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FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For fiscal year ended December 31, 1995
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( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
Commission File No. 0-17750
MERCOM, INC.
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(Exact name of registrant as specified in its charter)
Delaware 38-2728175
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
105 Carnegie Center, Princeton, NJ 08540-6215
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(Address of principle executive offices) (Zip Code)
Registrant's telephone number including area code: 609-734-3737
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $1.00 per share
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(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K (X).
As of February 28, 1996, 4,787,060 shares of Common Stock were outstanding. The
aggregate market value of the shares held by non-affiliates of the registrant
(based upon the average of the bid and asked prices of these shares quoted by
the National Quotation Bureau, Inc. and the OTC Bulletin Board on February 28,
1996, of $6 3/4 per share) was approximately $12,303,968.
Documents Incorporated by Reference - None
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PART III
Item 12. Security Ownership of Certain Beneficial Owners and Management
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Security Ownership of Management
As of March 1, 1996, C-TEC Properties, Inc., a wholly-owned subsidiary of
C-TEC ("C-TEC Properties"), owned 2,964,250 shares of Common Stock of the
Company representing approximately 61.92% of the outstanding Common Stock.
David C. McCourt, Michael J. Mahoney, Bruce C. Godfrey, Raymond B. Ostroski and
Mark Haverkate are the principal Executive Officers of C-TEC Properties. In
addition to the outstanding Common Stock owned by C-TEC Properties, the
Directors and Executive Officers as a group beneficially owned approximately
60,000 shares of Common Stock of the Company, representing less than two
percent of the outstanding Common Stock.
Security Ownership of Certain Beneficial Owners
So far as is known to the Company, as of March 1, 1996, no persons, except
those listed below, owned beneficially more than five percent (5%) of the
outstanding Common Stock. With respect to the named persons, the following
information is based on Schedules 13D or 13G filed with the Securities and
Exchange Commission ("SEC"), copies of which were supplied to the Company by
said persons. The table below discloses the name and address of such beneficial
owners, the total number of shares beneficially owned by each and their
percentage of ownership in relation to the total shares outstanding and entitled
to vote as of March 1, 1996.
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership (1) of Class
- ------------------- ------------------------ --------
<S> <C> <C>
C-TEC Corporation (2) 2,964,250 61.92%
105 Carnegie Center
Princeton, New Jersey 08540
Lappin Capital Management, L.P. (3) 463,019 9.67%
767 Third Avenue 16th Floor
New York, New York 10017
</TABLE>
(1) The number of shares stated in this column includes shares owned directly
or indirectly, through any contract, arrangement, understanding, relationship,
or which the indicated beneficial owner otherwise has the power to vote, or
direct the voting of, and/or has investment power.
(2) As set forth in Amendment No. 19 to C-TEC's Schedule 13D dated August 21,
1995, such shares are owned by C-TEC Properties, Inc.
(3) Based on information obtained from Schedule 13D for the Common Stock of the
Company filed through December 15, 1995, with the Securities and Exchange
Commission by Lappin Capital Management, L.P. and LBL Group, L.P.
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SIGNATURES
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Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
MERCOM, INC.
Date: June 27, 1996 By /s/ David C. McCourt
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David C. McCourt, Chairman
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
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/s/ David C. McCourt Chairman June 27, 1996
---------------------- Chief Executive Officer
David C. McCourt
/s/ Michael J. Mahoney President June 27, 1996
---------------------- Chief Operating Officer
Michael J. Mahoney
/s/ Bruce C. Godfrey Executive Vice President June 27, 1996
---------------------- and Chief Financial
Bruce C. Godfrey Officer (Principal
Financial Officer)
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DIRECTORS:
/s/ David C. McCourt
- -------------------------- April 1, 1996
David C. McCourt
/s/ Michael J. Mahoney
- -------------------------- April 1, 1996
Michael J. Mahoney
/s/ Bruce C. Godfrey
- -------------------------- April 1, 1996
Bruce C. Godfrey
/s/ Clifford L. Jones
- -------------------------- April 1, 1996
Clifford L. Jones
/s/ Harold J. Rose, Jr.
- -------------------------- April 1, 1996
Harold J. Rose, Jr.
/s/ George C. Stephenson
- -------------------------- April 1, 1996
George C. Stephenson
/s/ Raymond B. Ostroski
- -------------------------- April 1, 1996
Raymond B. Ostroski
