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FORM 10-K/A
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, 1994
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
Commission File No. 0-11053
C-TEC CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2093008
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
105 Carnegie Center, Princeton, New Jersey 08540-6215
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: 609-734-3700
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
February 28, 1995: 18,953,597 Common Stock
8,491,570 Class B Common Stock
Aggregate market value of Registrant's voting stock held by non-affiliates at
February 28, 1995 computed by reference to closing price as reported by NASDAQ
for Common Stock ($23.625 per share) and to the bid price as reported for
Class B Common Stock ($23 per share), is as follows:
251,851,690 Common Stock
77,419,242 Class B Common Stock
Documents Incorporated by Reference
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1. Proxy Statement for 1995 Annual Meeting of Shareholders is incorporated by
reference into Part I and Part III of this Form 10-K.
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
Princeton, New Jersey. 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 four principal groups - Telephone, Cable
Television, Communications Services, and Long Distance. Effective in 1994,
the Company discontinued its Mobile Services business segment. Through its
wholly-owned subsidiaries, C-TEC also has ownership interests of 80% and
43.63% in two cable television subsidiaries; and 53.48% 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, 1994, the Telephone Group provided service
to approximately 219,000 main access lines. Of these 171,000 are residential
and 48,000 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 2,772 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.
During 1994, with the introduction of epix, Internet Access Services,
the Telephone Group has become a competitive provider of information services.
In addition to its own customers, the Group is currently marketing epix to
other telephone companies as a turnkey package. Other new product offerings,
such as distance learning systems, which were a key to getting the Telephone
Group's video conferencing business off the ground, have resulted in additional
sales. This coupled with a select dealership with the largest manufacturer of
video conferencing systems and the ability to provide equipment and video
bridging services, provides this Group with a significant competitive
advantage.
The Telephone Group expects these type of services, supported by the
existing 100% digital network, to offer customers services not readily found
within the operating territory. Most importantly, this group can provide new
