UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
C-TEC Corporation
(Name of Issuer)
Common Stock Class B Common Stock
$1.00 Par Value $1.00 Par Value
(Title of Classes of Securities)
126504109 126504208
(CUSIP Numbers)
Thomas C. Stortz, Esq.
c/o Peter Kiewit Sons', Inc.
1000 Kiewit Plaza
Omaha, Nebraska 68131
Tel. No.: (402) 271-2852
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
July 1, 1994
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a
statement on Schedule 13G to report the acquisition which
is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the
following: [ ].
Check the following box if a fee is being
paid with this statement: [ ].
Note: This document is being electronically
filed with the Commission, using the EDGAR system.
Additionally, one paper copy of the filing will subsequently
be sent to the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.<PAGE>
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP Nos. 126504109 | | Page 2 |
| 126504208 | | |
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON: |
| | RCN Corporation |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | 47-0761384 |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | WC |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 600,768 Common Stock (see Item 5) |
| | | 5,094,223 Class B Common Stock (see Item 5) |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | -0- (see Item 5) |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 600,768 Common Stock (see Item 5) |
| PERSON | | 5,094,223 Class B Common Stock (see Item 5) |
| WITH |____|_______________________________________________|
| | 10 | SHARED DISPOSITIVE POWER |
| | | -0- (see Item 5) |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 600,768 Common Stock (see Item 5); |
| | 5,094,223 Class B Common Stock (see Item 5) |
|_________________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 7.5% of Common Stock; 59.6% of Class B Common Stock (see Item 5) |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | CO |
- ---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88)
The following information amends and restates the Schedule 13D
dated June 28, 1993, as previously amended (as so amended, the "Schedule 13D")
Item 1. Security and Company.
The classes of equity securities to which this statement
relates are the Common Stock, $1.00 par value per share (the "Common Stock"),
and the Class B Common Stock, $1.00 par value per share (the "Class B Stock"),
of C-TEC Corporation, a Pennsylvania corporation (the "Company"). The
principal executive offices of the Company are located at 46 Public Square,
P.O. Box 3000, Wilkes-Barre, PA 18703-3000.
Item 2. Identity and Background.
This statement is filed on behalf of RCN Corporation, a
Delaware corporation ("RCN"). RCN is a subsidiary of Kiewit Diversified Group
Inc. ("KDG"), which is a wholly owned subsidiary of Peter Kiewit Sons', Inc.
("PKS", and collectively with RCN and KDG, the "Kiewit Companies"). KDG owns
90% of RCN and David C. McCourt, Chairman and Chief Executive Officer of the
Company, owns the remaining 10% of RCN. Each of KDG and PKS is a Delaware
corporation.
RCN was formed to invest in telecommunications businesses that
primarily serve residential customers. RCN has no significant assets other
than its proposed investment in the Company. The address of the principal
executive offices and principal business of RCN is 1000 Kiewit Plaza, Omaha,
NE 68131. Information as to each executive officer and director of RCN is set
forth in Schedule A attached hereto, which is incorporated herein by
reference.
KDG is a holding company for subsidiaries engaged in the
telecommunications, energy and mining businesses. The address of the
principal executive offices and principal business of KDG is 1000 Kiewit
Plaza, Omaha, NE 68131.
PKS is the ultimate parent of RCN and KDG. PKS is the
holding company for subsidiaries engaged in the construction, mining,
telecommunications and energy businesses. The address of the principal
executive offices and principal business of PKS is 1000 Kiewit Plaza,
Omaha, NE 68131. Information as to each executive officer and director of
PKS is set forth in Schedule B attached hereto, which is incorporated
herein by reference.
During the last five years, none of the Kiewit Companies nor,
to the best knowledge of the Kiewit Companies, any of the persons listed on
Schedule A or B attached hereto, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or has been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding 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 laws or
finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The purchase price for the Shares (as defined in Item 4) was
$202,327,191 in cash, subject to adjustment as provided in the Stock Purchase
Agreement (as defined in Item 4). The purchase price was funded through
internally generated funds of KDG.
Item 4. Purpose of Transaction.
On June 17, 1993, RCN and KDG entered into a Stock Purchase
Agreement dated as of that date (the "Original Stock Purchase Agreement") with
Andrew J. Sordoni, III, William B. Sordoni, Stephen Sordoni and Charles E.
Parente (collectively, the "Sellers"). On October 29, 1993, RCN, KDG and the
Sellers entered into an Amendment to Stock Purchase Agreement (the
"Amendment") that amended the Original Stock Purchase Agreement (as so
amended, the "Stock Purchase Agreement").
Pursuant to the Stock Purchase Agreement RCN agreed, subject to
the terms and conditions of that agreement, to acquire from the Sellers and
certain related parties, either directly or through the purchase of certain
holding companies (the "Evergreen Companies"), a total of 600,768 shares of
Common Stock and 5,094,223 shares of Class B Stock (collectively, the
"Shares"). The closing of the purchase contemplated by the Stock Purchase
Agreement (the "Closing") occurred on October 29, 1993. The aggregate
purchase price for the Shares was $202,327,191 in cash, subject to adjustment
as provided in the Stock Purchase Agreement. The purpose of RCN and KDG in
entering into the Stock Purchase Agreement and purchasing the Shares was to
acquire a controlling interest in the Company.
Copies of the Original Stock Purchase Agreement and the
Amendment are filed as Exhibits 1 and 2, respectively, hereto and are
incorporated herein by reference. The description herein of certain
provisions of the Stock Purchase Agreement is qualified in its entirety by
reference thereto.
The Stock Purchase Agreement provides that until three years
after the Closing the Sellers will not purchase or otherwise acquire, or agree
to purchase or otherwise acquire, any securities of the Company or any of its
subsidiaries except that each Seller may purchase in aggregate no more than
40,000 shares of Common Stock and Class B Stock, and, during the term of his
employment with the Company, Charles E. Parente may make purchases with the
consent of RCN. Sellers have also agreed that until three years after the
Closing, they will not take any action, directly or indirectly, to oppose or
interfere with any Tender Offer (as defined), Merger (as defined), or other
matter proposed by RCN for approval by the shareholders of the Company.
Pursuant to the Stock Purchase Agreement, RCN has agreed that
neither it nor any of its affiliates will (i) prior to April 1, 1994, make a
tender offer for any Common Stock or Class B Stock (a "Tender Offer") or (ii)
prior to April 1, 1995, propose a merger, consolidation or dissolution of the
Company or any other transaction with respect to which the remaining
shareholders would be entitled by law to vote (any such transaction, a
"Merger"), unless a majority of a committee of independent directors of the
Company concludes that the price to be paid in such Tender Offer or Merger is
fair to the public shareholders. RCN has also agreed that if it or any of its
Affiliates makes a Tender Offer prior to December 31, 1994, a report of a
majority of such an independent committee regarding whether or not such
committee considers the price to be paid to be fair to the public stockholders
will be disseminated to such stockholders.
Pursuant to the Stock Purchase Agreement, KDG has guaranteed to
Sellers the prompt and full discharge by RCN of all of RCN's covenants,
agreements, obligations and liabilities under the Stock Purchase Agreement and
certain related escrow agreements.
Pursuant to the Stock Purchase Agreement, William B. Sordoni
and Andrew J. Sordoni resigned from their positions as officers, directors and
employees of the Company and its subsidiaries, effective as of the Closing.
Also effective as of the Closing, Charles E. Parente resigned from each
position he held as an officer, director or employee of the Company and its
subsidiaries other than the position of President of the Company. Effective
December 31, 1993, Mr. Parente resigned from his position as President of the
Company. Mr. Parente has agreed to serve as a consultant to RCN for four
years.
On October 28, 1993, the Board of Directors of the Company held
a meeting at which the independent directors adopted certain resolutions.
Pursuant to those resolutions, effective as of the Closing, (i) the Board of
Directors of the Company was expanded from seven to eight members, (ii) James
Q. Crowe, Richard R. Jaros, David C. McCourt and Thomas C. Stortz, each of
whom is an officer and/or director of one or more Kiewit Companies, were
elected as directors of the Company, (iii) David C. McCourt was appointed
Chairman and Chief Executive Officer of the Company, and (iv) the powers and
duties of the office of President were assigned to the Chairman and Chief
Executive Officer.
On December 14, 1993, the Board of Directors of the Company
held a meeting at which the directors adopted certain resolutions. Pursuant
to those resolutions, (i) the Board of Directors was expanded from eight to
eleven members, and (ii) Walter Scott, Jr. and Robert E. Julian, each of whom
is an officer and/or director of one or more Kiewit Companies, and David C.
Mitchell, were elected as directors of the Company. RCN nominees currently
constitute a majority of the Board of Directors of the Company.
On February 22, 1994, the Board of Directors of the Company
held a meeting at which the directors adopted a resolution appointing Michael
J. Mahoney as President and Chief Operating Officer of the Company.
On April 21, 1994, the Board of Directors of the Company held a
meeting at which the directors adopted a resolution ratifying and approving
the appointment of Bruce C. Godfrey as Executive Vice President and Chief
Financial Officer of the Company.
On July 1, 1994, the Company filed with the Securities and
Exchange Commission a Registration Statement relating to a proposed rights
offering pursuant to which the Company would distribute on a pro rata basis to
all holders of shares of Common Stock and Class B Stock transferable rights to
subscribe for shares of Common Stock at a subscription price to be specified.
The Company has announced that it would expect the net proceeds of such rights
offering to be approximately $300 million assuming full exercise of all rights
distributed. The Company has indicated that such proceeds would be used for
general corporate purposes. Specifically, the Company has announced that it
would expect such proceeds to be used primarily to expand and develop the
Company's cable television and telephone systems into full service networks
and for potential acquisitions and partnerships in the telecommunications
industry. If the rights offering occurs, RCN intends to exercise all of the
rights it receives in respect of the Shares.
RCN intends to review from time to time the Company's business
affairs and financial position. Based on such evaluation and review, as well
as general economic, market and industry conditions existing at the time, RCN
may consider from time to time various alternative courses of action both with
respect to the business of the Company and with respect to RCN's equity
interest therein. Such actions may include, if determined to be in the best
interests of the Company, the acquisition or disposition by the Company or its
subsidiaries of businesses or assets. Such actions may also include the
acquisition by RCN or its affiliates of additional Common Stock and Class B
Stock through open market purchases, privately negotiated transactions, a
tender offer, an exchange offer, a merger or otherwise. Alternatively, such
actions may involve the sale of all or a portion of the Shares in the open
market, in privately negotiated transactions, through a public offering or
otherwise.
Except as set forth herein, none of the Kiewit Companies nor,
to the best knowledge of the Kiewit Companies, any person named in Schedule A
or B attached hereto has any plans or proposals which relate to or would
result in (i) the acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company; (ii) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; (iii) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; (iv) any change in the present Board of Directors or management
of the Company; (v) any material change in the present capitalization or
dividend policy of the Company; (vi) any other material change in the
Company's business or corporate structure; (vii) changes in the Company's
charter, bylaws or instruments corresponding thereto or other actions which
may impede the acquisition of control of the Company by any person; (viii)
causing the Common Stock or the Class B Stock to cease to be authorized to be
quoted on NASDAQ; (ix) the Common Stock or the Class B Stock becoming eligible
for the termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"); or (x) any
action similar to any of those enumerated above. Notwithstanding the
foregoing, the Kiewit Companies reserve the right to effect any of such
actions as they may deem necessary or appropriate in the future.
Item 5. Interest in Securities of the Company.
(a) and (b) Pursuant to the Stock Purchase Agreement, on
October 29, 1993 RCN purchased, and for purposes of Section 13(d) of the
Exchange Act the Kiewit Companies beneficially own, 600,768 shares of Common
Stock, representing 7.5% of the Common Stock outstanding on July 1, 1994, and
5,094,223 shares of Class B Stock, representing 59.6% of the Class B Stock
outstanding on July 1, 1994. Because the Common Stock has one vote per share
and the Class B Stock has 15 votes per share, the Shares are entitled to cast
77,014,113 (56.6%) of the 136,172,171 total votes of all outstanding shares of
Common Stock and Class B Stock on July 1, 1994.
Each share of Class B Stock is convertible into one share of
Common Stock. If all 5,094,223 shares of Class B Stock owned by RCN (but no
other shares of Class B Stock) were converted into Common Stock, the Shares
would comprise 5,694,991 shares of Common Stock representing 43.6% of the
13,056,489 shares of Common Stock then outstanding.
RCN owns, and has the sole power to vote or to direct the vote,
and to dispose or direct the disposition of, the Shares. Through their direct
and indirect ownership of RCN, KDG and PKS may, for purposes of Rule 13d-3
under the Exchange Act, be deemed to beneficially own the Shares.
Except as set forth in this Item 5(a) and (b), none of the
Kiewit Companies, nor, to the best of knowledge of the Kiewit Companies, any
persons named in Schedule A or B hereto owns beneficially any shares of Common
Stock or Class B Stock.
(c) No transactions in the Common Stock or the Class B Stock
have been effected during the past 60 days by the Kiewit Companies or, to the
best knowledge of the Kiewit Companies, by any of the persons named in
Schedule A or B hereto.
(d) Inapplicable.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Company.
Except for the Stock Purchase Agreement, to the best knowledge
of the Kiewit Companies, there are no contracts, arrangements, understandings
or relationships (legal or otherwise) among the persons named in Item 2 or
between such persons and any other person, with respect to any securities of
the Company, including, but not limited to, transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit 1: Stock Purchase Agreement dated as of June 17, 1993 among
RCN, KDG and the Sellers.
Exhibit 2: Amendment to Stock Purchase Agreement dated as of October
29, 1993 among RCN, KDG and the Sellers.
SIGNATURES
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: July 1, 1994
RCN CORPORATION
By: /s/ David C. McCourt
-----------------------
Name: David C. McCourt
Title: President
Schedule A
DIRECTORS AND EXECUTIVE OFFICERS OF RCN CORPORATION
The name, business address, citizenship, title and present
principal occupation or employment of each of the directors and executive
officers of RCN Corporation are set forth below.
Principal
Name and Occupation or
Office Held Business Address Citizenship Employment
- ----------------- ------------------- ----------- -----------------
David C. McCourt 46 Public Square USA Chairman,
President, P.O. Box 3000 Chief Executive
Chief Executive Wilkes-Barre, PA Officer, C-TEC
Officer, Director 18703-3000 Corporation
Michael A. Adams 46 Public Square USA Vice President,
Vice President P.O. Box 3000 C-TEC Corporation
Wilkes-Barre, PA
18703-3000
Richard R. Jaros 1000 Kiewit Plaza USA Executive Vice
Director Omaha, NE 68131 President, PKS
James Q. Crowe 3555 Farnham Street USA CEO, MFS
Director Omaha, NE 68131 Communications
Company, Inc.
Robert E. Julian 1000 Kiewit Plaza USA CFO, PKS
Director Omaha, NE 68131
Walter Scott, Jr. 1000 Kiewit Plaza USA President, PKS
Director Omaha, NE 68131
Thomas C. Stortz 1000 Kiewit Plaza USA Vice President,
Secretary, Omaha, NE 69131 Kiewit
Director Construction
Group Inc.
Kenneth M. Jantz, 1000 Kiewit Plaza USA Vice President,
Treasurer Omaha, NE 68131 Kiewit
Construction
Group Inc.
Schedule B
DIRECTORS AND EXECUTIVE OFFICERS OF PETER KIEWIT SONS', INC.
The name, business address, citizenship, title and present
principal occupation or employment of each of the directors and executive
officers of Peter Kiewit Sons', Inc. ("PKS") are set forth below.
Principal
Name and Business Occupation
Office Held Address Citizenship or Employment
- ------------------- ------------------ ----------- ----------------
Walter Scott, Jr. 1000 Kiewit Plaza USA President, PKS
President, Omaha, NE 68131
Director
William L. Grewcock 1000 Kiewit Plaza USA Vice Chairman,
Vice Chairman, Omaha, NE 68131 PKS
Director
Robert E. Julian 1000 Kiewit Plaza USA CFO, PKS
Exec. Vice Pres., Omaha, NE 68131
Director
Kenneth E. Stinson 1000 Kiewit Plaza USA President,
Exec. Vice Pres., Omaha, NE 68131 Kiewit
Director Construction
Group Inc.
Richard R. Jaros 1000 Kiewit Plaza USA Executive Vice
Exec. Vice Pres., Omaha, NE 68131 President, PKS
Director
Richard Geary 215 V Street USA President,
Director Vancouver, WA Kiewit Pacific
98661 Co.
Leonard W. Kearney 1000 Kiewit Plaza USA President,
Director Omaha, NE 68131 Kiewit
Construction Co.
James Q. Crowe 3555 Farnham Street USA CEO, MFS
Director Omaha, NE 68131 Communications
Company, Inc.
George B. Toll, Jr. 10704 Shoemaker Ave. USA Vice President,
Director Santa Fe Springs, Kiewit Pacific
CA 90670 Co.
Peter Kiewit, Jr. 2600 N. Central USA Attorney
Director Ave.
Phoenix, AZ 85004
Robert B. Daugherty Guarantee Center USA Chairman,
Director Suite 225 Valmont
Omaha, NE 68114 Industries Inc.
Charles M. Harper 1 Central Park USA CEO, RJR Nabisco
Director Plaza Holdings, Inc.
Omaha, NE 68102
Richard W. Colf 215 V Street USA Vice President,
Vancouver, WA Kiewit Pacific
98661 Co.
Bruce E. Grewcock 1000 Kiewit Plaza USA President,
Omaha, NE 68131 Kiewit Mining
Group Inc.
Exhibit Index
Exhibit Description
1* Stock Purchase Agreement
dated as of June 17, 1993
among RCN Corporation,
Kiewit Diversified Group Inc.
and the Sellers listed on
the signature page thereof
2* Amendment to Stock Purchase
Agreement dated as of October
29, 1993 among RCN Corporation,
Kiewit Diversified Group Inc.,
Andrew J. Sordoni, III,
William B. Sordoni, Stephen
Sordoni and Charles E. Parente.
- ------------
* Previously filed as an exhibit to the Schedule 13D.
