SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
CTC COMMUNICATIONS CORP.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
126418102
(CUSIP Number)
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
(Continued on following page(s))
Page 1 of 5 Pages
<PAGE>
CUSIP No. 126418102
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Van Wagoner Capital Management, Inc. - 94-3235240
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF
-0-
SHARES
6 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
545,350
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER
WITH -0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
545,350
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [_]
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.68%*
12 TYPE OF REPORTING PERSON
IA
* Based upon an aggregate of 9,601,155 shares outstanding at November 6,
1996.
<PAGE>
CUSIP No. 126418102
Item 1(a). Name of Issuer:
CTC Communications Corp.
Item 1(b). Address of Issuer's Principal Executive Offices:
360 Second Avenue
Waltham, Massachusetts 02154
Item 2(a). Name of Person Filing:
The filer of this Schedule 13G is Van Wagoner Capital Management, Inc., an
investment adviser registered under Section 203 of the Investment Advisers
Act of 1940.
Item 2(b). Address of Principal Business Office or, if none,
Residence:
One Bush Street, Suite 1150
San Francisco, California 94104
Item 2(c). Citizenship:
Van Wagoner Capital Management, Inc. is a Delaware corporation.
Item 2(d). Title of Class or Securities:
Common Stock
Item 2(e). CUSIP Number:
126418102
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
[ ] Broker or Dealer registered under Section 15 of the Act
[ ] Bank as defined in Section 3(a)(6) of the Act
[ ] Insurance Company as defined in Section 3(a)(19) of the Act
[ ] Investment Company registered under Section 8 of the Investment
Company Act
[X] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
[ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund
[ ] Parent Holding Company
[ ] Group
[ ] N/A
Item 4. Ownership.
(a) Amount Beneficially Owned: 545,350
(b) Percent of Class: 5.68%
(c) Number of shares as to which such group has:
(i) sole power to vote or to direct the vote: -0-
(ii) shared power to vote or to direct the vote: -0-
(iii) sole power to dispose or to direct the
disposition of: 545,350
(iv) shared power to dispose or to direct the disposition
of: -0-
Item 5. Ownership of Five Percent or Less of a Class.
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
All securities reported on this Schedule are owned by investment
advisory clients of Van Wagoner Capital Management, Inc. To its
knowledge, no such client owns in excess of 5.0% of the shares
of Common Stock.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
February 12, 1997
VAN WAGONER CAPITAL MANAGEMENT, INC.
By: /S/ GARRETT R. VAN WAGONER
Garrett R. Van Wagoner, President
