<PAGE> FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1993
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
Commission File No. 01-11053
C-TEC CORPORATION
(Exact name or registrant as specified in its charter)
Pennsylvania 23-2093008
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
46 Public Square, P.O. Box 3000, Wilkes-Barre, PA 18703-3000
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code:
717-825-1100
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $1.00 per share
Class B Common Stock, par value $1.00 per share
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
X Yes No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. (X)
Number of shares of the Registrant's Stock ($1.00 par value)
outstanding at March 1, 1994: 7,962,266 Common Stock
8,547,327 Class B Common Stock
Aggregate market value of Registrant's voting stock held by
non-affiliates at March 1, 1994 computed by reference to closing
price as reported by NASDAQ for Common Stock ($28 per share) and
to the bid price as reported for Class B Common Stock ($32.875
per share), is as follows:
204,751,372 Common Stock
111,856,530 Class B Common Stock
Documents Incorporated by Reference
1. Proxy Statement for 1994 Annual Meeting of Shareholders is
incorporated by reference into Part I and Part III of this Form
10-K.
<PAGE>
PART I
Item 1. Business.
The Company
C-TEC Corporation was organized in 1979. It is incorporated
under the laws of the Commonwealth of Pennsylvania and has its
principal office in Wilkes-Barre, Pennsylvania. C-TEC is a
holding company with wholly-owned subsidiaries, which are
engaged in various aspects of the communications industry and
which are organized into five principal groups - Telephone,
Cable Television, Communications Services, Mobile Services, and
Long Distance. Through its wholly-owned subsidiaries, C-TEC
also has ownership interests of 80% in a cable television
subsidiary; 79.98% and 93.05% in two cellular telephone
subsidiaries; and 53.55% in an alternative access telephone
service provider.
Operations
Telephone
The Telephone Group consists of a Pennsylvania public utility
providing local telephone service to a 19 county, 5,067 square
mile service territory in Pennsylvania. As of December 31,
1993, the Telephone Group provided service to approximately
211,000 main access lines. Of these 167,000 are residential and
44,000 primarily relate to business. This Group's operating
territory is rural, containing only 38.8 access lines per square
mile as compared to a Pennsylvania average of 151.0 lines per
square mile. The Group's 79 central offices serve an average of
2,500 lines and 65 square miles.
In addition to providing local telephone service, this Group
provides network access and long distance services to
interexchange carriers. This Group also has other revenues
which are considered non-regulated and primarily relate to
telecommunications equipment sales and services and billing/
collection services for interexchange long distance carriers.
Today, this Group's greatest competition is for the sale of
telecommunications equipment. This revenue source is not a
significant portion of the Group's business.
Intralata toll bypass and alternative local access telephone
service providers are potential competitive threats, although no
significant competition has occurred to date. Intralata toll
and access revenue comprise a significant portion of the Group's
business.
Cable
The Cable Group is a cable television operator with cable
television systems located in the States of New York, New
Jersey, Michigan, Delaware and Pennsylvania. The Group owns and
operates cable television systems serving 224,000 customers and
manages cable television systems with an additional 34,000
customers, ranking it in the top 35 of U.S. multiple system
operators.
- - -1-
<PAGE>
PART I
Item 1. Business, continued
Cable, continue
During 1993, the Cable Group restructured rates and channel
offerings to comply with the basic rate regulations and to
minimize the impact on revenue of the Cable Television Consumer
Protection and Competition Act of 1992 (the "Act").
The future impact of the Act on the Cable Group and the cable
television industry is still unclear. The Cable Group's 1993
operating results were not significantly impacted by the Act.
The Group's performance is dependent to a large extent on its
ability to obtain and renew its franchise agreements from local
government authorities on acceptable terms. To date, all of the
Group's franchises have been renewed or extended, generally at
or prior to their stated expirations and on acceptable terms.
During 1993, the Cable Group completed negotiations with 64
communities resulting in franchise renewals on terms which are
acceptable to the Group. The Cable Group has 369 franchises, 63
of which are in the 3 year Federal Communications Commission
franchise renewal window at December 31, 1993. No one franchise
accounts for more than 10% of the Group's total revenue.
Competition for the Group's services traditionally has come from
a variety of providers including broadcast television, video
cassette recorders and home satellite dishes. Direct broadcast
satellite (DBS) which will allow a consumer to receive cable
programming for a fee once they purchase an 18 inch receiving
dish and a set-top terminal for approximately $700 may increase
competition in the future. Two DBS companies are scheduled to
launch their services in April 1994. In addition, recent
changes in federal regulation allow telephone companies to lease
their networks to video programmers under the video dial-tone
platform. Also, in 1993, the announced mergers of various
telephone and cable companies heightened the questions about
competition in the future. The current regulatory environment
appears to be fostering competition in cable television by
telephone companies, and in telephone by cable companies,
however these regulations are still evolving. The Cable and
Telephone Groups continue to monitor the progress of regulations
affecting the telecommunications industry and are developing a
business plan to meet future competition. It is impossible to
predict at this time the impact of these technological and
regulatory developments on the cable television industry in
general or on the Group in particular.
Mobile Services
The Mobile Services Group currently operates cellular telephone
systems in metropolitan service areas (MSAs) and rural areas
(RSAs) throughout eight counties in Northeastern and Central
Pennsylvania and 24 counties in Southeast Iowa ("IA"), serving a
total population of 1.5 million. The Group also operates paging
and message management services in Northeastern Pennsylvania.
- - -2-
<PAGE>
PART I
Item 1. Business, continued
Mobile Services, continued
The Pennsylvania cellular territory consists of 2 MSA and 3 RSA
service areas. Vanguard Cellular is the primary competitor in
the 2 MSA markets and in 1 RSA market. There is no competition
in the other two RSA markets.
The Iowa cellular territory consists of 1 MSA and 4 RSA markets.
The Iowa market is fragmented in regards to competition.
Centel Cellular is the primary competitor in the MSA market,
U.S. Cellular in IA RSA 3, Contel in IA RSA 4, and CommNet 2000
in IA RSA 6. The IA RSA 11 territory is covered by two cellular
competitors - U.S. West and Centel.
The Group's service territory was increased with the activation
of three new cell sites in Pennsylvania in 1993. The Iowa
cellular properties benefited from four new cell sites in 1993.
The Group increased subscribers by approximately 53% in 1993.
In 1993, the Group introduced a call delivery Supersystem.
Through a key strategic relationship with a neighboring service
provider in Pennsylvania, the Group is now able to offer over
12,000 square miles of seamless cellular service in major
surrounding travel corridors. The Supersystem allows customers
to have calls automatically delivered to their roaming location
in the Supersystem. Callers need only dial the customary
seven-digit cellular phone number to contact the customer;
roaming access numbers and codes are no longer necessary. To be
competitive, the Group eliminated daily roaming charges and
reduced roaming rates throughout the Supersystem area.
Also instrumental in the subscriber growth has been the success
of the Group's venture in the retail arena. The first
company-operated retail location was opened in the fourth
quarter of 1992. During 1993, the group added four additional
kiosks in key population areas in the Pennsylvania market. The
kiosks allow the Group to reach the ever-growing consumer market
by being strategically positioned in major shopping malls,
providing added shopping convenience and a continued marketing
presence.
Communication Services
The Communications Services Group presently carries out business
in the Northeastern United States providing
telecommunications-related engineering and technical services.
These services are provided out of the headquarters in
Wilkes-Barre, Pennsylvania, and regional offices in
Pennsylvania, New York City and Virginia.
The services provided by the Group include telephony
engineering; system integration; operation and management of
telecommunications facilities for large corporate clients,
hospitals and universities; and installation of premises
distribution systems in large campus environments. In addition,
the Communications Services Group sells, installs and maintains
private branch exchanges (PBXs) in Pennsylvania and New Jersey.
The Group has also expanded its engineering services to include
video and data engineering, and successfully implemented several
major projects during 1993.
- - -3-
<PAGE>
PART I
Item 1. Business, continued
Communication Services, continued
The Group encounters major competition from interexchange
carriers (AT&T), regional bell operating companies, independent
telephone companies, system integrators, interconnect companies
and small independent consultants. The competition from various
sources results in significant downward pressure on the prices
and margins for the services the Group provides. The Group's
cost effective operations and competitive pricing, flexibility
to meet customer requirements, and reputation in the
telecommunications industry for quality service have been its
primary strengths against the competition.
Long Distance
The Long Distance Group presently operates in two territories.
The Group began operations in 1990 by servicing the local
service area of the Telephone Group. In late 1992, the Long
Distance Group entered the Wilkes-Barre/Scranton territory
served by Bell of PA. The primary focus in this market is the
business segment.
In late 1993, the Long Distance Group established sales offices
in additional markets served by Bell of PA - Philadelphia,
Pittsburgh, Harrisburg and Allentown.
The Group provides several types of services. The primary
service offered is a switched service in which a customer
chooses the Long Distance Group as their long distance provider
and dials the common "1+" to use the service. In addition to
providing customers with direct dial long distance service,
equal access also requires the Long Distance Group to offer
operator services - referred to as "0+". This service provides
the additional capabilities of third party billing, and calling
card service, among others. The Group also provides private
line service, 800 service and calling card service. The Long
Distance Group is basically a "reseller" of the above services
and employs the networks of several long distance providers on a
wholesale basis. The Group also provides telemarketing
services, primarily to cable companies.
Additionally, the Long Distance Group recognized the need
for an AT&T product to sell nationwide to large business
customers with multiple locations. In 1992, the Group procured
an AT&T Tariff 12 agreement and has also included this service
as an additional line of business.
The Group's recent expansion of services includes wholesale
activities in which a complete line of services is offered,
including marketing, billing and collection.
-4-
<PAGE>
PART I
Item 1. Business, continued
Long Distance, continued
As a result of expansion, in 1993, the Group procured its own
long distance switch. The Northern Telecom DMS-250 switch will
enable the Long Distance Group to provide full service long
distance, including, but not limited to, switched services,
private line services, 800 services, operator services, calling
card services and enhanced platform services such as message
delivery and debit card at reduced rates to customers while
providing quality customer service. In conjunction with the
switch implementation, the Group has invested in an improved
billing system possessing the capabilities to provide real time
customer service inquiry, toll investigation, trouble ticketing,
immediate customer interface with the local exchange carriers
and direct billing on a "one bill" concept with the local
exchange telephone companies.
The interexchange carrier market is crowded and competitive.
Recent industry surveys indicate an estimated 350-400
interexchange carriers in operation. A key development was the
rapid revenue growth by regional and niche oriented companies.
Although the top three carriers (AT&T, MCI and Sprint) account
for almost 90% of all interexchange carrier revenue, that share
declines as other interexchange carrier revenue grows almost 13%
annually.
Intense competition in the mid-sized business market reflects
the rapid growth of business customer revenue. Estimates
indicate the business market has doubled the growth rate of the
residential market. It is the regional interexchange carriers
who have been the major beneficiaries of the battle for the
mid-sized business market. This group has shown triple revenue
growth for this market segment compared to the top three
carriers.
The residential market is still dominated by the top three
carriers. However, this domination should decline given
increased price pressure combined with more aggressive marketing
by the regional carriers.
Locally, the Long Distance Group has mirrored the overall growth
statistics of the regional carriers. Competition for the
mid-sized business market has come from other similarly situated
carriers rather than the top three. The primary deviation from
industry growth trends is seen in the residential market segment
in the Telephone Group's operating territories. Here the Long
Distance Group has continued to hold the predominant market
share. This dominance has not gone unnoticed however, as
marketing activities by the top three carriers have been
increasing in the territory. A combination of value priced
products, exceptional customer service and aggressive marketing
activities has been the Group's primary strength against
competition.
Financial information regarding the Registrant's industry
segments is set forth on page XX of this Form 10-K.
As of December 31, 1993, the Company had 1,282 full-time
employees including general office and administrative personnel.
- - -5-
<PAGE>
PART I
Item 2. Properties.
C-TEC, the holding company, does not own any physical
properties. The Telephone Group owns and maintains in good
operating condition switching centers, cables and wires
connecting the telephone company and its customers with the
switching centers and other telephone instruments and equipment.
These properties enable the Telephone Group to provide
customers with prompt and reliable telephone service.
Substantially all of the properties of the Telephone Group are
subject to mortgage liens held by the United States of America
acting through the Rural Electrification Administration, Federal
Financing Bank, and the Rural Telephone Bank. C-TEC Cable
Systems of New York, Inc., ComVideo Systems, Inc., C-TEC Cable
Systems of Michigan, Inc. (the "Cable Television Group") own and
maintain in good operating condition head-end, distribution and
subscriber equipment. These properties enable the Cable
Television Group to provide customers with state-of-the-art,
reliable cable television service. Paging Plus, Inc. owns
paging and answering service assets. Cellular Plus of Iowa,
Inc., Iowa City Cellular Telephone Company, Inc., a 93.95% owned
subsidiary, Northeast Pennsylvania SMSA Limited Partnership, a
78.98% owned subsidiary, and C-TEC Cellular Centre County, Inc.
own and maintain cellular electronic equipment which provides
cellular telephone services to designated metropolitan and rural
service areas. Also, SRHC Inc. owns buildings in Wilkes-Barre
and Dallas, PA.
Item 3. Legal Proceedings.
In the normal course of business, there are various legal
proceedings outstanding. In the opinion of management, these
proceedings will not have a material adverse effect on financial
condition.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of security holders of the
Registrant during the fourth quarter of the Registrant's 1993
fiscal year.
EXECUTIVE OFFICER OF THE REGISTRANT
Pursuant to General Instruction G(3) of Form 10-K, the following
list is included as an un-numbered Item in Part I of this Report
in lieu of being included in the definitive proxy statement
relating to the Registrant's Annual Meeting of Shareholders to
be filed by Registrant with the Commission pursuant to section
14 (A) of the Securities Exchange Act of 1934 (the "1934 Act").
Information with respect to Executive Officers who are also
Directors is set forth in the definitive proxy statement
relating to Registrant's Annual Meeting of Shareholders, and is
hereby specifically incorporated herein by reference thereto.
- - -6-
<PAGE>
Executive Officers of the Registrant, continued
Age as of Office and Date Office Held Since:
Name March 1, 1994 Other Positions Held
Michael Adams 36 Vice President of Technology (since
November 1993); Vice President of Technology - Mercom,
Inc. (since November 1993); Vice President of
Engineering - RCN Corporation (since September 1992);
Vice President - McCourt Communications Co., Inc. (since
June 1992); Vice President of Business Development -
McCourt/Kiewit International (May 1991 - June 1992);
Managing Director - McCourt Cable & Communications, Ltd.
(October 1990 - June 1992); Director of Operations -
MFS/McCourt (January 1990 - October 1990); Vice President
of Engineering - McCourt Cable Systems, Inc. (June 1982 -
January 1990).
John C. Balan 59 Executive Vice President -
Commonwealth Communications, Inc.
(since July 1990); Vice President Marketing and Sales -
Commonwealth Communications, Inc. (September 1989 - July 1990);
Vice President - Marketing and Sales - Fairchild Industries
(January 1984 - September 1989).
Richard J. Burnheimer 35 Treasurer (since February
1994); Treasurer - Mercom, Inc. (since February 1994); Director
of Finance (since February 1992); Assistant Treasurer (December
1987 - February 1994).
Marc C. Elgaway 39 Executive Vice President -
Mobile Services Group (since April 1989); Vice President -
Mobile Services Group (since July 1988); General Manager -
Commonwealth Communications, Inc., (January 1988 - July 1988);
Senior Manager - Commonwealth Communications, Inc. (April 1987 -
January 1988); Senior Manager Planning & Marketing Strategies -
Commonwealth Communications, Inc. (August 1985 - April 1987).
- - -7-
<PAGE>
Executive Officers of the Registrant, continued
Age as of Office and Date Office Held Since:
Name March 1, 1994 Other Positions Held
Mark Haverkate 39 Vice President of Development (since
December 1993); Vice
President - Cable Television Group (October 1989 -
December 1993); Director of Acquisitions and Development
(July 1988 - October 1989); Corporate Marketing Manager -
Cable Television Group (May 1987 - July 1988).
Kenneth M. Jantz 51 Executive Vice President and Chief
Financial Officer (since February 1994); Executive Vice
President and Chief Financial Officer - Mercom, Inc.
(since February 1994); Executive Vice President - Kiewit
Industrial Co. (March 1992 - October 1993); Vice President
and Controller - Morrison Knudsen Corporation (July 1966
- - - March 1992).
B. Stephen May 45 Executive Vice President - Long Distance
Group (since July 1993);
Corporate Director of
Marketing - Consolidated Communications, Inc. (1991 - 1993);
Vice President and General Manager -
American Express ISC (1989 -
1991).
Michael J. Mahoeny 43 President - C-TEC Corporation (since
February 1994); President - Mercom, Inc. (since February
1994); Executive Vice President - Cable Television Group
(June 1991 - February 1994); Executive Vice President of
Mercom, Inc., an affiliate of C-TEC (December 17, 1991 -
February 1994); Chief Operating Officer - Harron
Communications Corp. (April 1983 -
December 1990).
Paul W. Mazza 49 Executive Vice-President -
Telephone Group (since December 1990); Executive Vice President
- - - Cable Television Group (September 1981 - November 1990);
Executive Vice President - Mobile Services Group (February 1986
- - - July 1988).
- - -8-
<PAGE>
Executive Officers of the Registrant, continued
Age as of Office and Date Office Held Since:
Name March 1, 1994 Other Positions Held
John J. Menapace 49 Vice President - Chief
Administrative Officer (since
December 1990); Vice President -
Chief Administrative Officer -
Mercom, Inc. (since
March 1992); Vice President Human
Resources and Administration
September 1986 - December 1990);
Director Network Services -
Commonwealth Telephone Co.
(May 1985 - September 1986); Director
- Operations - Commonwealth Telephone
Co. (January 1984 - May
1985); Staff & Services
Manager - Commonwealth
Telephone Co. (April 1983 - January
1984).
Raymond B. Ostroski 39 Vice President and General
Counsel (since December 1990); Secretary and General Counsel -
Mercom, Inc. (since December 17, 1991); Corporate Secretary -
C-TEC (since October 1989); Corporate Counsel C-TEC (August 1988
- - - December 1990); Assistant Corporate Secretary - C-TEC (April
1986 - October 1989); Associate Counsel - C-TEC (August 1985 -
August 1988).
PART II
Item 5. Market for the Registrant's Common Stock and Related
Stockholders
There were approximately 2,258 holders of Registrant's Common
Stock and 979 holders of Registrant's Class B Common Stock on
March 1, 1994. The Company has maintained a no cash dividend
policy since 1989. The Company does not intend to alter this
policy in the foreseeable future. Other information required
under Item 5 of Part II is set forth in Note 17 to the
consolidated financial statements included in Part IV Item
14(a)(1) of this Form 10-K.
Item 6. Selected Financial Data.
Information required under Item 6 of Part II is set forth in
Part IV Item 14(a)(1) of this Form 10-K.
Item 7. Management's Discussion and Analysis of Financial
Condition
and Results of Operations.
Information required under Item 7 of Part II is set forth in
Part IV Item 14(a)(1) of this Form 10-K.
- - -9-
<PAGE>
Item 8. Financial Statements and Supplementary Data.
The consolidated financial statements and supplementary data
required under Item 8 of Part II are set forth in Part IV Item
14(a)(1) of this Form 10-K.
Item 9. Disagreements on Accounting and Financial Disclosure.
During the two years preceding December 31, 1993, there has been
neither a change of accountants of the Registrant nor any
disagreement on any matter of accounting principles, practices
or financial statement disclosure.
PART III
Item 10. Directors and Executive Officers of the Registrant
The information required under Item 10 of Part III with respect
to the Directors of Registrant is set forth in the definitive
proxy statement relating to Registrant's Annual Meeting of
Shareholders to be filed by the Registrant with the Commission
pursuant to Section 14(A) of the 1934 Act and is hereby
specifically incorporated herein by reference thereto.
The information required under Item 10 of Part III with respect
to the executive officers of the Registrant is set forth at the
end of Part I hereof.
Item 11. Executive Compensation
The information required under Item 11 of Part III is set forth
in the definitive proxy statement relating to Registrant's
Annual Meeting of Shareholders to be filed by the Registrant
with the Commission pursuant to Section 14(A) of the 1934 Act,
and is hereby specifically incorporated herein by reference
thereto.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
The information required under Item 12 of Part III is included
in the definitive Proxy Statement relating to Registrant's
Annual Meeting of Shareholders to be filed by Registrant with
the Commission pursuant to Section 14(A) of the 1934 Act, and is
hereby specifically incorporated herein by reference thereto.
Item 13. Certain Relationships and Related Transactions
The information required under Item 13 of Part III is included
in the definitive proxy statement to Registrant's Annual Meeting
of Shareholders to be filed by Registrant with the Commission
pursuant to Section 14(A) of the 1934 Act, and is hereby
specifically incorporated herein by reference thereto.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Report on
Form
8-K.
(a)(1) Financial Statements:
Description Page
Selected Financial Data
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Consolidated Statements of Operations
for Years Ended December 31, 1993, 1992 and 1991
- - -10-
<PAGE>
Item 14. Exhibits, Financial Statement Schedules and Report on
Form
8-K.
(a)(1) Financial Statements:
Description Page
Consolidated Statements of Cash Flows
for Years Ended December 31, 1993, 1992 and 1991
Consolidated Balance Sheets -
December 31, 1993 and 1992
Consolidated Statements of Common Shareholders'
Equity for Years Ended December 31, 1993,
1992 and 1991
Notes to Consolidated Financial Statements
Report of Independent Accountants
(a)(2) Financial Statement Schedules:
Description
Condensed Financial Information of
Registrant for the Years Ended December 31,
1993, 1992 and 1991 (Schedule III)
Property, Plant and Equipment for the Years
Ended December 31, 1993, 1992 and 1991
(Schedule V)
Accumulated Depreciation and Amortization of
Property, Plant and Equipment for the Years
Ended December 31, 1993, 1992 and 1991
(Schedule VI)
(a)(2) Financial Statement Schedules continued
Valuation and Qualifying Accounts and Reserves
for the Years Ended December 31, 1993, 1992 and
1991 (Schedule VIII)
Short Term Borrowings for the Years Ended
December 31, 1993, 1992 and 1991 (Schedule IX)
Supplementary Income Statement Information
for the Years Ended December 31, 1993, 1992
and 1991 (Schedule X)
All other financial statement schedules not listed have been
omitted since the required information is included in the
consolidated financial statements or the notes thereto, or are
not applicable or required.
(a)(3) Exhibits
Exhibits marked with an asterisk are filed herewith
and are listed in the index to exhibits on page E-1 of this Form
10-K. The remainder of the exhibits have been filed with the
Commission and are incorporated herein by reference.
(3) Articles of Incorporation and By-Laws
- - -11-
<PAGE>
Item 14. Exhibits, Financial Statement Schedules and Report on
Form
8-K - continued.
(a) Articles of Incorporation of Registrant as amended and
restated April 24, 1986 are incorporated herein by reference to
Exhibit 3(a) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1986, (Commission File No. 0-11053).
(b) By-laws of Registrant, as amended through October 28, 1993.
(4) Instruments Defining the Rights of Security Holders,
Including Indentures
(a) Telephone Loan Contract dated as of March 1, 1977 between
Commonwealth Telephone Company ("CTCo") and the United States of
America, ("USA") acting through the Administrator of the Rural
Electrification Administration ("REA") is incorporated herein by
reference to Exhibit 4(a) to the Company's Annual Report on Form
10-K for the year ended December 31, 1980, (Commission File No.
0-1094).
(b) Mortgage Note dated as of June 14, 1977 made by CTCo. to
the Federal Financing Bank ("FFB") is incorporated herein by
reference to Exhibit B to the Form 10-Q Report of CTCo. for the
quarter ended June 30, 1977.
(c) Mortgage and Security Agreement dated as of June 16, 1977
made by and between CTCo. and USA acting through REA is
incorporated herein by reference to Exhibit C to the Form 10-Q
Report of CTCo. for the quarter ended June 30, 1977.
(d) Telephone Loan Contract Amendment dated as of January 30,
1978 between CTCo., Rural Telephone Bank ("RTB"), corporation
existing under the laws of the USA, and USA is incorporated
herein by reference to Exhibit 4(d) to the Company's Annual
Report on Form 10-K for the year ended December 31, 1989,
(Commission File No. 0-1094).
(e) Evidence of indebtedness dated as of May 26, 1978 issued
under Telephone Loan Contract Amendment identified in 4(d) made
by CTCo. to RTB is incorporated herein by reference to Exhibit
4(e) to the Company's Annual Report on Form 10-K for the year
ended December 31, 1989, (Commission File No. 0-1094).
(f) Supplemental Mortgage and Security Agreement dated as of
May 26, 1978 made by and among CTCo., RTB and USA acting through
the Administrator of REA is incorporated herein by reference to
Exhibit B to the Form 10-Q Report of CTCo. for the quarter ended
June 30, 1978.
- - -12-
<PAGE>
Item 14. Exhibits, Financial Statement Schedules and Report on
Form
8-K - continued.
(g) Telephone Loan Contract Amendment dated as of September 11,
1978 among CTCo., RTB and USA acting through the Administrator
of REA is incorporated herein by reference to Exhibit 4(g) to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1980, (Commission File No. 0-1094).
(h) Mortgage Note dated as of March 19, 1980 made by CTCo. to
RTB is incorporated herein by reference to Exhibit 4(h) to the
Company's Annual Report on Form 10-K for the year ended December
31, 1980, (Commission File No. 0-1094).
(i) Supplement to Supplemental Mortgage and Security Agreement
dated as of March 19, 1980 by and among CTCo., RTB and USA
acting through the Administrator of REA is incorporated herein
by reference to Exhibit 4(i) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1980, (Commission File
No. 0-1094).
(j) Senior Secured Note Purchase Agreement dated as of July 31,
1989 among C-TEC Cable Systems, Inc., C-TEC, and various
purchasers of the Senior Secured Notes is incorporated herein by
reference to Exhibit 4(j) to the Company's Annual Report on Form
10-K for the year ended December 31, 1989, (Commission File No.
0-110-53).
(k) Revolving Secured Credit Agreement dated as of July 31,
1989 among C-TEC Cable Systems, Inc., C-TEC and a group of
commercial banks is incorporated herein by reference to Exhibit
4(k) to the Company's Annual Report on Form 10-K for the year
ended December 31, 1989, (Commission File No. 0-110-53).
(l) Telephone Loan Contract Amendment, dated as of September
12, 1989, among CTCo, USA acting through
the Administrator of the REA, and the RTB is incorporated herein
by reference to Exhibit 4(m) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1990, (Commission File
No. 0-110-53).
(m) Mortgage Note, dated July 5, 1990 payable to the order of
the RTB is incorporated herein by reference to Exhibit 4(n) to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1990, (Commission File No. 0-110-53).
(n) Supplement to Supplemental Mortgage and Security Agreement,
dated as of July 5, 1990, among CTCo,
USA and the RTB is incorporated herein by reference to Exhibit
4(o) to the Company's Annual Report on Form 10-K for the year
ended December 31, 1990, (Commission File No. 0-110-53).
- - -13-
<PAGE>
Item 14. Exhibits, Financial Statement Schedules and Report on
Form
8-K - continued.
(o) Note Purchase Agreement dated as of December 1, 1991 among
C-TEC and various purchasers of senior secured notes is
incorporated herein by reference to Exhibit 4(q) to the
Company's Annual Report on Form 10-K for the year ended December
31, 1991, (Commission File No. 0-110- 53).
(p) Amended and Restated Credit Agreement dated as of March 27,
1992 among C-TEC and a syndicate of banks is incorporated herein
by reference to Exhibit 4(p) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1992, (Commission File
No. 0-11053).
(q) Amendment to 9.65% Senior Secured Note Purchase Agreement
is incorporated herein by reference to Exhibit 4(q) to the
Company's report on Form 10-Q for the quarter ended September
30, 1993, (Commission File No. 0-11053).
(r) Amendment to Credit Agreement dated as of July 31, 1989 is
incorporated herein by reference to Exhibit 4(r) to the
Company's report on Form 10-Q for the quarter ended September
30, 1993, (Commission File No. 0-11053).
(s) Amendment to 9.52% Senior Secured Note Purchase Agreement
is incorporated herein by reference to Exhibit 4(s) to the
Company's report on form 10-Q for the quarter ended September
30, 1993, (Commission File No. 0-11053).
(t) Amendment to Amended and Restated Credit Agreement dated
as of March 27, 1992 is incorporated herein by reference to
Exhibit 4(t) to the Company's report on Form 10-Q for the
quarter ended September 30, 1993, (Commission File No. 0-11053).
(10) Material Contracts
(a) C-TEC Corporation, 1984 Stock Option and Stock
Appreciation Rights Plan (as amended) is incorporated herein by
reference to Exhibit 10(a) to Form S-8 Registration Statement
(as amended) of Registrant filed with the Commission,
Registration Nos. 2-98305 and 33-5723.
(b) Form of Stock Option Agreement is incorporated herein by
reference to Exhibit 10(b) to Form S-8 Registration Statements
(as amended) of Registrant filed with the Commission,
Registration Nos. 2-98305 and 33-5723.
- - -14-
<PAGE>
Item 14. Exhibits, Financial Statement Schedules and Report on
Form
8-K - continued.
(c) Form of Stock Option Agreements is incorporated herein by
reference to Exhibit 10(c) to Form S-8 Registration Statements
(as amended) of Registrant filed with the Commission,
Registration Nos. 2-98305 and 33-5723.
(d) C-TEC Corporation, Common-Wealth Builder Employee Savings
Plan is incorporated herein by reference to Exhibit 28(b) to
Form S-8 Registration Statements (as amended) of Registrant
filed with the Commission, Registration No. 2-98306 and 33-13066.
(e) Performance Incentive Compensation Plan is incorporated
herein by reference to Exhibit 10(g) to the Company's Annual
Report on Form 10-K for the year ended December 31, 1986,
(Commission File No. 0-11053).
(f) C-TEC Corporation 1994 Stock Option Plan. *
(11) Computation of Per Share Earnings *
(13) Annual Report to Security Holders *
Registrant's Annual Report to Shareholders
for 1993.
(22) Subsidiaries of the Registrant *
Subsidiaries of Registrant as of December 31,
1993.
(24) Consent of Independent Accountants *
(28) Additional Exhibits
(a) Undertakings to be incorporated by reference into Form S-8
Registration Statement Nos. 2-98305, 33-5723, 2-98306 and
33-13066 are incorporated herein by reference to Exhibit 28(a)
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1987, (Commission File No. 01-110-53).
(b) Report on Form 11-K with respect to the Common-Wealth
Builder Plan will be filed as an amendment to this report on
Form 10-K.
(b) Report on Form 8-K
No report on Form 8-K has been filed by Registrant during the
last quarter of the period covered by this report on Form 10-K.
- - -15-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
C-TEC CORPORATION
Date: March 30, 1994 By David C.
McCourt,
Chief Executive
Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the
dates indicated.
Signature Title Date
PRINCIPAL EXECUTIVE OFFICERS:
David C. McCourt Chief Executive Officer March
30, 1994
Michael J. Mahoney President March 30, 1994
PRINCIPAL FINANCIAL OFFICER:
Kenneth M. Jantz Executive Vice President
March 30, 1994
and Chief Financial Officer
- - -16-
<PAGE>
DIRECTORS:
March 30,
1994
David C. McCourt
March 30, 1994
James Q. Crowe
March 30, 1994
Walter E. Scott, Jr.
March 30,
1994
Richard R. Jaros
March 30,
1994
Robert E. Julian
March 30,
1994
Thomas C. Stortz
March 30,
1994
David C. Mitchell
March 30,
1994
Frank M. Henry
March 30,
1994
Donald G. Reinhard
March 30,
1994
Eugene Roth, Esquire
March 30,
1994
Stuart E. Graham
- - -17-
<PAGE>
Form 10-K
Index to Exhibits
Certain exhibits to this report on Form 10-K have been
incorporated by reference. For a list of these and all
exhibits, see Item 14 (a)(3) hereof.
The following exhibits are being filed herewith.
Exhibit No.
Page
(3) Articles of Incorporation and By-laws
(b) By-laws of Registrant, as amended
through October 28, 1993
(4) Instruments Defining the Rights of Security
Holders, Including Indentures
(11) Computation of Per Share Earnings
(13) Annual Report to Security Holders
(22) Subsidiaries of the Registrant
(24) Consent of Independent Accountants
- - -18-
<PAGE>
EXHIBIT 3[b]
C-TEC CORPORATION
formerly
COMMONWEALTH TELEPHONE ENTERPRISES, INC.
BY-LAWS
AMENDED AND RESTATED AS OF JUNE 2, 1988
ARTICLE I
SHAREHOLDERS
Section 1. Meetings.
(a) Annual Meeting. The annual meeting of the shareholders
for the election of directors and for other business shall be
held during the month of April each year at the call of the
president or a vice president of the Company.
(b) Special Meetings. Special meetings of the shareholders
may be called at any time by the president, or on the written
request of two or more directors, or the holders of at least ten
percent of the shares of stock of the Company outstanding and
entitled to vote, provided that such request specifies the
purpose of the meeting.
Amended 3/1/93
(c)Place. Meeting of the shareholders shall be held at the
principal office of the Company or at such other place in the
Commonwealth of Pennsylvania as may be specified in the notice
of meeting.
Section 2. Notice. Written notice of the place, day, and hour of
all meetings of shareholders and of the general nature of the
business to be transacted at each special meeting of
shareholders shall be given to each shareholder entitled to vote
thereat at least five days before the date of the meeting,
unless a greater period of notice is required by law in a
particular case.
- - -1-
<PAGE>
Section 3. Voting.
(a) Voting Rights. Except as otherwise provided herein, or
in the Company's Articles of Incorporation, as amended, and
supplemented, or by law, every shareholder shall have the right
at every shareholders' meeting to one vote for every share
standing in his name on the books of the Company which is
entitled to vote at such meeting. Every shareholder may vote
either in person or by proxy, provided that no proxy dated more
than eleven months prior to the date of the meeting may be voted
at the meeting.
(b) Classification and Election of Directors; Cumulative
Voting. Directors shall be divided into three classes as nearly
equal in number as possible, one class shall be elected at each
annual meeting of the shareholders for a term of three years to
succeed the directors whose term then expires; provided that
nothing herein shall be construed to prevent the election of a
director to succeed himself. If directors are elected to
different classes at the same meeting, the election of directors
for each class shall be held separately. Shareholders shall be
entitled to vote cumulatively in all elections of directors.
Section 4. Quorum. The presence, in person or by proxy, of the
holders of a majority of the outstanding shares of stock of the
Company entitled to vote at a meeting shall constitute a quorum.
If a quorum is not present, no business shall be transacted
except to adjourn to a future time.
ARTICLE II
DIRECTORS
Section 1. Number; Term of Service; Age Qualification.
(a) Number. The number of directors which shall constitute
the entire board shall not be less than six nor more than
twenty-four, as shall be determined from time to time by the
board of directors, and the notice of annual meeting each year
shall include a statement as to the number of directors
constituting the entire board of directors and the class or
classes and the members thereof to be elected at the meeting.
Between annual meetings the board shall have the power to
increase the size of the board by electing additional directors
so long as the total number of directors does not exceed the
maximum number authorized hereunder.
- - -2-
<PAGE>
(b) Term of Service. Each director shall be elected to
serve until his successor is elected and qualified, unless he
has theretofore been properly removed or disqualified or has
resigned.
(c) Age Qualification. No person may be appointed or
elected a director in any year if on the first day of that year
he shall be 70 years or older.
Section 2. Powers. The business of the Company shall be managed
by the board of directors which shall have all powers conferred
by law and these By-Laws. The board shall elect, remove or
suspend officers, determine their duties and compensations, and
require security in such amount as it may deem proper.
Section 3. Committees of the Board.
(a) Executive Committee; Other Committees: The board of
directors by the affirmative vote of a majority of its members
may appoint an executive committee to consist of the chairman of
the board, and two or more other directors, and such other
committees as it shall from time to time determine. The
executive committee shall have, when the board is not in
session, all of the powers vested in the board, except power to
amend the By-Laws, fill vacancies in the board or the executive
committee, or change the membership of the executive committee.
Such other committees as are created by the board shall have the
powers and duties set forth in the resolution of the board
authorizing creation of the committee. In the absence or
disqualification of any member of such committee or committees,
the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another director to act at the
meeting in the place of any such absent or disqualified member.
(b) Committee Procedure. The executive committee and each
other committee created by the board of directors may make rules
for the conduct of its business and may appoint such committees
and assistants from among the employees of the Company as it
shall from time to time deem necessary. A majority of each
committee shall constitute a quorum for the transaction of
business. The executive committee and such other committees
shall keep proper records of all meetings and actions taken, and
file written reports thereof with the secretary of the Company
before the next subsequent meeting of the board.
- - -3-
<PAGE>
Section 4. Meetings.
(a) Regular Meetings. Regular meetings shall be held at
such times as the board of directors shall designate by
resolution. Three days written notice of the day and hour of
regular meetings shall be given.
(b) Special Meetings. Special meetings of the board of
directors may be called at any time by the president and shall
be called by him upon the written request of at least two
directors. Written notice of the time, place, and the general
nature of the business to be transacted at each special meeting
shall be given to each director at least five days before such
meeting.
(c) Place. Meetings of the board of directors shall be held
at the principal office of the Company or at such other place in
the Commonwealth of Pennsylvania as the board may designate or
as may be designated in the notice calling the meeting.
Section 5. Absentee Participation in Meetings. One or more
directors may participate in a meeting of the board, or of a
committee of the board; or a meeting of the shareholders, by
means of a conference telephone or similar communications
equipment, by means of which all persons participating in the
meeting can hear each other.
Section 6. Informal Action. Any action which may be taken at a
meeting of the board of directors or of the executive committee
may be taken without meeting, if a consent or consents in
writing setting forth the action so taken shall be signed by all
of the directors or the members of the executive committee, as
the case may be, and shall be filed with the secretary.
Section 7. Quorum. A majority of all of the directors in office
shall constitute a quorum for the transaction of business at any
meeting and, except as provided in Section 3(a) of this Article
II and Article VI, the acts of a majority of the directors
present at any meeting at which a quorum is present shall be the
acts of the board of directors. If a quorum is not present, no
business shall be transacted except to adjourn to a future date.
- - -4-
<PAGE>
Section 8. Vacancies. Vacancies in the board of directors,
including vacancies resulting from an increase in the number of
directors, shall be filled by vote of a majority on the
remaining members of the board though less than a quorum. Any
person elected to fill such a vacancy shall serve until the next
election of directors and until his successor is elected and
qualified.
Section 9. Personal Liability
(a) No director or former director of the Company shall be
personally liable to the Company or its shareholders for
monetary damages for or resulting from any act, omission or
failure to act by reason of the fact that he is or was a
director of the Company. The foregoing limitation of liability
shall not be deemed exclusive of any provision limiting such
liability by any applicable statute now or hereafter enacted or
any power which the board of directors now or hereafter may have
to limit such liability.
(b) The limitation of liability set forth in Subparagraph
(a) hereof shall not apply to (i) any breach of duty or failure
to perform a duty which shall constitute self-dealing, willful
misconduct or recklessness or (ii) any responsibility or
liability pursuant to any criminal statute or the payment of
taxes pursuant to local, state or federal law.
ARTICLE III
OFFICERS
Section 1. Election. At its first meeting after each annual
meeting of the shareholders, the board of directors shall elect
a president, treasurer, and secretary, and such other officers
as it deems advisable. Any two or more offices may be held by
the same person except the offices of president and secretary.
Section 2. Chairman of the Board. If a chairman of the board is
elected, the chairman shall preside at all meetings of the board
and of shareholders, shall be responsible for the observation by
the Company of the By-Laws and shall have such other duties as
shall be set forth in the resolution of the board by which the
appointment is made.
- - -5-
<PAGE>
Amended 10/28/93
Section 3. President. The president shall be the chief executive
officer of the Company. Except as the board of directors may
otherwise prescribe by resolutions, the president shall have
general supervision over the business and operations of the
Company and may perform any act and execute any instrument for
the conduct of such business and operations. Unless a chairman
of the board is in office or in the chairman's absence, the
president shall preside at all meetings of the board and of the
shareholders.
Amended 10/28/93
Section 4. Other Officers. The duties of the other officers
shall be those usually related to their offices, except as
otherwise prescribed by resolution of the board of directors.
Section 5. General. In the absence of the president, his powers
shall be exercised and his duties performed by such other
officer as he may designate unless the board of directors or the
executive committee shall otherwise provide.
The president or any officer or employee authorized by
him may, unless the board of directors shall otherwise provide,
appoint, remove, or suspend agents or employees of the Company
and may determine their duties and compensation.
ARTICLE IV
INDEMNIFICATION
Section 1. Right to Indemnification.
(a) Each person who was or is made a party or is threatened
to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the
fact that he is or was a director or officer of the Company, is
or was serving at the request of the Company as a director,
officer, employee or agent of another entity, including service
with respect to employee benefit plans, shall be indemnified and
held harmless by the Company to the extent such person is not
otherwise entitled to indemnification (including indemnification
under any insurance policy maintained by the person, the Company
or any other entity), to the fullest extent authorized by
Pennsylvania law, against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes
or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection
therewith. Such indemnification shall continue as to a person
who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of his heirs, executors and
administrators.
- - -6-
<PAGE>
The Company shall indemnify any such person seeking
indemnification in connection with proceeding initiated by such
person only if such proceeding was authorized by the board of
directors of the Company. Indemnification hereunder shall apply
whether the basis of such proceeding is alleged action in an
official capacity as a director, officer, employee or agent or
in any other capacity while serving as a director, officer,
employee or agent. The right to indemnification conferred in
this Section shall be a contract right and shall include the
right to be paid by the Company the expenses incurred in
defending any such proceeding in advance of its final
disposition. If Pennsylvania so requires, the payment of such
expenses incurred by a director or officer in his capacity as a
director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a
proceeding, shall be made only upon delivery to the Company of
an undertaking, by or on behalf of such person, to repay a
amounts so advanced if it shall ultimately be determined that
such person is not entitled to be indemnified under this Section
or otherwise.
(b) The Company may, by action of its Board of Directors,
provide indemnification to employees and agents of the Company
with the same scope effect as the foregoing indemnification of
directors and officers. The Company may, by action of its Board
of Directors, provide such further indemnification as may be
permitted under applicable statute now or hereafter in effect.
(c) If a claim under Paragraph (a) of this Section is not
paid in full by the Company within sixty days after a written
claim has been received by the Company and after determination
that the claimant is not otherwise entitled to indemnification
and/or that coverage under any insurance policy maintained by
the person, the Company or any other entity is not applicable,
the claimant may thereafter bring suit against the Company to
recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall also be entitled to be paid
the expense of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim
for expenses incurred in defending any proceeding in advance of
its final disposition where the required undertaking, if any is
required, has been tendered to the Company) that the claimant
has not met the standards of conduct which make it permissible
under Pennsylvania law for the Company to indemnify the claimant
for the amount claimed, but the burden of proving such defense
shall be on the Company. Neither the failure of the Company
(including its Board of Directors,
- - -7-
<PAGE>
independent legal counsel, or its shareholders) to have made a
determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances
because he has met the applicable standard of conduct required
under Pennsylvania law, nor an actual determination by the
Company (including its Board of Directors, independent legal
counsel, or its shareholders) that the claimant has not met such
applicable standard or conduct, shall be a defense to the action
or create a presumption that the claimant has not met the
applicable standard of conduct.
Section 2. Insurance.
The Company may maintain insurance to protect itself and/or
any director, officer, employee or agent of the Company or
another entity against any expense, liability or loss, whether
or not the Company would have the power to indemnify such person
against such expense, liability or loss pursuant to Section 1 or
applicable Pennsylvania law now or hereafter in effect.
Section 3. Contractual Indemnification.
The Company may, by action of its Board of Directors, enter
into contracts with its directors, officers, employees and/or
agents to provide such indemnification for such actions as it
may deem appropriate not inconsistent with the provisions of
this Article IV or applicable Pennsylvania law.
Section 4. Non-Exclusivity of Rights.
The right to indemnification set forth herein shall not be
exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of the Articles
of Incorporation or By-Laws, agreement, vote of shareholders or
directors, or
otherwise.
- - -8-
<PAGE>
ARTICLE V
CERTIFICATES OF STOCK
Section 1. Shares Certificates.
Every shareholder of record shall be entitled to a share
certificate representing the shares held of record by him. Every
share certificate shall bear the corporate seal, which may be a
facsimile, of the chairman of the Board of Directors or the
president or any vice-president, and the secretary or an
assistant secretary, treasurer or assistant treasurer of the
Company. Where the certificate is signed
by a transfer agent or registrar, the signature of any Company
officer may be a facsimile.
Section 2 Transfers. Shares of stock of the Company shall be
transferable on the books of the Company only by the registered
holder or by duly authorized attorney. A transfer shall be made
only upon surrender of the share certificate.
ARTICLE VI
AMENDMENTS
These By-Laws may be changed at any regular or special
meeting of the Board of Directors by the vote of a majority of
all the directors in office or at any annual or special meeting
of shareholders by the vote of the holders of a majority of the
outstanding stock entitled to vote. Notice of any such meeting
of shareholders shall set forth the proposed change or a summary
thereof.
ARTICLE VII
PROVISION OF LAW NOT TO APPLY
Amended 7/20/90
In Accordance with the terms thereof, the provisions of
Sections 910 and 911 of the Pennsylvania Business Corporation
Law (Act of May 5, 1933; P.L. 364), as they from time-to-time be
amended, shall not apply to the Company and may not be invoked
by any of its shareholders.
- - -9-
<PAGE>
Amendment to the By-Laws of
C-TEC CORPORATION
DATED: March 1, 1993
I
SHAREHOLDERS
Section 1. Meetings.
(c) Place of Meeting. All meetings of the
shareholders of the corporation shall be held at the registered
office of the corporation unless another place is designated by
the board of directors in the notice of a meeting.
- - -10-
<PAGE>
<PAGE>
Amendment to the By-Laws
0f
C-TEC Corporation
Dated: October 28, 1993
ARTICLE III
OFFICERS
Section 3. Chief Executive Officer. Except as the board of
directors may otherwise prescribe by resolutions, the Chief
Executive Officer shall have general supervision over the
business and operations of the Company and may perform any act
and execute any instrument for the conduct of such business and
operations. Unless a chairman of the board is in office or in
the chairman's absence, the Chief Executive Officer shall
preside at all meetings of the board and of the shareholders.
Section 4. Other Officers. The president shall have only those
powers and duties as may be specified by resolution of the board
of directors; the duties of the other officers shall be those
usually related to their offices, except as otherwise prescribed
by resolution of the board of directors.
- - -11-<PAGE>
<PAGE>
Amendment to the By-Laws of
C-TEC CORPORATION
DATED: July 20, 1990
VII
Provisions of Law Not To Apply
Section 1. In accordance with the terms thereof, the
provisions of Section 910 and 911 of the Pennsylvania Business
Corporation Law (Act of May 5, 1933, P.L. 364), as they from
time-to-time may be amended, shall not apply to the Company and
may not be invoked by any of its shareholders.
Section 2. In accordance with the provisions of
Pennsylvania's 1990 "Anti-Takeover" Law enacted April 27, 1990
(Act No. 36 of 1990), SubChapter G (Control-Share Acquisitions)
and Sub-Chapter H (Disgorgement by Certain Controlling
Shareholders Following Attempts to Acquire Control) of Chapter
25 of Title 15 of the Pennsylvania Consolidated Statutes shall
not be applicable to the Company and may not be invoked by the
Company nor any of its shareholders.
- - -12-
<PAGE>
EXHIBIT (11)
Computation of Per Share Earnings
(Thousands of Dollars except per share amounts)
<TABLE>
<CAPTION>
Years Ended
December 31
1993 1992
<S> <C> <C>
Primary:
Average Shares Outstanding 16,506,494 16,490,628
Dilutive shares * - based on the
treasury stock method using the
average market price - 14,391
__________ __________
16,506,494 16,505,019
__________ __________
__________ __________
Net Loss $ (6,649) $ (2,061)
__________ __________
__________ __________
Per Share Amount:
Net Loss per Average Common Share $ (.40) $
(.13)
__________
_________
__________
_________
Fully Diluted:
Average Shares Outstanding 16,506,494 16,490,628
Dilutive Shares * - based on the
treasury stock method using the
greater of the year-end market
price or average market price - 14,391
__________ __________
16,506,494 16,505,019
__________ __________
__________ __________
Net Loss $ (6,649) $ (2,061)
__________ __________
__________ __________
Per Share Amount:
Net Loss per Average Common Share $ (.40) $
(.13)
__________
__________
__________
__________
* Represents shares resulting from stock option and stock
appreciation rights plan.
</TABLE>
<PAGE>
<TABLE>
EXHIBIT 22
C-TEC CORPORATION
LIST OF SUBSIDIARIES
<CAPTION>
STATE OF
PERCENT
NAME INCORPORATION
OWNED
<S> <C>
<C>
C-TEC CABLE SYSTEMS, INC. DELAWARE 100.00%
C-TEC CABLE SYSTEMS OF MICHIGAN, INC. PA. 100.00%
COMVIDEO SYSTEMS, INC. PA. 100.00%
C-TEC CABLE SYSTEMS OF NEW YORK, INC. PA. 100.00%
C-TEC CABLE SYSTEMS OF PENNSYLVANIA, INC. PA. 100.00%
C-TEC CABLE SYSTEM SERVICES, INC. PA. 100.00%
C-TEC CABLE UNIVERSITY SYSTEMS, INC. DELAWARE 100.00%
RCN OF NEW YORK, INC. NEW YORK 100.00%
HOMELINK LIMITED PARTNERSHIP NEW JERSEY 80.355%
HERITAGE CABLE SYSTEMS, INC. PA. 100.00%
COMMONWEALTH TELEPHONE CO. PA. 100.00%
CELLULAR PLUS, INC. DELAWARE 100.00%
COMMONWEALTH CELLULAR TELEPHONE
SERVICES, INC. DELAWARE 100.00%
MOBILFONE, INC. PA. 100.00%
PAGING PLUS, INC. PA. 100.00%
C-TEC CELLULAR CENTRE COUNTY, INC. PA. 100.00%
CELLULAR PLUS SERVICES, INC. PA. 100.00%
CELLULAR PLUS OF IOWA, INC. DELAWARE 100.00%
NEPA SMSA LIMITED PARTNERSHIP DELAWARE 78.98%
ALLENTOWN SMSA LIMITED PARTNERSHIP PA. 4.00%
READING SMSA LIMITED PARTNERSHIP PA. 10.00%
PA 3 RSA LIMITED PARTNERSHIP DELAWARE 99.97%
PA 4 RSA LIMITED PARTNERSHIP DELAWARE 99.97%
PA 5 RSA LIMITED PARTNERSHIP PA. 28.5715%
IOWA CITY CELLULAR TELEPHONE CO., INC. DELAWARE 93.005%
C-TEC PROPERTIES, INC. DELAWARE 100.00%
SRHC, INC. PA. 100.00%
COMMONWEALTH COMMUNICATIONS, INC. PA. 100.00%
COMMONWEALTH LONG DISTANCE COMPANY PA. 100.00%
TMH, INC. DELAWARE 100.00%
TEC AIR, INC. DELAWARE 100.00%
C-TEC SERVICES, INC. PA. 100.00%
C-TEC FINANCIAL SERVICES, INC. NEVADA 100.00%
C-TEC TELEPHONE PROPERTIES, INC. DELAWARE 100.00%
C-DON PARTNERSHIP PA. 50.00%
CLNS GENERAL PARTNERSHIP PA. 40.00%
</TABLE>
<PAGE>
EXHIBIT 24
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the
registration statements of C-TEC Corporation on Form S-8 (File
Nos. 2-98305, 2-98306, 33-5723 and 33-13066) of our report,
which includes an explanatory paragraph regarding the Company's
change in methods of accounting for income taxes and
postretirement benefits other than pensions in 1993, dated March
4, 1994 on our audits of the consolidated financial statements
and financial statement schedules of C-TEC Corporation and
subsidiaries as of December 31, 1993 and 1992, and for the years
ended December 31, 1993, 1992 and 1991, which report is included
in this Annual Report on Form 10-K.
COOPERS & LYBRAND
2400 Eleven Penn Center
Philadelphia, Pennsylvania
March 28, 1994
