C TEC CORP
8-K, 1996-10-15
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                   Form 8-K

                                CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934


               Date of Report (Date of earliest event reported)

                     October 14, 1996 (September 30, 1996)


                               C-TEC CORPORATION

            (Exact name of registrant as specified in its charter)

 Pennsylvania                         0-11053                    23-2093008
(State or other jurisdiction        (Commission               (IRS Employer
 of incorporation)                   File Number)            Identification No.)



                   105 Carnegie Center, Princeton, NJ  08540
              (Address of principal executive offices) (Zip Code)


              Registrant's telephone number, including area code:
                                (609) 734-3700



        (Former name or former address, if changed since last report).
<PAGE>
 
Item 5.  Other Events

       On September 30, 1996, Boston Edison Company ("Boston Edison"), and RCN
Inc.("RCN"), a subsidiary of C-TEC Corporation, entered into a letter of intent
to form a joint venture to provide local and long-distance telephone service,
video, high-speed Internet access and eventually energy management and property
monitoring services initially in the Boston market.

       The projected cost of creating the Boston Edison/RCN telecommunications
network to a population in excess of 1.6 million in the Greater Boston area is
expected to be approximately $300 million. The venture, in the form of an
unregulated entity will be majority owned and controlled by RCN. RCN is already
providing services in Boston and New York City. Boston Edison has approximately
200 miles of fiber optic cable currently in place.

       The transaction is subject to the satisfaction of a number of conditions,
including the receipt of certain regulatory approvals and the execution of a
mutually satisfactory definitive agreement.  No assurances can be given that any
transaction will be consummated.

       Boston Edison is an electric energy provider with unregulated subsidiary
companies offering direct cooling, electric vehicle technology, and energy
management services.

 
Item 7.  Exhibits

         (c)  Exhibits

         99  Press release of C-TEC Corporation and Boston Edison dated as of
             September 30, 1996 announcing the signing of a letter of intent to
             form a joint venture to offer local phone, long-distance, video and
             internet access.
<PAGE>
 
                                   SIGNATURES


       Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                             C-TEC Corporation

                               By:     \s\ Bruce C. Godfrey 
                                     -----------------------------

                                     Name:  Bruce C. Godfrey
                                     Title: Executive Vice President
                                            and Chief Financial Officer
 


Date:     October 14, 1996
       -----------------------

<PAGE>
 
                                                            Ex-99



Contacts:

C-TEC
- -----
     Valerie Haertel, Investor Relations --Boston (617) 859-7200, Princeton
     (609) 734-3816 Rubenstein Associates, Peter Rosenthal, Public Relations --
     (212) 843-8030

Boston Edison
- -------------
     Mike Monahan, Media -- (617) 424-2460, Evenings (617) 541-7888
     Phil Lembo, Investor Relations -- (617) 424-3414


              Boston Edison and C-TEC's RCN Unit Form Partnership
         To Offer Local Phone, Long Distance, Video and Internet Access


     BOSTON, September 30, 1996 -- Boston Edison Company (NYSE:BSE) and RCN
Inc., a subsidiary of C-TEC Corporation (Nasdaq: CTEX) today announced the most
comprehensive agreement in the nation between and electric company and a
broadband network company to provide one-stop shopping for energy and
telecommunications services.

     The two companies have signed an agreement to form a joint venture to
provide local and long-distance telephone service, video, high-speed Internet
access and eventually energy management and property monitoring services.
Starting in Boston, the joint venture partners expect to further expand into
surrounding markets.

     Boston Edison Chairman, Thomas J. May said today's announcement marks the
first stage of a major shift in direction and a dramatic and innovative strategy
for competing in the information age. May said that the partnership will focus
on providing consumer services that will constitute a broad array of energy and
high technology communications services.

     C-TEC Chairman and CEO, David C. McCourt said his company is pleased to
have Boston Edison as a partner because of Edison's large fiber optic network,
its focus on innovative technology, its sales and marketing expertise and its
reach into 100 percent of the homes and businesses in the market.  RCN, which
also began providing telephone, Internet and video services in Boston earlier
this year, was also attracted by the opportunity to add value to its customers
by expanding into other telecommunications and energy monitoring services.


                                     -more-
<PAGE>
 
1st add/C-TEC Corporation and Boston Edison/September 30, 1996

 
     McCourt said, "Speed to market is critical in this business.  Boston Edison
has demonstrated to us that it can move quickly and with agility, both of which
are essential to success."

     May said, "Our future is in using innovative energy and telecommunications
technologies to meet the changing needs of customers.  The synergy inherent in
these emerging competitive markets will allow us to provide new and existing
customers with the broadest array of low-cost, high-value services. We have been
exploring our involvement in the telecommunications industry for more than a
year and have evaluated many options.  RCN's technological leadership and
presence in the Boston market made them the ideal choice."

     McCourt said, "This is the most comprehensive agreement so far between a
major telecommunications provider and an electric company. This joint venture
with Boston Edison combines the resources of two prominent companies to create a
truly competitive provider of broadband telecommunications and energy services
to one of the most sophisticated technology and telecommunications markets in
the world."

     The projected cost of creating the Edison/RCN telecommunications network to
a population in excess of 1.6 million in the Greater Boston area is about $300
million. The venture, in the form of an unregulated entity is majority owned and
controlled by RCN.  RCN is already providing services in Boston and New York
City and expects additional rollouts this year. Boston Edison has approximately
200 miles of fiber optic cable currently in place, more than any other electric
company in Massachusetts and more than most telecommunications companies.

     "We recognize that we are in the customer service business, and we want to
be the best users of technology to deliver new services as they become
available," May said.  "We live in the Information Age, and technology is
dramatically changing the way that services are delivered to customers."

     "Customer expectations are changing rapidly," McCourt said.  "The winner in
this new marketplace will be the company that sees these changing expectations
and creatively employs technology to get to the market first at the least cost
with a quality product that customers will buy."

     RCN Inc., through its parent, C-TEC Corporation are providers of integrated
voice, video, data and high-speed Internet services.  C-TEC Corporation,
headquartered in Princeton, N.J., is a diversified, international
telecommunications and high-technology company with interests in local and long-
distance telephone, cable television, engineering and communications services.

     Boston Edison is an electric energy provider with unregulated subsidiary
companies offer direct cooling, electric vehicle technology, and energy
management services.


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