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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
RCN CORPORATION
______________________________________
(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
______________________________________________
(Title of Class of Security)
749361 10 1
______________________________________
(CUSIP Number)
MARCH 6, 2000
_______________________________________
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes.)
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CUSIP No. 749361 10 1 13G Page 2 of 5 Pages
- --------------------- --------------------
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<C> <S> <C>
1. NAME OF REPORTING PERSON NSTAR
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 04-3466300
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(a) X
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(b)
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION MASSACHUSETTS
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5. SOLE VOTING POWER 4,097,193
NUMBER OF -----------------------------------------------------------------------------------------
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY -----------------------------------------------------------------------------------------
EACH
REPORTING 7. SOLE DISPOSITIVE POWER 4,097,193
PERSON -----------------------------------------------------------------------------------------
WITH
8. SHARED DISPOSITIVE POWER
- -------------------------------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 4,097,193
- -------------------------------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
- -------------------------------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.31%
- -------------------------------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON HC
- -------------------------------------------------------------------------------------------------------
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SCHEDULE 13G
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<S> <C>
Item 1(a) Name of Issuer: RCN CORPORATION
1(b) Address of Issuer's Principal Executive Offices: 105 CARNEGIE CENTER
PRINCETON, NJ 08540
Item 2(a) Name of Person Filing: NSTAR
2(b) Address of Principal Business Office or, if none,
Residence: 800 BOYLSTON STREET
BOSTON, MA 02199
2(c) Citizenship: UNITED STATES
2(d) Title of Class of Securities: COMMON STOCK, PAR VALUE $1.00 PER SHARE
2(e) CUSIP Number: 749361 10 1
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Item 3 If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a: N/A
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<C> <C> <S>
(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) [ ] An investment adviser in accordance with (S)240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with (S)240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with (S)240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with (S)240.13d-1(b)(1)(ii)(J).
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If this statement is filed pursuant to (S)240.13d-1(c), check this box [ ].
Page 3 of 5 Pages
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Item 4(a) Amount beneficially owned: 4,097,193
4(b) Percent of Class: 5.31%
4(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 4,097,193
(ii) shared power to vote or to direct the vote:
(iii) sole power to dispose or to direct the disposition of:
4,097,193
(iv) shared power to dispose or to direct the disposition of:
Item 5 Ownership of Five Percent or less of a Class:
If this statement is being filed to report the fact as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the
following. [ ] N/A
Item 6 Ownership of more than Five Percent on behalf of another person: N/A
Item 7 Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on by the Parent Holding
Company: SEE ATTACHED EXHIBIT A.
Item 8 Identification and Classification of Members of the Group: N/A
Item 9 Notice of Dissolution of Group: N/A
Item 10 Certifications:
(a) The following certification shall be included if the
statement is filed pursuant to (S)240.13d-1(b):
Page 4 of 5 Pages
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By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
(b) The following certification shall be included if the statement is filed
pursuant to (S)240.13d-1(c):
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
Signature
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
By: /s/ ROBERT J. WEAFER, JR.
-----------------------------------
Name: ROBERT J. WEAFER, JR.
VICE PRESIDENT, CONTROLLER
AND CHIEF ACCOUNTING OFFICER
Dated: MARCH 13, 2000
Page 5 of 5 Pages
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Exhibit A
Item 7 to Schedule 13G Under the Securities Exchange Act of 1934 filed by NSTAR
with respect to its ownership of common stock of RCN Corporation
All of the shares of common stock of RCN Corporation which are the subject of
this filing are owned by NSTAR Communications, Inc.( f/k/a BecoCom, Inc). NSTAR
Communications, Inc. is an indirect subsidiary of the reporting person, NSTAR.
All shares of common stock of NSTAR Communications, Inc. are owned by Boston
Energy Technology Group, Inc., a Massachusetts corporation. All of the shares
of Boston Energy Technology Group, Inc. are owned by BEC Energy, a Massachusetts
trust. All shares of beneficial interest of BEC Energy are owned by the
reporting person, NSTAR.
