UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 20)
Mercom, Inc.
(Name of Issuer)
Common Stock
$1.00 Par Value
(Title of Class of Securities)
58935D109
(CUSIP Number)
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)
February 12, 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 Nos. 58935D109 | | Page 2 |
| | | |
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON: |
| | C-TEC Corporation |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | 23-2093008 |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | PF |
|____|____________________________________________________________________|
| 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 | | -0- |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | |
| PERSON | | 2,964,250 |
| WITH |____|_______________________________________________|
| | 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 |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88)
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 8,226,262 shares of C-TEC Common Stock and
5,094,223 shares of C-TEC Class B Common Stock representing, respectively,
41.8% of the outstanding C-TEC Common Stock and 65.5% of the outstanding C-TEC
Class B Common Stock. Kiewit Telecom ownership interest in C-TEC entitles
Kiewit Telecom to cast 62.1% 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 shares of Kiewit Telecom, and the remaining 10% of its shares
are owned by David C. McCourt, Chairman and Chief Executive Officer of the
Company.
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 February 12, 1997, the Board of Directors of C-TEC approved
a plan to separate its operations along business lines into three separate,
publicly traded companies.
Under the plan, C-TEC's operations will be separated into three
independent companies: (i) a newly formed company named RCN Corporation ("RCN
Corp."), which will consist of RCN Telecom Services, which provides
competitive video and telecommunications services in Boston and New York,
C-TEC's New York, New Jersey and Pennsylvania cable television operations,
C-TEC's Commonwealth Long Distance business (other than the portion of such
business that consists of providing long distance services to customers in the
franchise area of Commonwealth Telephone Company (the "In-franchise Long
Distance Business")) and the investment in Megacable S.A. de C.V., Mexico's
largest cable MSO; (ii) C-TEC Corporation, which will be renamed
Commonwealth Telephone Enterprises Inc. and will consist of C-TEC's local
telephone operations and related engineering Commonwealth Telephone
Enterprises Inc. and will consist of C-TEC's local telephone operations and
related engineering business and the In-franchise Long Distance Business;
business; and (iii) C-TEC Cable Systems of Michigan, Inc. ("C-TEC
Michigan") which will consist of C-TEC's classic cable television
operations in Michigan, including its 61.92% interest in the Company.
Under the plan, C-TEC will spin-off to its shareholders the
stock of RCN Corp. and the stock of C-TEC Michigan. It is anticipated that
the spin-offs will occur by year-end. The spin-offs are, however, subject to
the receipt of a private letter ruling from the IRS regarding the tax-free
nature of the spin-offs, the receipt of other regulatory approvals and certain
other conditions. There can be no assurances that any transaction will take
place."
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.
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."
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: February 20, 1997
C-TEC CORPORATION
By: /s/ David C. McCourt
--------------------------------
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 Princeton, NJ 08540 Chief Executive
Executive Officer, Officer, C-TEC
Director
Michael J. Mahoney 105 Carnegie Center, USA President, Chief
President, Chief Princeton, NJ 08540 Operating Officer,
Operating Officer, C-TEC
Director
Bruce C. Godfrey 105 Carnegie Center, USA Executive Vice
Executive Vice Princeton, NJ 08540 President, Chief
President, Chief Financial Officer,
Financial Officer, C-TEC
Director
Raymond B. Ostroski 105 Carnegie Center, USA Executive Vice
Executive Vice Princeton, NJ 08540 President, General
President, General Counsel, C-TEC
Counsel
Michael A. Adams 105 Carnegie Center, USA President,
President, Princeton, NJ 08540 Technology &
Technology & Strategic
Strategic Development,
Development C-TEC
Malcolm M. Burnside 105 Carnegie Center, USA Vice President,
Vice President, Princeton, NJ 08540 Regulatory and
Regulatory and Public Affairs,
Public Affairs C-TEC
John D. Filipowicz 105 Carnegie Center, USA Vice President,
Vice President, Princeton, NJ 08540 Assistant General
Assistant General Counsel, Assistant
Counsel, Assistant Corporate
Corporate Secretary Secretary, C-TEC
Ralph S. Hromisin 105 Carnegie Center, USA Vice President,
Vice President, Princeton, NJ 08540 Corporate
Corporate Controller, C-TEC
Controller
Timothy J. Stoklosa 105 Carnegie Center, USA Senior Vice
Senior Vice Princeton, NJ 08540 President Finance &
President Finance & Treasurer, C-TEC
Treasurer
James J. Saile 105 Carnegie Center, USA Vice President
Vice President Princeton, NJ 08540 Taxation, C-TEC
Taxation
Gary Isaacs 105 Carnegie Center, USA Vice President
Vice President Princeton, NJ 08540 Human Resources,
Human Resources C-TEC
James Q. Crowe 11808 Miracle Hills Dr. USA Chairman of the
Director Omaha, NE 68154 Board, Chief
Executive Officer,
Director, MFS
Stuart E. Graham 1616 Whitestone Expy. USA Chairman,
Director Whitestone, NY 11357 President, Chief
Executive Officer,
Skanska Engineering
and Construction,
Inc.
Frank M. Henry Martz Towers USA Chairman, Frank
Director 46 Public Square Martz Coach Company
Box 1007
Wilkes-Barre, PA
18703
Richard R. Jaros 1000 Kiewit Plaza USA Executive Vice
Director Omaha, NE 68131 President,
Director, PKS
Robert E. Julian 1000 Kiewit Plaza USA Retired Executive
Director Omaha, NE 68131 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 Corporate
Director P.O. Box 819 Executive Vice
Honeoye, NY President,
14471-0819 President of the
Telephone Group and
Director, Rochester
Telephone
Corporation
Eugene Roth 15 S. Franklin Street USA Partner, Rosenn,
Director Wilkes-Barre, PA Jenkins and
18711 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 & CEO
Director Omaha, NE 68102 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>
Principal
Name and 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
Director Officer, C-TEC
Corporation
Ann C. McCulloch 1000 Kiewit Plaza USA Vice President,
Vice President, Omaha, NE 68131 Treasurer, PKS
Treasurer
Steven L. George 1000 Kiewit Plaza USA Vice President,
Vice President Omaha, NE 68131 Kiewit
Diversified Group
Inc.
Matthew J. 1000 Kiewit Plaza USA Vice President-Legal, PKS
Johnson, Vice Omaha, NE 68131
President and
Secretary
Richard R. Jaros 1000 Kiewit Plaza USA Executive Vice
Director Omaha, NE 68131 President, PKS
James Q. Crowe 11808 Miracle Hills Dr. USA Chairman, Chief
Director Omaha, NE 68154 Executive
Officer, MFS
Communications
Company, Inc.
Walter Scott, Jr. 1000 Kiewit Plaza USA Chairman,
Director Omaha, NE 68131 President, PKS
---------------------------
</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. 1000Kiewit Plaza USA Chairman,
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 Executive Vice
President, Director Omaha, NE 68131 President, PKS
George Lee Butler 1000 Kiewit Plaza USA President,
Vice President Omaha, NE 68131 Kiewit Energy
Group Inc.
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, Omaha, NE 68131 Treasurer, PKS
Treasurer
Matthew J. Johnson 1000 Kiewit Plaza USA Vice President-Legal, PKS
Vice President, Omaha, NE 68131
General Counsel,
Secretary
Eric J. Mortensen 1000 Kiewit Plaza USA Controller, PKS
Controller Omaha, NE 68131
Lee E. Ellingson 1000 Kiewit Plaza USA KDG Tax
Assistant Secretary Omaha, NE 68131 Department
William L. Grewcock 1000 Kiewit Plaza USA Vice Chairman,
Director Omaha, NE 68131 Director, PKS
Richard Geary 215 V Street USA Executive Vice
Director Vancouver, WA 98661 President,
Kiewit
Construction
Group Inc.;
President
Kiewit Pacific
Co.
Royce J. Holland 11808 Miracle Hills Dr. USA President,
Director Omaha, NE 68154 Chief Operating
Officer, MFS
Communications
Company, Inc.
Kenneth E. Stinson 1000 Kiewit Plaza USA Executive Vice
Director Omaha, NE 68131 President,
Director, PKS
</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
Vice Chairman, Omaha, NE 68131 Chairman, PKS
Director
Robert E. Julian 11707 Miracle Hills Dr. USA Former Chief
Director Omaha, NE 68154 Financial
Officer, PKS
Kenneth E. Stinson 1000 Kiewit Plaza USA Chairman,
Executive Vice Omaha, NE 68131 Chief
President, Executive
Director Officer,
Kiewit
Construction
Group Inc.
Richard R. Jaros 1000 Kiewit Plaza USA President,
Executive Vice Omaha, NE 68131 KDG
President,
Director
Richard Geary 215 V Street USA President,
Director Vancouver, WA 98661 Kiewit
Pacific Co.
Leonard W. Kearney 1000 Kiewit Plaza USA Senior Vice
Director Omaha, NE 68131 President,
Kiewit
Construction
Company
James Q. Crowe 11808 Miracle Hills Drive USA Chairman, Chief
Director Omaha, NE 68154 Executive
Officer, MFS
Communications
Company, Inc.
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 Chairman,
Director Suite 1500 RJR Nabisco
Omaha, NE 68102 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, Kiewit
Director Omaha, NE 68131 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
Robert L. Giles, Jr. 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
</TABLE>
