UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
C-TEC Corporation
(Name of Issuer)
Common Stock Class B Common Stock
$1.00 Par Value $1.00 Par Value
(Title of Classes of Securities)
126504109 126504208
(CUSIP Numbers)
Thomas C. Stortz, Esq.
c/o Peter Kiewit Sons', Inc.
1000 Kiewit Plaza
Omaha, Nebraska 68131
Tel. No.: (402) 271-2852
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
September 14, 1994
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or
(4), check the following: [ ].
Check the following box if a fee is being paid with this
statement: [ ].
Note: This document is being electronically filed with
the Commission, using the EDGAR system. Additionally, one paper copy of the
filing will subsequently be sent to the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP Nos. 126504109 | | Page 2 |
| 126504208 | | |
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON: |
| | RCN Corporation |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | 47-0761384 |
<PAGE>
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | WC |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 600,768 Common Stock (see Item 5) |
| | | 5,094,223 Class B Common Stock (see Item 5) |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | -0- (see Item 5) |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 600,768 Common Stock (see Item 5) |
| PERSON | | 5,094,223 Class B Common Stock (see Item 5) |
| WITH |____|_______________________________________________|
| | 10 | SHARED DISPOSITIVE POWER |
| | | -0- (see Item 5) |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 600,768 Common Stock (see Item 5); |
| | 5,094,223 Class B Common Stock (see Item 5) |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 7.5% of Common Stock; 59.6% of Class B Common Stock (see Item 5) |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | CO |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88)
The following information amends and restates the Schedule 13D
dated June 28, 1993, as previously amended (as so amended, the "Schedule 13D")
Item 4. Purpose of Transaction.
The response set forth in Item 4 of the Schedule 13D is hereby
amended by deleting the twelfth paragraph thereof and substituting the
following in its place:
"On July 1, 1994, the Company filed with the Securities and
Exchange Commission a Registration Statement relating to a proposed rights
offering pursuant to which the Company would distribute on a pro rata basis to
all holders of shares of Common Stock and Class B Stock transferable rights to
subscribe for shares of Common Stock at a subscription price to be specified.
<PAGE>
In addition, holders of such rights would be entitled to subscribe, pursuant
to an oversubscription privilege, for the shares of Common Stock that are
allocated for sale pursuant to the rights offering but are not sold because
rights are not exercised. The Company has announced that it would expect the
net proceeds of such rights offering to be approximately $300 million assuming
full exercise of all rights distributed. The Company has indicated that such
proceeds would be used for general corporate purposes. Specifically, the
Company has announced that it would expect such proceeds to be used primarily
(i) to prepay $100,000,000 in aggregate principal amount of the Company's
9.52% Senior Secured Notes due December 1, 2001, (ii) to develop full service
networks utilizing certain of the Company's cable television and telephone
systems or other platforms (such as leased or overbuilt facilities) and (iii)
for potential acquisitions, joint ventures and similar strategic investments
in the telecommunications industry. If the rights offering occurs, RCN
intends, subject to the approval of the Board of Directors of PKS,
to exercise all of the rights it receives in respect of the Shares and
to subscribe, pursuant to the oversubscription privilege, for additional
shares of Common Stock with an aggregate subscription price of up to
$50,000,000. Alternatively, RCN may transfer the rights it receives
in respect of the Shares to another affiliate of KDG that would exercise
the rights and the oversubscription privilege as described in the preceding
sentence."
SIGNATURES
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: September 16, 1994
RCN CORPORATION
By: /s/ David C. McCourt
_________________________
Name: David C. McCourt
Title: President
