UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
C-TEC Corporation
(Name of Issuer)
Common Stock Class B Common Stock
$1.00 Par Value $1.00 Par Value
(Title of Classes of Securities)
126504109 126504208
(CUSIP Numbers)
Matthew J. Johnson, Esq.
c/o Peter Kiewit Sons', Inc.
1000 Kiewit Plaza
Omaha, Nebraska 68131
Tel. No.: (402) 536-3613
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
November 8, 1995
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or
(4), check the following: [ ].
Check the following box if a fee is being paid with this
statement: [ ].
Note: This document is being electronically filed with
the Commission, using the EDGAR system. Additionally, one paper copy of the
filing will subsequently be sent to the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP Nos. 126504109 | | Page 2 |
| 126504208 | | |
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON: |
| | RCN Corporation |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | 47-0761384 |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | WC |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 8,226,262 Common Stock (see Item 5) |
| | | 5,094,223 Class B Common Stock (see Item 5) |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | -0- (see Item 5) |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 8,226,262 Common Stock (see Item 5) |
| PERSON | | 5,094,223 Class B Common Stock (see Item 5) |
| WITH |____|_______________________________________________|
| | 10 | SHARED DISPOSITIVE POWER |
| | | -0- (see Item 5) |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 8,226,262 Common Stock (see Item 5); |
| | 5,094,223 Class B Common Stock (see Item 5) |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 43.5% of Common Stock; 59.6% of Class B Common Stock (see Item 5) |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | CO |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88)
The following information amends the Schedule 13D dated June
28, 1993, as previously amended (as so amended, the "Schedule 13D").
Unless otherwise indicated, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the Schedule
13D.
Item 4. Purpose of Transaction.
The response set forth in Item 4 of the Schedule 13D is hereby
amended and supplemented by the following information:
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.
On November 8, 1995 the Company announced that it is evaluating
strategic options for its various business units with a view toward enhancing
shareholder value. Specifically, the Company will evaluate the advisability
and feasibility of separating or restructuring its local telephone business,
its cable television business, and its various other communications
businesses. The Company has engaged the investment banking firm Merrill Lynch
& Co. to assist with the process.
With respect to its cable television business, the Company
intends to develop a long-term strategy, which could include seeking joint
ventures, selling all or some of the systems, restructuring the company's
current cable holdings, or acquiring additional systems.
RCN has indicated to the Company that it may be interested in
acquiring one or more of the Company's ancillary businesses, including: C-TEC
International, which holds a 40% interest in Megacable, the second largest
Mexican cable television system operator in Mexico; Commonwealth Long
Distance, a long distance services provider; Residential Communications
Network, Inc., a start up joint effect with a unit of PKS which hopes to
provide telecommunications services to the residential sector; and
Commonwealth Communications, Inc. which provides consulting and engineering
services throughout the United States and internationally.
C-TEC has established a special committee comprised of
independent directors to evaluate any such transaction with RCN that may be
proposed.
No assurances can be given that any transactions will be
consummated.
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.
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: November 22, 1995
RCN CORPORATION
By: /s/ David C. McCourt
------------------------
Name: David C. McCourt
Title: President
Schedule A is amended to read in its entirety as follows:
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 105 Carnegie Center USA Chairman,
President, Princeton, NJ 08540 Chief Executive
Chief Executive Officer, C-TEC
Officer, Director Corporation
Ann C. McCulloch 1000 Kiewit Plaza USA Vice President
Vice President and Omaha, NE 68131 and Treasurer,
Treasurer PKS
James O. 1000 Kiewit Plaza USA Vice President,
Spitzenberger Omaha, NE 68131 PKS
Vice President
Richard R. Jaros 1000 Kiewit Plaza USA Executive Vice
Director Omaha, NE 68131 President, PKS
James Q. Crowe 3555 Farnam Street USA CEO, MFS
Director Omaha, NE 68131 Communications
Company, Inc.
Robert E. Julian 1000 Kiewit Plaza USA Executive Vice
Director Omaha, NE 68131 President, PKS
Walter Scott, Jr. 1000 Kiewit Plaza USA President, PKS
Director Omaha, NE 68131
Matthew G. Johnson 1000 Kiewit Plaza USA Vice President,
Vice President Omaha, NE 68131 PKS
Schedule B is amended to read in its entirety as follows:
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, Director Omaha, NE 68131
William L. Grewcock 1000 Kiewit Plaza USA Vice Chairman,
Vice Chairman, Omaha, NE 68131 PKS
Director
Robert E. Julian 1000 Kiewit Plaza USA Executive Vice
Exec. Vice Pres., Omaha, NE 68131 President, PKS
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 Executive Vice
Director Vancouver, WA 98661 President,
Kiewit
Construction
Group Inc.
Leonard W. Kearney 1000 Kiewit Plaza USA President,
Director Omaha, NE 68131 Kiewit
Construction
Co.
James Q. Crowe 3555 Farnam Street USA CEO, MFS
Director Omaha, NE 68131 Communications
Company, Inc.
George B. Toll, Jr. 10704 Shoemaker USA Executive Vice
Director Ave. President,
Santa Fe Springs, Kiewit
CA 90670 Construction
Group Inc.
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
Director Plaza Nabisco
Omaha, NE 68102 Holdings, Inc.
Richard W. Colf 215 V Street USA Senior Vice
Vancouver, WA 98661 President,
Kiewit Pacific
Co.
Bruce E. Grewcock 1000 Kiewit Plaza USA President,
Omaha, NE 68131 Kiewit Mining
Group Inc.
Tait P. Johnson 1000 Kiewit Plaza USA President,
Omaha, NE 68131 Gilbert
Southern Corp.
