SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 10)
Under the Securities Exchange Act of 1934
C-TEC CORP
(Name of Issuer)
Class B Common Stock Par Value $1.00 Per Share
(Title of Class and Securities)
126504208
(CUSIP Number of Class of Securities)
J. Hamilton Crawford, Jr., Gabelli Funds, Inc.
One Corporate Center, Rye, New York 10580-1434, (914) 921-5067
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 2, 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 State-
ment because of Rule 13D-1(b)(3) or (4), check the following box:
____
/___/
Check the following box if a fee is being paid with this State-
ment:
_____
/ /
<PAGE>
________________________________________________________________
CUSIP No. 126504208 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
GAMCO Investors, Inc. I.D. No. 13-2951242
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
OO: Funds of investment advisory clients
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) _____
/ x /
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_________________________________________________________________
: (7) SOLE VOTING POWER
: 928,318 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 1,012,318 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,012,318 (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
11.84%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IA
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
_______________________________________
CUSIP No. 126504208 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Gabelli & Company, Inc. I.D. No. 13-2885006
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
OO: Funds of client discretionary accounts and working
capital of its own account
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____
/___/
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_________________________________________________________________
: (7) SOLE VOTING POWER
: 140 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : 500 (Item 5)
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 140 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: 500 (Item 5)
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
640 (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
0.01%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
BD
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
______________________________________
CUSIP No. 126504208 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Gabelli Funds, Inc. I.D. No. 13-3056041
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(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) _____
/ x /
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_________________________________________________________________
: (7) SOLE VOTING POWER
: 218,500 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None (Item 5)
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 218,500 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None (Item 5)
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
218,500 (Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* _____
/ x /
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.56%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
HC
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
______________________________________
CUSIP No. 126504208 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Gabelli International Limited I.D. No. Foreign
Corporation
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(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
British Virgin Islands
_________________________________________________________________
: (7) SOLE VOTING POWER
: 5,000 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 5,000 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000 (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
0.06%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
____________________________________
CUSIP No. 126504208 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Mario J. Gabelli I.D. No. ###-##-####
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(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) ____
/ x /
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
_________________________________________________________________
: (7) SOLE VOTING POWER
: None (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: None (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* _____
/ x /
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.00%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IN
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
____________________________________
CUSIP No. 126504208 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Gabelli International Limited II I.D. No. Foreign
Corporation
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(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
British Virgin Islands
_________________________________________________________________
: (7) SOLE VOTING POWER
: 20,000 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 20,000 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000 (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
0.23%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
___________________________________
CUSIP No. 126504208 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Gabelli Performance Partnership I.D. No. 13-3396569
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
AF: Funds of Gabelli Performance Partnership
_________________________________________________________________
(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
: 15,000 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 15,000 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,000 (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
0.18%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
This Amendment No. 10 to Schedule 13D on C-TEC CORP (the
"Issuer") is being filed on behalf of the undersigned to amend
the Schedule 13D, as amended (the "Schedule 13D") which was
originally filed on January 31, 1990 . Unless otherwise indicat-
ed, all capitalized terms used herein but not defined herein
shall have the same meaning as set forth in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item to Schedule 13D is amended, in pertinent part, as
follows:
All Reporting Persons used an aggregate of approximate-
ly $24,500 to purchase its Securities. GFI used approximately
$24,500 of funds that were provided through the accounts of
certain of their investment advisory clients.
Item 4. Purpose of Transaction
Reference is made to the information provided in the
revision to Item 6 incorporated in this Amendment.
Item 5. Interest In Securities Of The Issuer
(a) The aggregate number and percentage of Securities to
which this Schedule 13D relates is 1,271,458 shares, representing
14.88% of the 8,547,327 shares outstanding in the Issuer's most
recently filed 10-Q Form dated July, 1994. The Reporting Persons
beneficially own those Securities as follows:
Shares of % of
Class B Common Class of
Name Stock Common
GFI:
As Principal 1,500 0.02%
As Agent 217,000 2.54%
GAMCO 1,012,318 11.84%
Gabelli & Company:
Principal/Trading 140 0.00%
Agent 500 0.01%
GPP 15,000 0.18%
GIL 5,000 0.06%
GIL II 20,000 0.23%
MJG 0 0.00%
Mr. Gabelli is deemed to have beneficial ownership of
the Securities beneficially owned by each of the foregoing
persons and GFI is deemed to have beneficial ownership of the
securities owned beneficially by each of the foregoing persons
other than Mr. Gabelli.
(b) Each of the Reporting Persons and Covered Persons
has the sole power to vote or direct the vote and sole power to
dispose or to direct the disposition of the Securities reported
for it, either for its own benefit or for the benefit of its
investment clients or its partners, as the case may be, except
that GAMCO Investors, Inc. does not have authority to vote 84,000
of the reported shares, and except that GFI has sole dispositive
and voting power with respect to the shares of the Issuer held by
the The Gabelli Asset Fund, The Gabelli Growth Fund, The Gabelli
Equity Trust, Inc. The Gabelli Convertible Securities Fund, The
Gabelli Value Fund Inc., The Gabelli Small Cap Growth Fund, The
Gabelli Equity Income Fund, The Gabelli ABC Fund, The Gabelli
Global Convertible Securities Fund, The Gabelli Interactive Couch
Potato Fund, Gabelli Gold Fund, Inc., and/or The Gabelli Global
Telecommunications Fund so long as the aggregate voting interest
of all joint filers does not exceed 25% of their total voting
interest in the Issuer and, in that event, the Proxy Voting
Committee of each Fund (other than The Gabelli Growth Fund) shall
respectively vote that Funds shares, and except that at any time,
the Proxy Voting Committee of each such Fund may take and
exercise in its sole discretion the entire voting power with
respect to the shares held by such fund under special
circumstances such as regulatory considerations, and except that
Gabelli & Company shares with the clients for whose accounts such
Securities were purchased the voting and dispositive power with
respect to the 500 shares purchased for such accounts, and except
that the power of Mr. Gabelli and GFI is indirect with respect to
Securities beneficially owned directly by other Reporting
Persons.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Item 6 to Schedule 13D is amended, in pertinent part,
as follows:
Gabelli & Company, Inc., in its capacity as a broker-
dealer which regularly supplies research to the institutional
community, has issued a special research report criticizing as
unfair to minority shareholders the Issuer's recently proposed
rights offering involving its Common and Class B Common Stock and
has communicated its concerns and recommended an alternative
course of action to senior management and the Board of Directors
of the Issuer.
Gabelli & Company, Inc. has also announced that it will
host a meeting for its institutional clients on September 12,
1994 to discuss its concerns over the timing and structure of the
proposed rights offering, the fundamentals of the Issuer and the
Issuer's prospects in the emerging integrated communications
market.
A copy of the above-mentioned research report is
attached to this Amendment and marked as Exhibit JJ.
Item 7 Material to be filed as an Exhibit
Item 7 to Schedule 13D is amended, in pertinent part,
as follows:
The attached Exhibit consisting of a special research
report dated August 31, 1994 issued by Gabelli & Company, Inc.
expressing concerns over a proposed rights offering by the Issuer
is attached hereto and hereinafter shall be incorporated by
reference as Exhibit JJ to Schedule 13D of various Reporting
Persons:
Exhibit JJ: Research Report of Gabelli &
Company, Inc. dated August 31, 1994
relating to the Issuer's Proposed
Rights Offering
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: September 7, 1994
GABELLI FUNDS, INC.
By:_________________________
J. Hamilton Crawford, Jr.
Senior Vice President
and General Counsel
GAMCO INVESTORS, INC.
By:_______________________
Douglas R. Jamieson
Chief Operating officer
and Executive Vice President
GABELLI & COMPANY, INC.
By:_________________________
J. Hamilton Crawford ,Jr.
Senior Vice President
and General Counsel
GABELLI INTERNATIONAL LIMITED
By____________________________
Mario J. Gabelli, Chairman
and Chief Investment Officer
by: J. Hamilton Crawford,
Attorney-in-Fact
GABELLI PERFORMANCE PARTNERSHIP
By____________________________
Mario J. Gabelli, General
Partner
by: J. Hamilton Crawford,
Attorney-in-Fact
MARIO J. GABELLI
By:__________________________
J. Hamilton Crawford, Jr.
Attorney-in-Fact
<PAGE>
Schedule I
Information with Respect to Executive
Officers and Directors of the Undersigned
Schedule I to Schedule 13D is amended, in pertinent
part, as follows:
The following sets forth as to each of the executive
officers and directors of the undersigned: his name; his business
address; and his present principal occupation or employment and
the name, principal business and address of any corporation or
other organization in which such employment is conducted. Unless
otherwise specified, the principal employer of each such in-
dividual is Gabelli Funds, Inc., Gabelli & Company, Inc., or
GAMCO Investors, Inc., the business address of each of which is
One Corporate Center, Rye, New York 10580, and each such
individual identified below is a citizen of the United States.
To the knowledge of the undersigned, during the last five years,
no such person has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), and no
such person was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which he was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities law or finding
any violation with respect to such laws except as reported in
Item 2(d) of this Schedule 13D.
Gabelli Funds, Inc.
Directors:
Mario J. Gabelli
Richard B. Black Chairman of Raster Image
Processing Systems; Chairman
ECRM; Director of Archetype
and Oak Technology; Director
of The Morgan Group, Inc.;
General Partner of KBA Part-
ners, Parker Plaza
400 Kelby Street,
Fort Lee, NJ 07029
Charles C. Baum Chairman, Director and Chief
Executive Officer of The
Morgan Group, Inc.;
Secretary & Treasurer
United Holdings
2545 Wilkens Avenue
Baltimore, MD 21223
Dr. Eamon M. Kelly President
Tulane University
218 Gibson Hall
6823 St. Charles Avenue
New Orleans, LA 70118
Officers:
Mario J. Gabelli Chairman, Chief Executive
Officer and Chief Investment
Officer
J. Hamilton Crawford, Jr. Vice President, Assistant
Secretary and General Counsel
Stephen G. Bondi Vice President - Finance
Joseph J. Frazzitta Assistant Secretary
GAMCO Investors, Inc.
Directors:
Douglas R. Jamieson
Joseph R. Rindler, Jr.
Regina Pitaro
Joseph J. Frazzitta
William F. Scholz
Officers:
Mario J. Gabelli Chief Investment Officer
Douglas R. Jamieson Chief Operating Officer and
Executive Vice President
Joseph J. Frazzitta Vice President and Chief
Financial Officer
James E. McKee Vice President, Legal and
Compliance and Assistant
Secretary
J. Hamilton Crawford, Jr. Assistant Secretary
Gabelli Securities, Inc.
Directors:
Charles C. Baum See above-Gabelli Funds, Inc.
Joseph R. Rindler Managing Director
Gabelli & Company, Inc.
One Corporate Center
Rye, NY 10580
David Perlmutter Perlmutter & Associates
200 Park Avenue, Suite 4515
New York, N.Y. 10166
Stephen G. Bondi Acting Chief Operating Officer
and Vice President
Advisors:
Vincent J. Amabile
Robert Blake
Officers:
Stephen G. Bondi Acting Chief Operating Officer
and Vice President
J. Hamilton Crawford, Jr. Vice President
and Assistant Secretary
Erwin I. Mevorah Vice President - Finance
Gabelli & Company, Inc.
Directors:
James G. Webster, III Chairman
Charles C. Baum See above-Gabelli Funds, Inc.
Joseph J. Frazzitta Vice President and
Chief Financial Officer
Officers:
James G. Webster, III Chairman
Joseph J. Frazzitta Vice President/Finance and
Chief Financial Officer
Stephen G. Bondi Vice President
J. Hamilton Crawford, Jr. Vice President
and General Counsel
GLI, Inc.
Directors:
Mario J. Gabelli See above-Gabelli Funds, Inc.
Officers:
Mario J. Gabelli Chairman and Chief Investment
Officer
Stephen G. Bondi Vice President
J. Hamilton Crawford, Jr. Assistant Secretary
Gabelli Associates Limited
Directors:
Mario J. Gabelli See above-Gabelli Funds, Inc.
MeesPierson (Cayman) British American Centre
Limited Dr. Roy's Drive- Phase 3
Georgetown, Grand Cayman
Cayman Islands, British
WestIndies
MeesPierson (Cayman) British American Centre
Limited Dr. Roy's Drive- Phase 3
Georgetown, Grand Cayman
Cayman Islands, British
WestIndies
Officers:
Mario J. Gabelli Chief Investment Officer
Kevin Bromley Vice President, Treasurer and
Assistant Secretary
Sandra Wight Secretary and Assistant Treasurer
Gabelli International Limited
Directors:
Mario J. Gabelli See above-Gabelli Funds, Inc.
MeesPierson (Cayman) British American Centre
Limited Dr. Roy's Drive- Phase 3
Georgetown, Grand Cayman
Cayman Islands, British West Indies
Officers:
Kevin Bromley Vice President, Treasurer, and
Assistant Secretary
MeesPierson (Cayman) Limited
British American Centre
Dr. Roy's Drive- Phase 3
Georgetown, Grand Cayman
Cayman Islands, British West Indies
Sandra Wight Secretary and Assistant Treasurer
Assistant Secretary
MeesPierson (Cayman) Limited
British American Centre
Dr. Roy's Drive- Phase 3
Georgetown, Grand Cayman
Cayman Islands, British West Indies
Lynch Corporation
8 Sound Shore Drive
Greenwich, CT 06830
Directors:
Paul J. Evanson Chief Financial Officer
FPL Group, Inc.
P.O Box 14000
700 Universe Blvd.
Juno Beach, Fl 33408
Bradley J. Bell Vice President & Treasurer
Whirlpool Corp.
Administrative Center
Benton Harbor, MI 49022
Morris Berkowitz Business Consultant
163-43 Willets Point Blvd.
Whitestone, NY 11357
Richard J. Boyle Chairman, The Boyle Group
6110 Blue Circle Drive
Suite 250
Minnetonka, MN 55343
Mario J. Gabelli See above-Gabelli Funds, Inc.
Robert C. Kolodny, M.D. Medical Director and Chairman
of the Board of The Behavorial
Medicine Institute
885 Oenoke Ridge Road
New Canaan, CT 06840
Paul Woolard Business Consultant
116 East 68th Street
New York, NY 10021
E. Val Cerutti Business Consultant
Cerutti Consultants
227 McLain Street
Mount Kisco, NY 10549
Officers:
Mario J. Gabelli Chairman and Chief Executive
Officer
Philip J. Lombardo Office of the President
Michael J. Small Office of the President
Joseph H. Epel Treasurer
Robert E. Dolan Chief Financial Officer
Carmine Ceraolo Assistant Controller
Robert A. Hurwich Vice President-Administration,
Secretary and General Counsel
Mary J. Carroll Administrative Assistant
Safety Railway Service Corporation
251 Welton Street
Hamden, CT 06517
Directors:
Joseph P. Rhein Chairman
241 McClenaghan Mill Road
Wynnewood, PA 19096
William F. Bullis Safety Railway Service Corporation
265 Great Neck Road
Great Neck, NY 11021
Officers:
Robert E. Dolan Controller
Joseph H. Epel Treasurer and Assistant
Secretary
James W. Toman Assistant Secretary
Entoleter, Inc.
251 Welton Street
Hamden, CT 06517
Directors:
Joseph P. Rhein See above-Safety Railway
William F. Bullis See above-Safety Railway
Officers:
John M. Martin President
James W. Toman Chief Financial Officer
Joseph H. Epel Treasurer and Secretary
Robert E. Dolan Controller
Western New Mexico Telephone Company
314 Yankee Street
Silver City, NM 08062
Directors:
Jack C. Keen Chairman
Jack W. Keen President
Dr. Brian E. Gordon Vice President
Mary Beth Baxter Secretary & Treasurer
Robert E. Dolan See above-Lynch Corporation
Joseph H. Epel See above-Lynch Corporation
Carmine Ceraolo See above-Lynch Corporation
Mary J. Carroll See above-Lynch Corporation
Officers:
Jack C. Keen Chairman of the Board
Jack W. Keen President
Jack L. Bentley Executive Vice President
Dr. Brian E. Gordon Vice President
Charles M. Baxter Sr. Vice President-Operations
James M. Bucher Asst. Vice President-
Operations
Mary Beth Baxter Secretary & Treasurer
Joseph H. Epel Assistant Treasurer
Inter-Community Telephone Company
P.O. Box A
Nome, ND 58062
Directors:
Mary J. Carroll See above-Lynch Corporation
Carmine P. Ceraolo See above-Lynch Corporation
Robert E. Dolan See above-Lynch Corporation
Joseph H. Epel See above-Lynch Corporation
Leone A. Nilsen President
Roger J. Nilsen P.O. Box 146
Hannaford, ND 58448
Duane A. Plecity Secretary
Harry B. Snyder P.O. Box 131
Buffalo, ND 58011
Robert Snyder 200 Broadway South
Buffalo, ND 58011
Officers:
Leone A. Nilsen President
Robert Snyder Vice President
Duane A. Plecity Secretary
Harry B. Snyder Treasurer
Joseph H. Epel Assistant Treasurer
One Corporate Center 08/31/94
Rye, New York 10580
(914) 921-5130
C-TEC Corporation
(CTEXB - 24 - OTC)
Right(s)
+
Wrong(s)
or better
Kill The Idea!
<PAGE>
One Corporate Center 08/31/94
Rye, New York 10580
(914) 921-5130
- Pilot Error
C-TEC Corporation (CTEXB - 24 - OTC) or Overreaching
Background
On June 18, 1993, C-TEC's controlling shareholders decided to sell all
of their shares to Peter Kiewit Sons', Inc. (PKS) for a price of
$34.50 per share in cash. The sellers left the minority shareholder
in the cold.
At that time we shared with our clients, "We are uncertain as to the
motivations behind the Control Group decision to sell or why they are
settling for a taxable transaction, or for a price equal to just 60 -
70% of our estimate of Private Market Value. In our analysis, $34.50
per share is equivalent to paying just 3.7 times cash flow for
telephone, or looked at another way, $600 per cable television
subscriber."
A Revived Respect For Minority Shareholders?
In CTEC's 1993 Annual Report, David McCourt, the spirited and
entrepreneurial Chief Executive Officer wrote, "This is an exciting
time for C-TEC and its shareholders. Management is committed to
expanding C-TEC's presence in the emerging integrated communications
market. With the support and assistance of the resource and
experience base of Kiewit, C-TEC is in a better position to grow than
ever before in its history. I hope that shareholders have high
expectations of C-TEC because I certainly do. And my expectations are
not limited to our financial or operating performance. C-TEC
management will be more open and available to our shareholders than
ever before. We will attempt to keep all stakeholders in C-TEC --
shareholders, employees, customers, and the communities in which we
operate -- as informed as possible about the important decisions made
by our company going forward."
What Is Currently Proposed? / What Do We Think?
On July 1, 1994 the company filed a Form S-3 registration statement
through a rights offering to raise $330 million. While we would
normally applaud this action, in this instance, we must condemn it.
In sum, our judgement is based on:
- Blind Pool
- 100% Rights Offer
- No Communication to Shareholders
- Management/Kiewit allocation priority
= No "Vote" By Us<PAGE>
First, the offering, as structured, proposes to double the shares of
C-TEC that are outstanding, taking the number to 33 million shares
from the current 16.5 millions shares. We understand this will be
accomplished via issuance of 16.5 million tradeable rights, whereby
one right plus $20.00 equals one new share of C-TEC.
So far the impact of this strategy has been to drive the public
price of C-TEC common stock from $35 per share to $24 per share at
a time when most publicly traded media related companies have
surged in price.
Secondly, management has not yet initiated action to share their
strategic vision for the company with public shareowners as promised
in the Chairman's letter of the 1993 Annual Report. In effect,
shareowners are being asked to "double down" blind, while the Kiewit
group, fully informed, can increase its ownership disproportionately
via an oversubscription mechanism based on "the number of shares
each beneficial holder exercising the oversubscription privilege has
purchased pursuant to the basic subscription privilege."
By allowing Kiewit/McCourt to enjoy oversubscription privileges and
by setting the subscription price at these levels, particularly with
such a massive underwriting in relationship to the lack of
shareholder communications of the company, we have to ask the
question, "Has Kiewit set up a transaction that disproportionately
benefits themselves?" In light of the alternatives available, for
example, a convertible bond, or variation thereof that any
investment banker would have jumped at, or a joint venture with
another telecom or cable company that even an investment banker
uninformed in this industry could find, we find it incredulous that
the rights offering option was pursued.
In sum we think management should first communicate its strategic
approach and then do a scaled down rights offering or some
alternative form of financing such as convertible debt.
<PAGE>
Values - A Revisit To The Long Term
Table 1 is our previously published PMV model for C-TEC which we are
updating.
Table 1
In Tables 2 and 3 we walk you through our Private Market Value model
and the company's capitalization, pro-forma for the proposed rights
offering. Note that PMV after the rights offering is roughly $40.00
per share versus $60.00 today.
Table 2 C-TEC Corporation
($mil.) - Private Market Value -
6/30/94 + Adj. Pro-forma
POTS $ 650 (a) $ 650
Cable Television 490 (b) 490
Other 20 20
Total $1,160 $1,160
- (Debt)/cash, net (190) +320 130
Private Market Value $ 970 $1,290
Shares outstanding 16.5 +16.5 33.0
PMV/share $58.80 $39.10
Notes: (a) EBDIT $72 mil., 9x
(b) EBDIT $45 mil., 11x
Source: Gabelli & Company, Inc. estimates and company published data.
Table 3 C-TEC Corporation
($ mil.) - Capitalization -
+ Rights Offer
# Shares - Common Stock 7.962 + 7.962 = 15.924
Class B 8.547 + 8.547 17.094
Total 16.509 16.509 33.018
x Price (a) 29 1/8 (b) 24
Market Value $480.8 $792.4
+ Debt 402.8 402.8
- - Cash (195.0) (c) + (320) (d) (515.0)
- - Other Cash equivalent (12.7) (12.7)
- - Pension overfund @ 25% (4.6) (4.6)
Debt, net (Cash) $190.5 $ (130)
Total Cap. $671.3 $662.0
Total Cap./EBDIT (e) 5.7x 5.7x
Notes:
(a) Price of Class B stock
(b) As of 6/30/94, day prior to filing of rights offer
(c) includes $182.5 - 40.0 taxes = 142.5 net proceeds estimated from
sale of cellular
(d) 15% discount to market prices of common stock + class B
(e) EBDIT: POTS $ 72 mil.
CATV 45
$117 mil.
Source: Gabelli & Company, Inc. computations.
In Sum
While we continue to be attracted to C-TEC's basic position in
telephony and cable and are encouraged with the Kiewit group's
enthusiasm to move forward and promise of "openness", we see the
structure and timing of the proposed rights offering as unfair to
other than control group shareholders, especially when alternatives
are more efficient, and more shareholder sensitive. These would
materially enhance both the public as well as the private value of
the company relative to this alternative. So why did Kiewit do this!
Was it Pilot Error or Overreaching? We think this deal should be
dropped.
Salvatore Muoio, C.F.A. / mra Gabelli & Company, Inc. 1994
(914) 921-5131
References: Company Reports: 6/30/93, 4/02/93
Gabelli Funds, Inc. and its affiliates own on behalf of themselves or
their clients 30.7% of C-TEC Corporation common stock and 14.86% of
Class B common stock.
This report has been prepared as a matter of general information.
It is not intended to be a complete description of any security or
company mentioned and is not an offer to buy or sell any security.
Unless otherwise noted, stock prices for 1994 reflect the closin
price through the business day immediately prior to the date of this
report. All facts and statistics are from sources believed rel
but are not guaranteed as to accuracy. The firm and its affiliates,
employees, and clients may have recently established or dispose
or may be establishing or disposing of positions in securities
mentioned in this report. Since portfolio managers make individual
investment decisions in the accounts under their supervision,
transactions in such accounts may be inconsistent with research report
Additional information on these securities is available upon request.
C-TEC Corporation
Source: 1993 Annual Report <PAGE>
C-TEC Corporation
Source: C-TEC 10Q 6/30/94..
