UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 13)
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 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.
SCHEDULE 13D
CUSIP No. 126504109
126504208
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 2. Identity and Background. The response set forth in
Item 2 of the Schedule 13D is hereby amended and restated in its entirety as
follows:
"This statement is filed on behalf of Kiewit Telecom
Holdings Inc., a Delaware corporation ("Kiewit Telecom" or "KTH"). Kiewit
Telecom is a subsidiary of Kiewit Diversified Group Inc. ("KDG"), which is
a wholly owned subsidiary of Peter Kiewit Sons' Inc. ("PKS", and together
with KDG and Kiewit Telecom, the "Kiewit Companies"). KDG and PKS are
Delaware corporations. Kiewit Telecom was formerly known as RCN
Corporation, and references in previous filings (other than Amendment No.
12) to "RCN" shall be construed as references to Kiewit Telecom.
Kiewit Telecom was formed to invest in telecommunications
businesses that primarily serve residential customers. Kiewit Telecom has no
significant assets other than its investment in the Company. The address of
the principal executive offices and principal business of Kiewit Telecom is
1000 Kiewit Plaza, Omaha, NE 68131. Information as to each executive officer
and director of Kiewit Telecom is set forth in Schedule A attached hereto,
which is incorporated herein by reference.
KDG is a holding company for subsidiaries engaged in the
telecommunications, energy and mining businesses. The address of the
principal executive offices and principal business of KDG is 1000 Kiewit
Plaza, Omaha, NE 68131.
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
the Company, owns the remaining 10% of the common stock of Kiewit Telecom.
PKS is the ultimate parent of Kiewit Telecom and KDG. PKS is
a holding company for subsidiaries engaged in the construction, mining,
telecommunications and energy businesses. The address of the principal
executive offices and principal business of PKS is 1000 Kiewit Plaza, Omaha,
NE 68131. Information as to each executive officer and director of PKS is set
forth in Schedule B attached hereto, which is incorporated herein by
reference.
During the last five years, none of the Kiewit Companies nor,
to the best knowledge of the Kiewit Companies, any of the persons listed on
Schedule A or B 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 proceding was or is subject to a
judgement, decree or final order enjoining future violation 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 August 29, 1997, Kiewit Telecom converted 3,000,000 shares
of Class B Stock into 3,000,000 shares of Common Stock, pursuant to the
Articles of Incorporation of the Company, as amended (the "Conversion").
On September 5, 1997, the Board of Directors of the
Company, in furtherance of the plan approved by the Board of Directors of
the Company on February 12, 1997 to separate its operations along business
lines into three separate, publicly traded companies through two spin-offs,
took the following actions: (i) pursuant to and subject to satisfaction of
the conditions contained in the Distribution Agreement dated September 5,
1997 among the Company, RCN Corporation, a Delaware corporation and wholly
owned subsidiary of the Company ("RCN"), and Cable Michigan, Inc., a
Pennsylvania corporation and wholly owned subsidiary of the Company ("Cable
Michigan"), declared a distribution (the "Distribution") to be made on
September 30, 1997 (the "Distribution Date") of all issued and outstanding
shares of common stock, par value $1.00 per share ("RCN Common Stock"), of
RCN and all issued and outstanding shares of common stock, par value $1.00
per share ("CM Common Stock"), of Cable Michigan to holders of record of
Common Stock and 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
every share of Common Stock or Class B Stock held of record on the Record
Date and one share of CM Common Stock for every four shares of Common Stock
or Class B Stock held of record on the Record Date and (ii) approved a
reverse stock split (the "Reverse Stock Split") , whereby every three
shares of Common Stock issued and outstanding shall be combined into two
validly issued, fully paid and nonassessable shares of Common Stock, and
every three shares of Class B Stock issued and outstanding shall be
combined into two validly issued, fully paid and nonassessable shares of
Class B Stock. The Reverse Stock Split is subject to the approval of the
stockholders of the Company of an amendment to the Articles of
Incorporation of the Company to effect the Reverse Stock Split, and a
proposal to approve such amendment is to be presented for a vote at the
Annual Meeting of stockholders of the Company on October 1, 1997 (the "1997
Annual Meeting"). The Distribution is subject to certain conditions, and
there can be no assurances that any transaction will be affected. The
Distribution Date and the Record Date are subject to change. There can be
no assurances that the Reverse Stock Split will be affected.
On September 5, 1997, the Board of Directors of the Company
approved the amendment of its Articles of Incorporation for the purpose of
changing its name to "Commonwealth Telephone Enterprises, Inc." The Company
plans to effect such amendment of its Articles of Incorporation by filing
an appropriate amendment with the Department of the State of the
Commonwealth of Pennsylvania after the Annual Meeting.
The Board of Directors of the Company is divided into three
classes. David C. McCourt, David C. Mitchell, Daniel E. Knowles and
Walter Scott, Jr. are members of Class I whose term will expire at the 1997
Annual Meeting. These individuals have been nominated to be re-elected at
the 1997 Annual Meeting. Robert E. Julian, Frank M. Henry, Eugene Roth,
Michael B. Yanney and Bruce C. Godfrey are members of Class II with terms
expiring in 1998. James Q. Crowe, Stuart E. Graham, Richard R. Jaros
and Michael J. Mahoney are members of Class III with terms expiring in
1999.
It is anticipated that after the Distribution, (i) Robert
E. Julian, Michael B. Yanney and Bruce C. Godfrey will resign from their
positions as Directors in Class 2, (ii) Michael I. Gottdenker and John J.
Whyte will be selected by the Board of Directors to fill two of the
vacancies in Class 2, (iii) the Board of Directors will eliminate the
additional vacancy in Class 2, create a vacancy in Class 3, and select
Bruce C. Godfrey to fill the vacancy so created."
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) Kiewit Telecom owns 11,226,262 shares of
Common Stock, representing 48.44% of the outstanding Common Stock, and
2,094,223 shares of Class B Stock, representing 48.60% of the outstanding
Class B Stock (collectively, the "Company Shares"). Common Stock has one
vote per share and the Class B Stock has 15 votes per share, and
consequently, Kiewit Telecom is entitled to cast 42,639,607 (48.56%) of the
87,807,730 total votes of all outstanding shares of Common Stock and Class
B Stock.
Each share of Class B Stock is convertible into one share of
Common Stock. If all 2,094,223 shares of Class B Stock owned by Kiewit
Telecom (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 52.71% of the 25,270,058 shares of Common Stock then outstanding.
Kiewit Telecom 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 Kiewit Telecom, 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 8,636 shares of
Common Stock and 6,000 shares of Class B Stock representing less than .1%
of the shares of the outstanding Common Stock and Class B Stock,
respectively.(1) Mr. McCourt has the sole power to vote or 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.
- ------------
(1) Does not include 18,169 shares of Common Stock issued to Mr.
McCourt as a matching contribution under the C-TEC Executive Stock Purchase
Plan. Such shares are unvested and subject to forfeiture. Mr. McCourt
has sole power to vote such shares.
James Q. Crowe is the beneficial owner of 416 shares of
Common Stock representing less than .1% of the outstanding Common Stock.
Mr. Crowe has the sole power to vote or direct the vote and to dispose of
or direct the disposition of such shares.
Richard R. Jaros is the beneficial owner of 380 shares of
Common Stock representing less than .1% of the outstanding Common Stock.
Mr. Jaros has the sole power to vote or direct the vote and to dispose of
or direct the disposition of such shares.
Walter Scott, Jr. is the beneficial owner of 416 shares of
Common Stock representing less than .1% of the outstanding Common Stock.
Mr. Scott has the sole power to vote or direct the vote and to dispose of
or direct the disposition of such shares.
All information in this item 5(a) and (b) as to the number
of shares outstanding, the number of votes that outstanding shares are
entitled to cast or the percentage of shares held or votes entitled to be
cast are based on the number of shares outstanding on September 2, 1997.
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) Except for the Conversion, 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.(2)
- ------------
(2) Excludes purchases of Common Stock by the Plan Administrator of
the C-TEC Employee Stock Purchase Plan on behalf of David McCourt, excludes
shares issued to Mr. McCourt as a matching contribution under the C-TEC
Executive Stock Plan and excludes shares issued pursuant to the Company's
1997 Non-Management Directors' Stock Compensation Plan.
(d) Inapplicable.
(e) Inapplicable."
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 8: 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. 2 to the Form 10/A of
RCN Corporation (Commission File No. 0-22825) 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
KIEWIT TELECOM HOLDINGS INC.
/s/ Steven L. George
By:___________________________
Name: Steven L. George
Title: Vice President
Schedule A
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 B
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>
