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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 22)
MERCOM, INC.
(Name of Issuer)
COMMON STOCK
$1.00 PAR VALUE
(Title of Class of Securities)
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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)
June 18, 1997
(Date of Event which Requires Filing of
this Statement)
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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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<S> <C> <C> <C> <C>
SCHEDULE 13D
CUSIP No. 58935D109 Page 2 of 4 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 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
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY EACH -0-
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
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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 4. Purpose of Transaction.
The response set forth in Item 4 of the Schedule 13D is hereby
amended and supplemented as follows:
"On June 18, C-TEC announced that it had suspended its
previously announced proposal to acquire the 38.08% of the Common Stock not
currently owned by it. The foregoing acquisition proposal has been suspended
until after completion of C-TEC's previously announced restructuring. C-TEC
reserves the right to withdraw its proposal at any time prior to the execution
of a definitive agreement. There can be no assurance as to the terms of any
transaction or that any transaction will take place."
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: June 18, 1997
C-TEC CORPORATION
By: /s/ David C. McCourt
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Name: David C. McCourt
Title: Chairman and Chief
Executive Officer
