<PAGE>
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, 1997
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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, 1998, 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,
1998, of $9.75 per share) was approximately $17,772,463.
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
The following table sets forth the beneficial ownership of the
Company's Common Stock, as of April 1, 1998, by each director, the named
executive officers and by all persons, as a group, who are currently directors
and executive officers of the Company. Each director or executive officer has
sole investment and voting power over the shares listed opposite his name except
as set forth in the footnotes hereto:
<TABLE>
<CAPTION>
Number of Shares Percent
Name of Beneficial Owner Beneficially Owned of Class
------------------------- ------------------- --------
<S> <C> <C>
John J. Gdovin -- --
Bruce C. Godfrey -- --
Mark Haverkate -- --
Clifford L. Jones 300 *
Michael J. Mahoney -- --
David C. McCourt --(1) --
Raymond B. Ostroski 4,000 *
Harold J. Rose, Jr -- --
George C. Stephenson 5,000 *
Timothy J. Stoklosa -- --
All Directors and Current Executive
Officers as a Group (15 persons) 9,300 *
</TABLE>
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* Less than 1%.
(1) Excludes 50,000 shares which are owned by Mr. McCourt's wife. Mr. McCourt
disclaims beneficial ownership with respect to said shares.
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Item 12. Security Ownership of Certain Beneficial Owners and Management,
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Continued
Cable Michigan
Set forth below is certain information regarding the beneficial
ownership of the Common Stock of Cable Michigan as of April 1, 1998, by each
director, the named executive officers and by all persons, as a group, who are
currently directors and executive officers of the Company. Each director or
executive officer has sole investment and voting power over the shares listed
opposite his name except as set forth in the footnotes hereto:
Directors and Named Number of Shares Percent of
Executive Officers Beneficially Owned (1) Outstanding Shares
------------------ ---------------------- ------------------
John J. Gdovin (2) 1,743 *
Bruce C. Godfrey (2) 4,741 *
Mark Haverkate (2) 4,596 *
Clifford L. Jones -- *
Michael J. Mahoney (2) 4,878 *
David C. McCourt (2)(3) 12,382 *
Raymond B. Ostroski 18,419 *
Harold J. Rose, Jr. -- *
George C. Stephenson -- *
Timothy J. Stoklosa 1,014 *
All Directors and Executive
Officers as a Group (15 persons) 47,773 *
* Less than 1%.
(1) Includes forfeitable Matching Shares (as defined below), and Share Units (as
defined below).
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Item 12. Security Ownership of Certain Beneficial Owners and Management,
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Continued
(2) Under the Cable Michigan Executive Stock Purchase Plan ("ESPP"),
participating executive officers who forgo current compensation are
credited with Cable Michigan "Share Units", the value of which is
based on the value of a share of Cable Michigan Common Stock. ESPP
participants who elect to receive Share Units in lieu of current
compensation are also credited with restricted "Matching Shares,"
which vest over a period of 3 years from the grant date, subject to
continued employment. Matching Shares, unless forfeited, have voting
and dividend rights. (In connection with the Restructuring, Share
Units and Matching Shares will be adjusted in an equitable manner.)
The holdings indicated include Share Units and Matching Shares. The
table below shows, in respect of each named executive officer, the
number of shares of Cable Michigan Common Stock purchased outright,
Share Units relating to Cable Michigan Common Stock acquired by each
named executive officer in lieu of current compensation, and the
forfeitable Matching Shares of Cable Michigan Common Stock held by
each named executive officer:
<TABLE>
<CAPTION>
Share Units Total Shares
Acquired Under Purchased and
Shares the ESPP In Total Shares Restricted Acquired and
Purchased Lieu of Current Purchased Matching Restricted
Outright Compensation And Acquired Shares Matching Shares
--------- --------------- ------------ ---------- ---------------
<S> <C> <C> <C> <C> <C>
John J. Gdovin 677 533 1,210 533 1,743
Bruce C. Godfrey 1,251 1,745 2,996 1,745 4,741
Mark Haverkate 2,392 1,102 3,494 1,102 4,596
David C. McCourt 2,894 4,744 7,638 4,744 12,382
</TABLE>
(3) Includes 56 shares of Cable Michigan Common Stock which are owned by
Mr. McCourt's wife. Mr. McCourt disclaims beneficial ownership of such
shares. Does not include 3,330,121 shares of Cable Michigan Common
Stock held by LTH. David C. McCourt owns 10% of the Common Stock of
LTH. The remaining 90% of Common Stock of LTH is owned by Level 3.
Security Ownership of Certain Beneficial Owners
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So far as is known to the Company, as of April 1, 1998 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, 13G or Form 4 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.
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Item 12. Security Ownership of Certain Beneficial Owners and Management,
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Continued
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership (1) of Class
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Cable Michigan, Inc. (2) 2,964,250 61.92%
105 Carnegie Center
Princeton, New Jersey 08540
Lappin Capital Management, L.P. (3) 600,951 12.55%
767 Third Avenue, 16th Floor
New York, New York 10017
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(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) Based on information set forth in Cable Michigan's Schedule 13D filed on
September 30, 1997.
(3) Based on information obtained from Form 4 for the Common Stock of the
Company filed through December 3, 1997, with the SEC 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: May 6, 1998 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.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ David C. McCourt Chairman May 6, 1998
- -------------------------- Chief Executive Officer
David C. McCourt
/s/ Mark Haverkate President May 6, 1998
- -------------------------- Chief Operating Officer
Mark Haverkate
Executive Vice President,
/s/ Timothy J. Stoklosa Chief Financial Officer and May 6, 1998
- -------------------------- Treasurer
Timothy J. Stoklosa (Principal Financial Officer)
</TABLE>
