UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 18)
Mercom, Inc.
(Name of Issuer)
Common Stock
$1.00 Par Value
(Title of Class of Securities)
58935D109
(CUSIP Number)
Raymond B. Ostroski
Executive Vice President and General Counsel
C-TEC Corporation
105 Carnegie Center
Princeton, New Jersey 08540
Tel. No.: (609) 734-3700
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
July 13, 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 eletronically 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. 58935D109 | | Page 2 |
| | | |
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON: |
| | C-TEC Corporation |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | 23-2093008 |
|____|____________________________________________________________________|
| 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) |_| |
| | N/A |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Pennsylvania |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | |
| | | 1,044,194 (See Item 5) |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | -0- |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON | | 1,044,194 (See Item 5) |
| WITH |____|_______________________________________________|
| | 10 | SHARED DISPOSITIVE POWER |
| | | -0- |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 1,044,194 (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) |
| | 43.63% (See Item 5) |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | CO |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88)
This Amendment No. 18 to Schedule 13D relating to Mercom,
Inc., a Delaware corporation (the "Company" or "Mercom"), amends the
Schedule 13D originally filed on March 14, 1990, as subsequently amended,
and as amended and restated by Amendment No. 17 to Schedule 13D on April
19, 1995 (as so amended and restated, the "Schedule 13D").
Item 4. Purpose of Transaction.
The response set forth in Item 4 of the Schedule 13D is amended
and supplemented as follows:
On July 13, 1995, the Company announced that the Securities and
Exchange Commission declared effective the Company's registration statement
relating to a rights offering of 2,393,530 shares of its Common Stock. The
Company is distributing non-transferable subscription rights ("Rights") to
holders of shares of its Common Stock to subscribe for and purchase shares of
its Common Stock at a subscription price of $3.60 per share. Shareholders of
record at the close of business on July 20, 1995 will receive one Right for
every share of Common Stock held. Rights holders may purchase one share of
Common Stock for each Right held. Each Right also carries the right to
"oversubscribe" at the subscription price for shares of Common Stock that are
not otherwise purchased pursuant to the exercise of Rights. The Rights will
be evidenced by non-transferable certificates and will expire at 5:00 p.m.,
New York City time, on August 10, 1995, unless extended.
The Company has indicated that the net proceeds from the rights
offering are expected to be approximately $8,100,000 and will be used (i) to
repay approximately $5,070,000 of outstanding indebtedness to Morgan Guaranty
Trust Company of New York under a credit agreement and (ii) to repay
$2,287,000 of outstanding indebtedness to C-TEC under two demand notes. The
remaining proceeds of approximately $743,000 will be used for general corporate
purposes including capital expenditures.
Properties will receive 1,044,194 Rights. C-TEC and the
Company have entered into a Rights Exercise Agreement dated as of July 13,
1995 (the "Rights Exercise Agreement"). A copy of the Rights Exercise
Agreement is filed as an exhibit hereto and is incorporated herein by
reference. Pursuant to the Rights Exercise Agreement, C-TEC has agreed,
subject to the terms and conditions set forth therein, to cause Properties to
exercise all of the rights it receives and to oversubscribe for all other
available shares of Common Stock being offered for sale in the rights
offering. The opportunity to exercise the right to oversubscribe is available
to all holders of Rights on the same terms. Properties will use working
capital provided by C-TEC to exercise its Rights.
Item 5. Interest in Securities of the Company.
The response set forth in Item 5 (a) and (b) of the Schedule
13D is amended and supplemented as follows:
The information set forth in Item 5 (a) and (b) does not
include the shares of Common Stock that may be purchased pursuant to the
exercise of the Rights.
Item 7. Material to be Filed as Exhibits.
Exhibit 99 C-TEC Rights Exercise Agreement
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 13, 1995
C-TEC CORPORATION
By: /s/ David C. McCourt
------------------------
David C. McCourt
Chairman and Chief
Executive Officer
Exhibit Index
Exhibit Description
- -------------------- --------------------------------------------
99 Rights Exercise Agreement dated as of July
13, 1995 between Mercom, Inc. and C-TEC
Corporation
EXHIBIT 99
RIGHTS EXERCISE AGREEMENT
THIS RIGHTS EXERCISE AGREEMENT (this "Agreement") is made and
entered into as of July 13, 1995, by and between Mercom, Inc., a Delaware
corporation (the "Company"), and C-TEC Corporation, a Pennsylvania corporation
("C-TEC Corporation").
RECITALS:
A. The Company anticipates issuing to the holders of record of
its issued and outstanding shares of Common Stock, par value $1.00 per share
("Common Stock"), non-transferable subscription rights (the "Rights") to
subscribe for and purchase an aggregate of 2,393,530 additional shares of
Common Stock for a price of $3.60 per share (the "Subscription Price") (such
transaction being herein referred to as the "Rights Offering").
B. C-TEC Properties, Inc., a Delaware corporation and a wholly
owned subsidiary of C-TEC Corporation (together with C-TEC Corporation,
"C-TEC"), will receive 1,044,194 Rights (the "C-TEC Rights") in respect of the
shares of Common Stock currently owned by it.
In consideration of the mutual promises contained herein, the
parties agree as follows:
1. Rights Offering; Registration of the Common Stock
A registration statement on Form S-3 (the "Registration
Statement") with respect to the proposed Rights Offering has been filed with
the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), and has been
declared effective by the Commission. All expenses relating to the
Registration Statement have been borne by the Company. The shares of Common
Stock to be issued and sold pursuant to the Rights Offering (the "Underlying
Shares") have been registered pursuant to the Registration Statement. A copy
of the final Prospectus which is contained in the Registration Statement (the
"Prospectus") has been furnished to C-TEC. The Company represents and
warrants that (i) each part of the Registration Statement, when such part
became effective, did not contain and each such part, as amended or
supplemented, if applicable, will not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading, (ii) the
Registration Statement and the Prospectus comply and, as amended or
supplemented, if applicable, will comply in all material respects with the
Securities Act and the applicable rules and regulations of the Commission
thereunder and (iii) the Prospectus does not contain and, as amended or
supplemented, if applicable, will not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading Capitalized terms used herein without definition shall
have the meanings ascribed to them in the Prospectus.
2. Exercise of Rights
Subject to the terms and conditions herein set forth, C-TEC
hereby agrees (a) to properly exercise the Basic Subscription Privilege in
respect of all of the C-TEC Rights on or before the Expiration Date and (b) to
properly exercise the Oversubscription Privilege for all other Underlying
Shares on or before the Expiration Date.
3. Payment for Underlying Shares
The Company hereby agrees to waive payment for all Underlying
Shares subscribed for by C-TEC pursuant to the Oversubscription Privilege in
excess of 25,000 until after the Expiration Date and after all prorations and
adjustments contemplated by the Rights Offering have been effected.
4. Exercise Conditions
The obligation of C-TEC to perform its obligations under each
subsection of Section 2 shall in each case be subject to the satisfaction of
the following conditions on the Expiration Date:
(a) No stop order suspending the effectiveness of the
Registration Statement or any amendment or supplement thereto shall have been
issued and no proceeding for that purpose shall have been initiated or
threatened by the Commission;
(b) Since the date of this Agreement (i) there shall not have
been a decline of 10 percent or more in the NASDAQ Composite Index as reported
in the Wall Street Journal; (ii) there shall not have occurred any general
suspension of, or limitation on times or prices for, trading in securities on
the New York Stock Exchange or the NASDAQ National Market; (iii) there shall
not have been instituted or be pending any action or proceeding before any
court or governmental, administrative or regulatory authority challenging or
seeking to make illegal, materially delay or make materially more costly the
Rights Offering or the transactions contemplated hereby; (iv) there shall not
have occurred any change, condition, event or development that has had, in
C-TEC's judgment, a material adverse affect on the business, operations,
properties, condition (financial or otherwise), prospects, assets or
liabilities of the Company and its subsidiaries taken as a whole; and (v)
there shall not have occurred any material adverse change in the financial
markets in the United States, or the commencement of war or armed hostilities
or other national calamity directly involving the United States; and
(c) The representations and warranties of the Company set
forth in Section 1 shall be true and correct as of the Expiration Date.
5. Termination
Either of the parties hereto may terminate this Agreement if
the transactions contemplated hereby are not consummated by September 3, 1995.
6. Choice of Law
This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware governing contracts made
and to be performed in such State.
7. Execution in Counterparts
This Agreement may be executed in any number of counterparts,
each of which when so executed and delivered shall be deemed to be an
original, but all such respective counterparts shall together constitute but
one and the same instrument.
8. Entire Agreement
Except for the Subscription Certificates which C-TEC shall
execute and deliver to the Subscription Agent pursuant to this Agreement, this
Agreement constitutes the entire agreement of the parties hereto with respect
to the subject matter hereof. Any amendment hereto must be in writing, signed
by each party.
MERCOM, INC.
By: /s/ Bruce Godfrey
Name: Bruce Godfrey
Title: Executive Vice President
and Chief Financial Officer
C-TEC CORPORATION
By: /s/ Bruce Godfrey
Name: Bruce Godfrey
Title: Executive Vice President
and Chief Financial Officer
