==============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
CABLE MICHIGAN, INC.
(Name of Issuer)
COMMON STOCK
$1.00 PAR VALUE
(Title of Class of Securities)
-----------------
12685T103
(Cusip Number)
LEVEL 3 TELECOM HOLDINGS INC.
(Name of Persons Filing Statement)
Matthew J. Johnson, Esq.
c/o LEVEL 3 COMMUNICATIONS, 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)
November 6, 1998
(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: [ ]
==============================================================================
SCHEDULE 13D
CUSIP No. 12685T103 Page 2 of 4 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Level 3 Telecom Holdings Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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
None
8 SHARED VOTING POWER
NUMBER OF SHARES None
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
*SEE INSTRUCTIONS BEFORE FILLING OUT!
The following information amends the Schedule 13D dated October
10, 1997, as previously amended (as 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 by the following information:
On November 6, 1998, Merger Sub was merged with and into the
Company pursuant to the Merger Agreement. As a result of the Merger, the
Company became a wholly owned subsidiary of Buyer and each share of Common
Stock outstanding immediately prior to the Effective Time of the Merger (other
than shares held by the Company as treasury stock or owned by Buyer or any of
Buyer's subsidiaries immediately prior to the Effective Time of the Merger),
including each share of Common Stock owned by the Level 3 Companies and the
persons named on Schedule A or B, was converted into the right to receive
$40.50 in cash per share.
Item 5. Interest in Securities of the Company.
The response set forth in Item 5 of the Schedule 13D is hereby
amended and restated as follows:
(a) and (b) None of the Level 3 Companies and none of the
persons named on Schedule A or B own any shares of Common Stock.
(c) Except as set forth in Item 4, no transactions in the
Common Stock were effected during the past 60 days or since the most recent
filing on Schedule 13D by the Level 3 Companies or, to the best knowledge of
the Level 3 Companies, by any of the persons named on Schedule A or B.
(d) Not applicable.
(e) On November 6, 1998 LTTH ceased to be the beneficial owner
of more than five percent of the outstanding shares of Common Stock.
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: November 10, 1998
LEVEL 3 TELECOM HOLDINGS INC.
By: /s/ Matthew J. Johnson
--------------------------------
Name: Matthew J. Johnson
Title: Vice President
and Secretary
