UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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)
Matthew J. Johnson, 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)
December 9, 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 |
|____|____________________________________________________________________|
| 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 |
| | | 8,226,262 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 | | 8,226,262 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 |
| | 8,226,262 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) |
| | 43.5% 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 the Schedule 13D dated June
28, 1993, as previously amended (as so amended, the "Schedule 13D")
Unless otherwise indicated, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the Schedule
13D.
Item 1. Security and Company.
The response set forth in Item 1 of the Schedule 13D is hereby
amended and restated in its entirety as follows:
"The classes of equity securities to which this statement
relates are the Common Stock, $1.00 par value per share (the "Common Stock"),
and the Class B Common Stock, $1.00 par value per share (the "Class B Stock"),
of C-TEC Corporation, a Pennsylvania corporation (the "Company"). The
principal executive offices of the Company are located at 105 Carnegie Center,
Princeton, NJ 08540."
Item 3. Source and Amount of Funds or Other Consideration.
The response set forth in Item 3 of the Schedule 13D is hereby
amended and restated in its entirety as follows:
"The purchase price for the Shares (as defined in Item 4) was
$202,327,191 in cash, subject to adjustment as provided in the Stock Purchase
Agreement (as defined in Item 4). The purchase price was funded through
internally generated funds of KDG.
The purchase price for the 7,625,494 shares of Common Stock
acquired pursuant to the Rights Offering (as defined in Item 4) (the "Rights
Offering Shares" and, collectively with the Shares, the "Company Shares") was
$152,509,880. The purchase price was funded through internally generated
funds of KDG."
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 December 1, 1994, the Company announced that its rights
offering of 14,858,634 shares of its Common Stock (the "Rights Offering")
expired that day at 5:00 p.m. EST. Shareholders of record at the close of
business on November 10, 1994 received nine rights for every ten shares of
Common Stock or Class B Common Stock held. Rights holders were permitted to
purchase one share of Common Stock for each right held at a subscription price
of $20 per share and each right also carried the right to "oversubscribe" for
shares of Common Stock that were not otherwise purchased pursuant to the
exercise of rights. The Company announced that it expected the net proceeds
from the Rights Offering would be approximately $117,000,000. RCN exercised
the 5,125,494 rights it received in respect of the shares it held at an
aggregate subscription price of $102,509,880 and oversubscribed for 2.5
million additional shares of Common Stock at an aggregate subscription price
of $50 million."
The response set forth in Item 4 of the Schedule 13D is hereby
further amended by inserting the following paragraph after the thirteenth
paragraph thereof:
"David McCourt, Chairman and Chief Executive Officer of the
Company and Chairman and Chief Executive Officer of RCN, participates in
the C-TEC Corporation Employee Stock Purchase Plan (the "C-TEC Employee
Stock Purchase Plan"). The C-TEC Employee Stock Purchase Plan operates on
the basis of periodic payroll deductions, with the Plan Administrator
purchasing shares of Common Stock on behalf of the Company employee on a
non-discretionary basis."
Item 5. Interest in Securities of the Company.
The response set forth in Item 5 of the Schedule 13D is hereby
amended and restated in its entirety as follows:
"(a) and (b) RCN and, for purposes of Section 13(d) of the
Exchange Act, the Kiewit Companies, beneficially own, 8,226,262 shares of
Common Stock, representing 43.5% of the Common Stock outstanding on December
9, 1994, and 5,094,223 shares of Class B Stock, representing 59.6% of the
Class B Stock outstanding on December 9, 1994. Because the Common Stock has
one vote per share and the Class B Stock has 15 votes per share, the Company
Shares are entitled to cast 84,639,607 (57.5%) of the 147,107,745 total votes
of all outstanding shares of Common Stock and Class B Stock on December 9,
1994.
Each share of Class B Stock is convertible into one share of
Common Stock. If all 5,094,223 shares of Class B Stock owned by RCN (but no
other shares of Class B Stock) were converted into Common Stock, the Company
Shares would comprise 13,320,485 shares of Common Stock representing 55.5% of
the 23,992,063 shares of Common Stock then outstanding.
RCN owns, and has the sole power to vote or to direct the vote,
and to dispose or direct the disposition of, the Company Shares. Through
their direct and indirect ownership of RCN, KDG and PKS may, for purposes of
Rule 13d-3 under the Exchange Act, be deemed to beneficially own the C-TEC
Shares.
David McCourt is the beneficial owner of 1,680 shares of Common
Stock representing less than .1% of the 18,897,840 shares of Common Stock
outstanding. Mr. McCourt has the sole power to vote or to direct the vote,
and to dispose or direct the disposition of these shares.
Except as set forth in this Item 5(a) and (b), none of the
Kiewit Companies, nor, to the best of knowledge of the Kiewit Companies, any
persons named in Schedule A or B hereto owns beneficially any shares of Common
Stock or Class B Stock.
(c) Other than the transaction listed below and RCN's purchase
of the Rights Offering Shares (as described in Item 4), no transactions in the
Common Stock or the Class B Stock have been effected during the past 60 days
by the Kiewit Companies or, to the best knowledge of the Kiewit Companies, by
any of the persons named in Schedule A or B hereto.(1)
(i) On December 1, 1994, David McCourt exercised 727 rights
received in connection with the Rights Offering,
purchasing 727 shares of Common Stock at a price of
$20.00 per share through the Bank of Boston, the
Subscription Agent for the Rights Offering.
(d) Inapplicable.
(e) Inapplicable."
(1) Excludes purchases of Common Stock by the Plan Administrator of the C-TEC
Employee Stock Purchase Plan on behalf of David McCourt.
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: December 12, 1994
RCN CORPORATION
By: /s/ David C. McCourt
Name: David C. McCourt
Title: President
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF RCN CORPORATION
The response set forth in Schedule A of the Schedule 13D is
hereby amended and restated in its entirety as follows:
The name, business address, citizenship, title and present
principal occupation or employment of each of the directors and executive
officers of RCN Corporation are set forth below.
<TABLE>
<CAPTION>
Principal
Name and Occupation or
Office Held Business Address Citizenship Employment
- ----------------- ------------------- ----------- ----------------
<S> <C> <C> <C>
David C. McCourt 105 Carnegie Center USA Chairman,
President, Princeton, NJ 08540 Chief Executive
Chief Executive Officer, C-TEC
Officer, Director Corporation
Ann C. McCulloch 1000 Kiewit Plaza USA Vice President and
Vice President Omaha, NE 68131 Treasurer, PKS
and Treasurer
James O. Spitzenberger 1000 Kiewit Plaza USA Vice President, PKS
Vice President Omaha, NE 68131
Richard R. Jaros 1000 Kiewit Plaza USA Executive Vice
Director Omaha, NE 68131 President, PKS
James Q. Crowe 3555 Farnham Street USA CEO, MFS
Director Omaha, NE 68131 Communications
Company, Inc.
Robert E. Julian 1000 Kiewit Plaza USA CFO, PKS
Director Omaha, NE 68131
Walter Scott, Jr. 1000 Kiewit Plaza USA President, PKS
Director Omaha, NE 68131
</TABLE>
