UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 10)
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)
August 8, 1996
(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. 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* |
| | |
|____|____________________________________________________________________|
| 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) |
| | 42.0% of Common Stock; 64.6% 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 as follows:
"On August 8, 1996, the Company announced that its Board of
Directors had determined not to proceed with its previously announced plan to
sell its domestic cable television operations to a third party in a
stock-for-stock transaction (the "Prior Restructuring Plan"). The Company
announced that it will, however, continue to explore ways to increase
profitability and value which could include a restructuring transaction of
some sort.
On August 8, 1996, the Company also announced that its Board of
Directors had approved a Plan for the Company to reacquire the UrbanNet
Business, and to acquire the assets of Liberty Cable of New York, from RCN in
accordance with the terms of the Developmental Agreement.
As previously disclosed, on March 27, 1996, RCN and the Company
entered into the Developmental Agreement, pursuant to which the Company agreed
to sell and RCN agreed to purchase the UrbanNet Business and the CIT
Businesses. RCN purchased the UrbanNet Business from the Company on April 1,
1996 for $17,500,000 in cash. The Developmental Agreement provides the
Company an option, at its election, to repurchase the UrbanNet Business (the
"Repurchase Option") on the terms and subject to the conditions set forth in
the Developmental Agreement, if, among other things, the Company's Board of
Directors determines not to proceed with a C-TEC Restructuring. RCN and the
Company have agreed that the determination of the Company's Board of Directors
not to proceed with the Prior Restructuring Plan will be treated as a
determination that results in the Company having the right to exercise the
Repurchase Option.
The Developmental Agreement provides that if the Company elects
to exercise the Repurchase Option, then the Company has the right and the
obligation to purchase RCN's interest in Freedom New York, L.L.C., a Delaware
limited liability company ("Freedom"), and all related rights and liabilities
(collectively, the "Freedom Interest") on the terms and subject to the
conditions set forth in the Developmental Agreement. Freedom is a 80.1% owned
subsidiary of RCN and is the successor to the business of Liberty Cable
Company, Inc.
On August 8, 1996, the Company announced that it intends to
exercise the Repurchase Option to reacquire the UrbanNet Business and to
acquire the Freedom Interest on substantially the terms set forth in the
Developmental Agreement. In connection with the exercise of the Repurchase
Option, it is anticipated that RCN and the Company will enter into an
agreement regarding certain related matters including (i) an agreement that
the closing of the CIT Businesses purchase and sale will not be consummated
and (ii) an agreement that the Developmental Agreement and, with certain
limited exceptions, the parties' obligations thereunder will be terminated
upon the consummation of the repurchase of the UrbanNet Business and the
purchase and sale of the Freedom Interest. The Special Committee approved the
decision to exercise the Repurchase Option to reacquire the UrbanNet Business
and acquire the Freedom Interest.
The purchase price (the "UrbanNet Repurchase Price") for the
repurchase of the UrbanNet Business, as set forth in the Developmental
Agreement, is an amount of cash equal to (x) the price paid by RCN for the
UrbanNet Business, (y) increased by any contributions made to the UrbanNet
Business by RCN after the date upon which RCN acquired the UrbanNet Business
and (z) increased by an amount necessary to provide RCN with a 7% annual
internal rate of return on its investment in the UrbanNet Business.
The purchase price for the Freedom Interest (the "Freedom
Purchase Price"), as set forth in the Developmental Agreement, is an amount
in cash equal to RCN's total investment in Freedom, increased by an amount
necessary to provide RCN with a 7% annual internal rate of return on that
investment.
The purchase and sale of the UrbanNet Business and the Freedom
Interest will take place on the same day, and are expected to occur within 60
days. Such transactions are, however, subject to obtaining certain regulatory
approvals and other conditions and there can be no assurance that such
transactions will be consummated.
Item 5. Interest in Securities of the Company.
--------------------------------------
The response set forth in Item 5 of the Schedule 13D is hereby
amended and restated in its entirety as follows:
"(a) and (b) RCN beneficially owns 8,226,262 shares of Common
Stock, representing 42.0% of the Common Stock outstanding on July 31, 1996,
and 5,094,223 shares of Class B Stock, representing 64.6% of the Class B Stock
outstanding on July 31, 1996 (collectively, the "Company Shares"). Common
Stock has one vote per share and the Class B Stock has 15 votes per share, and
consequently, the Company Shares are entitled to cast 84,639,607 (61.4%) of
the 137,927,337 total votes of all outstanding shares of Common Stock and
Class B Stock on July 31, 1996.
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 Company
Shares would comprise 13,320,485 shares of Common Stock representing 54.0% of
the 24,661,735 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 Company 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 Company
Shares.
David McCourt is the beneficial owner of 6567.5892 shares of
Common Stock and 6,000 shares of Class B Stock representing less than .1% of
the 19,567,512 shares of Common Stock and 7,890,655 shares of Class B Stock,
respectively, outstanding on July 31, 1996. Mr. McCourt has the sole power to
vote or to direct the vote, and to dispose or direct the disposition of these
shares. Mr. McCourt disclaims beneficial ownership of 225 shares of Common
Stock beneficially owned by his wife.
Except as set forth in this Item 5(a) and (b), none of the
Kiewit Companies, nor, to the best 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.(1)
(d) Inapplicable.
(e) Inapplicable."
- ------------
(1) Excludes purchases of Common Stock by the Plan Administrator of the C-TEC
Employee Stock Purchase Plan on behalf of David McCourt.
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: August 12, 1996
RCN CORPORATION
By: /S/ Matthew J. Johnson
Name: Matthew J. Johnson
Title: Vice President
