Indenture between RCN, as Issuer, and The Chase
Manhattan Bank, as Trustee, with respect to the 10 1/8%
Senior Notes due 2010 (incorporated herein by reference to
Exhibit 4.11 to RCN's 1999 Form S-3)
4.14 First amendment, dated as of December 3, 1999, to the Credit
Agreement, dated as of June 3, 1999 among RCN, the borrowers
named therein, the lenders party thereto, The Chase
Manhattan Bank, as Agent, Chase Securities Inc., as Lead
Arranger and Book Manager, and Deutsche Bank A.G., Merrill
Lynch Capital Corp. and Morgan Stanley Senior Funding, as
Documentation Agents (incorporated herein by reference to
Exhibit 10.01 to RCN's Current Report on Form 8-K dated
August 17, 1999 (filed August 17, 1999) (Commission File No.
000-22825))
4.15 Stock Purchase Agreement dated as of October 1, 1999 between
Vulcan Ventures Incorporated (incorporated by reference to
RCN's Form 8-K dated October 1, 1999, Commission file No.
0-22825)
4.16 Voting Agreement dated as of October 1, 1999 among RCN,
Vulcan Ventures Incorporated and Level 3 Telecom Holdings,
Inc. (incorporated by reference to RCN's Form 8-K dated
October 1, 1999, Commission File No. 0-22825)
5.1 Opinion of John J. Jones
12.1 Statement re: computation of ratios
23.1 Consent of PricewaterhouseCoopers LLP with respect to RCN
24.1 Power of Attorney (included on the signature page of the
Registration Statement)
25.1 Statement of Eligibility of Trustee
