==============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 23)
MERCOM, INC.
(Name of Issuer)
COMMON STOCK
$1.00 PAR VALUE
(Title of Class of Securities)
------------
58935D109
(CUSIP Number)
C-TEC CORPORATION
(Names of Persons Filing Statement)
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)
September 5, 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. 58935D109
- ---------------------
1 NAME OF REPORTING PERSON
C-TEC Corporation 23-2093008
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
Pennsylvania
7 SOLE VOTING POWER
2,964,250
8 SHARED VOTING POWER
NUMBER OF SHARES -0-
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER
2,964,250
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,964,250
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61.92%
14 TYPE OF REPORTING PERSON*
CO
The following information amends the Schedule 13D dated March
14, 1990, 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 2. Identity and Background.
The response set forth in Item 2 of the Schedule 13D is hereby
amended and restated as follows:
"This statement is being filed on behalf of C-TEC Corporation,
a Pennsylvania corporation ("C-TEC"). C-TEC is controlled by Kiewit Telecom
Holdings Inc., a Delaware corporation ("Kiewit Telecom"), formerly known as
RCN Corporation ("RCN"). In February 1997, Kiewit Telecom changed its name
from RCN Corporation to Kiewit Telecom Holdings Inc. All references to "RCN"
or "RCN Corporation" in previous filings should be construed as references to
Kiewit Telecom.
Kiewit Telecom owns 11,226,262 shares of C-TEC Common Stock and
2,094,223 shares of C-TEC Class B Common Stock representing, respectively,
48.44% of the outstanding C-TEC Common Stock and 48.60% of the outstanding
C-TEC Class B Common Stock. Kiewit Telecom's ownership interest in C-TEC
entitles Kiewit Telecom to cast 48.56% of the votes of all outstanding shares
of C-TEC capital stock.
Kiewit Telecom is a subsidiary of Kiewit Diversified Group
Inc., a Delaware corporation ("KDG"), which is in turn a wholly owned
subsidiary of Peter Kiewit Sons' Inc., a Delaware corporation ("PKS"). KDG
owns 90% of the Common Stock and all of the preferred stock of Kiewit Telecom.
David C. McCourt, Chairman and Chief Executive Officer of C-TEC and RCN, owns
the remaining 10% of the common stock of Kiewit Telecom.
C-TEC is a telecommunications holding company. C-TEC's
interest in the Company was held prior to June 5, 1996 through its wholly
owned subsidiary, C-TEC Properties, Inc., a Delaware corporation
("Properties"). On June 5, 1996, Properties was merged into C-TEC.
Kiewit Telecom was formed to invest in telecommunications
businesses that primarily serve residential customers. Kiewit Telecom has no
significant assets other than its interest in C-TEC.
KDG is a holding company for subsidiaries engaged in the
telecommunications, energy and mining businesses.
PKS, the ultimate parent of Kiewit Telecom and KDG, is the
holding company for subsidiaries engaged in the construction, mining,
telecommunications and energy businesses.
The principal executive and business offices of C-TEC are
located at 105 Carnegie Center, Princeton, New Jersey 08540. The principal
executive and business offices of each of Kiewit Telecom, KDG and PKS are
located at 1000 Kiewit Plaza, Omaha, Nebraska 68131.
Information as to each executive officer and director of C-TEC,
Kiewit Telecom, KDG and PKS is set forth in Schedules A through D,
respectively, attached hereto, and such Schedules are incorporated herein by
reference.
During the last five years, none of C-TEC, Kiewit Telecom, KDG
or PKS (the "C-TEC Entities") nor, to the best knowledge of the C-TEC
Entities, any of the persons listed on Schedules A through D attached hereto,
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws."
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 5, 1997, the Board of Directors of C-TEC, in
furtherance of the plan approved by the Board of Directors of C-TEC on
February 12, 1997 to separate its operations along business lines into three
separate, publicly traded companies through two spin-offs, declared a
distribution (the "Distribution") to be made on September 30, 1997 of all
issued and outstanding shares of common stock of RCN Corporation, a Delaware
corporation and wholly owned subsidiary of C-TEC ("RCN"), par value $1.00 per
share ("RCN Common Stock"), and all issued and outstanding shares of Common
Stock of Cable Michigan, Inc., a Pennsylvania corporation and wholly owned
subsidiary of C-TEC ("Cable Michigan"), par value $1.00 per share ("CM Common
Stock"), to holders of record of Common Stock of C-TEC, par value $1.00 per
share ("C-TEC Common Stock"), and Class B Common Stock of C-TEC, par value
$1.00 per share ("C-TEC Class B Stock"), as of the close of business on
September 19, 1997 (the "Record Date") on the basis of one share of RCN Common
Stock for each share of C-TEC Common Stock or C-TEC Class B Stock held of
record on the Record Date and one share of CM Common Stock for every four
shares of C-TEC Common Stock or C-TEC Class B Stock held of record on the
Record Date. The Distribution is to be made pursuant to and subject to
satisfaction of the conditions contained in the Distribution Agreement dated
September 5, 1997 (the "Distribution Agreement") among C-TEC, RCN and Cable
Michigan. There can be no assurances that any transaction will be consummated.
Pursuant to the provisions of the Distribution Agreement, C-TEC
has (i) borrowed for general corporate purposes $15 million (the "$15 Million
Loan") from unrelated third party lenders (securing the $15 Million Loan with
its 61.92% interest in the Company (the "Interest") and (ii) agreed to
contribute the Interest to Cable Michigan subject to the encumbrance of the
$15 Million Loan which the Interest secures and which Cable Michigan has
agreed to assume."
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) As of the date hereof, C-TEC beneficially owns
2,964,250 shares of Common Stock, representing approximately 61.92% of the
4,787,060 shares of Common Stock which are outstanding.
C-TEC has the sole power to vote or direct the vote, and to
dispose or direct the disposition of the Shares. The Shares are owned of
record by Properties. Through their direct and indirect ownership of C-TEC
each of Kiewit Telecom, KDG and PKS may, for purposes of Rule 13d-3 under
the Securities Exchange Act of 1934, be deemed to beneficially own the
Shares.
Clifford L. Jones beneficially owns 300 shares of Common Stock.
Mr. Jones has the sole power to vote or direct the vote, and to dispose or
direct the disposition of these shares, which represent less than .1% of the
outstanding shares of Common Stock.
Raymond B. Ostroski beneficially owns 4000 shares of Common
Stock. Mr. Ostroski shares power to vote or direct the vote, and to dispose or
direct the disposition of these shares, which represent less than .1% of the
outstanding shares of Common Stock.
George C. Stephenson beneficially owns 5000 shares of Common
Stock. Mr. Stephenson has the sole power to vote or direct the vote, and to
dispose or direct the disposition of these shares, which represent
approximately .2% of the outstanding shares of Common Stock.
David C. McCourt's wife beneficially owns 50,000 shares of
Common Stock. Mr. McCourt disclaims beneficial ownership of such shares.
Except as set forth in this Item 5(a) and (b) none of the C-TEC
Entities, nor, to the best knowledge of the C-TEC Entities, any persons named
in Schedules A through D hereto, owns beneficially any shares of Common Stock.
(c) No transactions in the Common Stock have been effected
during the past 60 days by the C-TEC Entities or, to the best knowledge of the
C-TEC Entities, by any of the persons named in Schedules A through D attached
to Amendment No. 17 to the Schedule 13D.
(d) Inapplicable.
(e) Inapplicable."
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Company
To the best knowledge of C-TEC Entities, other than the
Distribution Agreement (described above, attached as Exhibit 2 and
incorporated herein by reference) there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named
in Item 2 or between such persons and any other person, with respect to any
securities of the Company, including, but not limited to, transfer or voting
of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees or profits, division of profits or
loss, or the giving or withholding of proxies
Item 7. Material to be Filed as Exhibits.
The response set forth in Item 7 of the Schedule 13D is hereby
amended and supplemented by the following:
"Exhibit 2: Distribution Agreement dated as of September 5,
1997 among C-TEC Corporation, a Pennsylvania Corporation, Cable Michigan,
Inc., a Pennsylvania Corporation, and RCN Corporation, a Delaware corporation.
Filed as Exhibit 2.1 to Amendment No. 1 to the Form 10/A of RCN Corporation
and incorporated herein by reference."
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: September 5, 1997
C-TEC CORPORATION
By:
-----------------------------
Name: David C. McCourt
Title: Chairman and Chief
Executive Officer
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF C-TEC CORPORATION
The name, business address, citizenship, title and present
principal occupation or employment of each of the directors and executive
officers of C-TEC Corporation are set forth below.
<TABLE>
<CAPTION>
Principal
Name and Occupation
Office Held Business Address Citizenship or Employment
- ----------------------------------------------- ------------------------- ------------- ------------------
<S> <C> <C> <C>
David C. McCourt 105 Carnegie Center, USA Chairman,
Chairman, Chief Executive Officer, Princeton, NJ 08540 Chief Executive
Director Officer, C-TEC
Michael J. Mahoney 105 Carnegie Center, USA President, Chief
President, Chief Princeton, NJ 08540 Operating
Operating Officer, Officer, C-TEC
Director
Bruce C. Godfrey 105 Carnegie Center, USA Executive Vice
Executive Vice President, Chief Financial Princeton, NJ 08540 President, Chief
Officer, Financial
Director Officer, C-TEC
Raymond B. Ostroski 105 Carnegie Center, USA Executive Vice
Executive Vice President, General Princeton, NJ 08540 President,
Counsel General
Counsel, C-TEC
Michael A. Adams 105 Carnegie Center, USA President,
President, Technology & Network Princeton, NJ 08540 Technology &
Development Network
Development,
C-TEC
Malcolm M. Burnside 105 Carnegie Center, USA Vice President,
Vice President, Regulatory and Public Princeton, NJ 08540 Regulatory and
Affairs Public Affairs,
C-TEC
Mark Haverkate 105 Carnegie Center, Executive Vice
Executive Vice President, Business Princeton, NJ 08540 President,
Development Business
Development,
C-TEC
John D. Filipowicz 105 Carnegie Center, USA Vice President,
Vice President, Assistant General Princeton, NJ 08540 Assistant
Counsel, Assistant Corporate Secretary General
Counsel,
Assistant
Corporate
Secretary,
C-TEC
Ralph S. Hromisin 105 Carnegie Center, USA Vice President,
Vice President, Corporate Controller Princeton, NJ 08540 Corporate
Controller,
C-TEC
Timothy J. Stoklosa 105 Carnegie Center, USA Senior Vice
Senior Vice President Finance & Princeton, NJ 08540 President
Treasurer Finance &
Treasurer,
C-TEC
James J. Saile 105 Carnegie Center, USA Vice President
Vice President Princeton, NJ 08540 Taxation, C-TEC
Taxation
Gary D. Isaacs 105 Carnegie Center, USA Vice President
Vice President Princeton, NJ 08540 Human
Human Resources Resources,
C-TEC
James Q. Crowe 1000 Kiewit Plaza USA President and
Director Omaha, NE 68131 Chief Executive
Officer, KDG
Stuart E. Graham 1616 Whitestone Expy. USA Chairman,
Director Whitestone, NY 11357 President, Chief
Executive
Officer, Skansa
Engineering and
Construction,
Inc.
Frank M. Henry 239 Old River Road USA Chairman,
Director Wilkes-Barre, PA 18703 Frank Martz
Coach Company
Richard R. Jaros 1000 Kiewit Plaza USA Former
Director Omaha, NE 68131 Executive Vice
President,
Director, PKS
Robert E. Julian 13537 Parker Street USA Retired
Director Omaha, NE 68154 Executive Vice
President, Chief
Financial
Officer,
Director, PKS
Daniel E. Knowles 1 F Place USA Personnel
Director Gouldsboro, PA 18424 Consultant
David C. Mitchell 267 E. Lake Road USA Retired
Director P.O. Box 819 Corporate
Honeoye, NY Executive Vice
14471-0819 President,
President of the
Telephone
Group and
Director,
Rochester
Telephone
Corporation
Eugene Roth 15 S. Franklin Street USA Partner,
Director Wilkes-Barre, PA 18711 Rosenn, Jenkins
and Greenwald
(Attorneys)
Walter Scott, Jr. 1000 Kiewit Plaza USA Chairman,
Director Omaha, NE 68131 President,
Director, PKS
Michael B. Yanney 1004 Farnam Street USA Chairman and
Director Omaha, NE 68102 Chief Executive
Officer, America
First Companies
</TABLE>
Schedule B
----------
DIRECTORS AND EXECUTIVE OFFICERS OF KIEWIT TELECOM HOLDINGS INC.
The name, business address, citizenship, title and present principal
occupation or employment of each of the directors and executive officers of
Kiewit Telecom Holdings, Inc. are set forth below.
<TABLE>
<CAPTION>
Name and Principal Occupation or
Office Held Business Address Citizenship Employment
- ------------------------- --------------------- ------------- --------------------------
<S> <C> <C> <C>
David C. McCourt 105 Carnegie Center USA Chairman,
President, Princeton, NJ 08540 Chief Executive Officer,
Director C-TEC Corporation
Steven L. George 1000 Kiewit Plaza USA Vice President, KDG
Vice President Omaha, NE 68131
Matthew J. Johnson, 1000 Kiewit Plaza USA Vice President-Legal,
Vice President and Omaha, NE 68131 PKS
Secretary
James Q. Crowe 1000 Kiewit Plaza USA President, Chief
Director Omaha, NE 68131 Executive Officer, KDG
Walter Scott, Jr. 1000 Kiewit Plaza USA Chairman, President,
Director Omaha, NE 68131 Director, PKS
R. Douglas Bradbury 1000 Kiewit Plaza USA Executive Vice
Vice President and Omaha, NE 68131 President and Chief
Director Financial Officer, KDG
</TABLE>
Schedule C
----------
DIRECTORS AND EXECUTIVE OFFICERS OF KIEWIT
DIVERSIFIED GROUP INC.
The name, business address, citizenship, title and present principal
occupation or employment of each of the directors and executive officers of
Kiewit Diversified Group Inc. are set forth below.
<TABLE>
<CAPTION>
Principal
Name and Business Occupation
Office Held Address Citizenship or Employment
- ------------------------------------- ------------------------- ------------- ----------------------
<S> <C> <C> <C>
Walter Scott, Jr. 1000 Kiewit Plaza USA Chairman, Director,
Chairman, Director Omaha, NE 68131 President, PKS
Robert E. Julian 11707 Miracle Hills Dr. USA Former Chief
Director Omaha, NE 68154 Financial
Officer, PKS
Richard R. Jaros 1000 Kiewit Plaza USA Former Executive
Director Omaha, NE 68131 Vice President, PKS
George Lee Butler 1000 Kiewit Plaza USA Vice President, KDG
Vice President Omaha, NE 68131
Steven L. George 1000 Kiewit Plaza USA Vice President,
Vice President Omaha, NE 68131 Kiewit Diversified
Group Inc.
Ann C. McCulloch 1000 Kiewit Plaza USA Vice President,
Vice President, Treasurer Omaha, NE 68131 Treasurer, PKS
Matthew J. Johnson 1000 Kiewit Plaza USA Vice President-
Vice President, General Omaha, NE 68131 Legal, PKS
Counsel, Secretary
Eric J. Mortensen 1000 Kiewit Plaza USA Controller, PKS
Controller Omaha, NE 68131
William L. Grewcock 1000 Kiewit Plaza USA Vice Chairman,
Director Omaha, NE 68131 Director, PKS
Kenneth E. Stinson 1000 Kiewit Plaza USA Executive Vice
Director Omaha, NE 68131 President, Director,
PKS
James Q. Crowe 1000 Kiewit Plaza USA Executive Vice
President, Chief Executive Omaha, NE 68131 President, Director,
Officer, Director PKS
R. Douglas Bradbury 1000 Kiewit Plaza USA Executive Vice
Executive Vice President and Omaha, NE 68131 President and Chief
Chief Financial Officer, Financial Officer,
Director Director, KDG
Kevin J. O'Hara 1000 Kiewit Plaza USA Vice President, KDG
Vice President Omaha, NE 68131
Michael Frank 1000 Kiewit Plaza USA Vice President, KDG
Vice President Omaha, NE 68131
Robert B. Daugherty Guarantee Centre USA Chairman, Valmont
Director Suite 225 Industries, Inc.
Omaha, NE 68114
Charles M. Harper One Central Park Plaza USA Former Chairman,
Director Suite 1500, North Tower RJR
Omaha, NE 68102 Nabisco Holdings
Corporation
David C. McCourt 105 Carnegie Center, USA Chairman,
Director Princeton, NJ 08540 Chief Executive
Officer, C-TEC
Michael B. Yanney 1004 Farnam Street USA Chairman and Chief
Director Omaha, NE 68102 Executive Officer,
America First
Companies
</TABLE>
Schedule D
----------
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.
<TABLE>
<CAPTION>
Principal
Name and Business Occupation
Office Held Address Citizenship or Employment
- ----------------------------------- ------------------------ ------------- --------------------
<S> <C> <C> <C>
Walter Scott, Jr. 1000 Kiewit Plaza USA President,
President, Chairman, Omaha, NE 68131 Chairman, PKS
Director
William L. Grewcock 1000 Kiewit Plaza USA Vice Chairman,
Vice Chairman, Omaha, NE 68131 PKS
Director
Kenneth E. Stinson 1000 Kiewit Plaza USA Chairman, Chief
Executive Vice President, Omaha, NE 68131 Executive
Director Officer, Kiewit
Construction
Group Inc.
Richard R. Jaros 1000 Kiewit Plaza USA Former
Director Omaha, NE 68131 President, KDG
Richard Geary 215 V Street USA President, Kiewit
Director Vancouver, WA 98661 Pacific Co.
James Q. Crowe 1000 Kiewit Plaza USA President, Chief
Executive Vice President, Omaha, NE 68131 Executive
Director Officer, Director,
KDG
George B. Toll, Jr. 1000 Kiewit Plaza USA Executive Vice
Director Omaha, NE 68131 President, Kiewit
Construction
Group Inc.
Peter Kiewit, Jr. 2600 N. Central Ave. USA Attorney
Director Phoenix, AZ 85004
Robert B. Daugherty Guarantee Centre USA Chairman,
Director Suite 225 Valmont
Omaha, NE 68114 Industries Inc.
Charles M. Harper One Central Park Plaza USA Former
Director Suite 1500 Chairman, RJR
Omaha, NE 68102 Nabisco
Holdings Corp.
Richard W. Colf 215 V Street USA Senior Vice
Director Vancouver, WA 98661 President,
Kiewit Pacific
Co.
Bruce E. Grewcock 1000 Kiewit Plaza USA Chairman,
Director Omaha, NE 68131 Kiewit Mining
Group Inc.
Matthew J. Johnson 1000 Kiewit Plaza USA Vice President -
Vice President - Legal Omaha, NE 68131 Legal, PKS
Tait P. Johnson 1000 Kiewit Plaza USA President,
Director Omaha, NE 68131 Gilbert Industrial
Corporation
Ann C. McCulloch 1000 Kiewit Plaza USA Vice President,
Vice President, Treasurer Omaha, NE 68131 Treasurer, PKS
Thomas C. Stortz 1000 Kiewit Plaza USA Vice President,
Secretary Omaha, NE 68131 General
Counsel, Kiewit
Construction
Group Inc.
Eric J. Mortensen 1000 Kiewit Plaza USA Controller, PKS
Controller Omaha, NE 68131
Douglas A. Obermier 1000 Kiewit Plaza USA Stock Registrar,
Stock Registrar and Omaha, NE 68131 PKS
Assistant Secretary
Tobin A. Schropp 1000 Kiewit Plaza USA KDG Tax
Assistant Secretary Omaha, NE 68131 Department
Allan K. Kirkwood 10704 Shoemaker Ave. USA Senior Vice
Director Santa Fe Springs, CA President, Kiewit
90670 Pacific Co.
</TABLE>
