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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 14)
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)
September 30, 1997
(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: [ ].
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.
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SCHEDULE 13D
CUSIP No. 126504109
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126504208
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1 NAME OF REPORTING PERSON
Kiewit Telecom Holdings Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
47-0761
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) [ ]
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
11,226,262 Common Stock (see Item 5)
2,094,223 Class B Common Stock (see Item 5)
8 SHARED VOTING POWER
-0- (see Item 5)
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON WITH 11,226,262 Common Stock (see Item 5)
2,094,223 Class B Common Stock (see Item 5)
10 SHARED DISPOSITIVE POWER
-0- (see Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,226,262 Common Stock (see Item 5)
2,094,223 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)
48.44% of Common Stock; 48.60% of Class B Common Stock
(see Item 5)
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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 September 30, 1997, the Distribution was completed. On
October 1, 1997, the shareholders of the Company approved an amendment to the
Articles of Incorporation of the Company to effect the Reverse Stock Split.
The Reverse Stock Split and the change of the name of the Company to
`Commonwealth Telephone Enterprises, Inc.' will be effected as of the close of
business on October 9, 1997.
Also on September 30, 1997, (i) Robert E. Julian, Michael B.
Yanney and Bruce C. Godfrey resigned from their positions as members of Class
2 of the Company's Board of Directors, (ii) Michael I. Gottdenker and John J.
Whyte were selected by the Board of Directors to fill two of the vacancies in
Class 2, (iii) the Board of Directors eliminated the additional vacancy in
Class 2, created a vacancy in Class 3, and selected Bruce C. Godfrey to fill
the vacancy so created."
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: October 2, 1997
KIEWIT TELECOM HOLDINGS INC.
By: /s/ Matthew J. Johnson
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Name: Matthew J. Johnson
Title: Vice President - Legal
