-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hp7Q8UBtu81uX5bRIV1o5vhXLz/yE7VoewQ+cN8//GM2QMyY9Yap4rIg9p8fV2gB H54C9SeOcrie/z6otD6g4A== 0000927016-02-003363.txt : 20020625 0000927016-02-003363.hdr.sgml : 20020625 20020624193541 ACCESSION NUMBER: 0000927016-02-003363 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020625 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RCN CORP /DE/ CENTRAL INDEX KEY: 0001041858 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 223498533 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-51715 FILM NUMBER: 02685888 BUSINESS ADDRESS: STREET 1: 105 CARNEGIE CENTER CITY: PRINCETON STATE: NJ ZIP: 08540-6215 BUSINESS PHONE: 6097343700 MAIL ADDRESS: STREET 1: 105 CARNEGIE CENTER STREET 2: C/O RCN CORP CITY: PRINCETON STATE: NJ ZIP: 08540-6215 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NSTAR/MA CENTRAL INDEX KEY: 0001035675 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 046830187 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 800 BOYLSTON ST CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 6174242000 MAIL ADDRESS: STREET 1: 800 BOYLSTON STREET CITY: BOSTON STATE: MA ZIP: 02199 FORMER COMPANY: FORMER CONFORMED NAME: B E C ENERGY DATE OF NAME CHANGE: 19980421 FORMER COMPANY: FORMER CONFORMED NAME: BOSTON EDISON HOLDINGS DATE OF NAME CHANGE: 19970313 SC 13D 1 dsc13d.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* (Amendment No. ) RCN Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 749361101 (CUSIP Number) COPY TO: David A. Fine, Esq. Richard Morrison Esq. Ropes & Gray NSTAR One International Place 800 Boylston Street Boston, Massachusetts 02110 Boston, Massachusetts 02199 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) June 19, 2002 (Dates of Events which Require 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 schedule because of Rule 13d-1(b)(3) or (4), check the following box [_] Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. 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). - ------------------------ ---------------------- CUSIP No. 749361101 SCHEDULE 13D Page 2 of 10 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS NSTAR, IRS Identification No. 04-3466300 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] N/A (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) N/A - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES 0 shares ------------------------------------------------------------ BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 11,597,193 shares ------------------------------------------------------------ EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 shares ------------------------------------------------------------ PERSON 10. SHARED DISPOSITIVE POWER WITH 11,597,193 shares - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,597,193 shares - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES N/A - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.6%/(1)/ - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- /(1)/ This percentage is calculated based upon 109,517,616 shares of RCN common stock outstanding, which is the sum of (a) 102,017,616 shares of RCN common stock outstanding as of March 31, 2002, as reported by RCN in its most recent filing with the Securities Exchange Commission, and (b) Page 2 of 10 Pages 7,500,000 shares of common stock issued pursuant to the Exchange Agreement, as described in Item 4 of this Statement on Schedule 13D. Page 3 of 10 Pages - ------------------------ ---------------------- CUSIP No. 749361101 SCHEDULE 13D Page 4 of 10 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS NSTAR Communications Securities Corporation - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] N/A (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) N/A - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES 0 shares ------------------------------------------------------------ BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 11,597,193 shares ------------------------------------------------------------ EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 shares ------------------------------------------------------------ PERSON 10. SHARED DISPOSITIVE POWER WITH 11,597,193 shares - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,597,193 shares - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES N/A - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.6%/(2)/ - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- /(2)/ See Note 1, above. Page 4 of 10 Pages - ------------------------ ---------------------- CUSIP No. 749361101 SCHEDULE 13D Page 5 of 10 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Thomas J. May - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] N/A (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS PF, OO - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) N/A - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES 30,969 shares ------------------------------------------------------------ BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 11,597,193 shares ------------------------------------------------------------ EACH 9. SOLE DISPOSITIVE POWER REPORTING 30,969 shares ------------------------------------------------------------ PERSON 10. SHARED DISPOSITIVE POWER WITH 11,597,193 shares - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,628,162 shares - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES N/A - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.6%/(3)/ - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- /(3)/ See Note 1, above. Page 5 of 10 Pages Item 1. Security Issuer. The class of equity securities to which this Statement on Schedule 13D (the "Statement") relates is the Common Stock, par value $1.00 per share (the "Common Stock" or "RCN Common Stock") of RCN Corporation, a Delaware corporation (the "Issuer" or "RCN"). The principal executive offices of the Issuer are located at 105 Carnegie Center, Princeton, New Jersey 08540. Item 2. Identity and Background. (a) This Statement is filed by NSTAR, a Massachusetts business trust ("NSTAR"), NSTAR Communications Securities Corporation, a Massachusetts securities corporation ("NSTAR Securities"), and Mr. Thomas J. May ("Mr. May," with NSTAR, NSTAR Securities and Mr. May referred to together as the "Reporting Persons"). (b) The address of the principal place of business of NSTAR is 800 Boylston Street, Boston, Massachusetts 02199. The address of the principal place of business of NSTAR Securities is c/o NSTAR, 800 Boylston Street, Boston, Massachusetts 02199. Mr. May's business address is c/o NSTAR, 800 Boylston Street, Boston, Massachusetts 02199. (c) NSTAR's principal business is wholesale and retail energy delivery, serving gas and electric customers. NSTAR Securities' is a securities holding company and does not engage in business activities. Mr. May is the Chairman of the Board, President and Chief Executive Officer of NSTAR. Mr. May also serves on the Board of Directors of RCN. (d) During the last five years, none of Reporting Persons and none of the Listed Persons (to the knowledge of the undersigned Reporting Persons) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons and none of the Listed Persons (to the knowledge of the undersigned Reporting Persons) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in his being 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. (f) Mr. May is a citizen of the United States. In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the trustees, directors, executive officers and controlling persons of NSTAR and NSTAR Securities required by Item 2 of Schedule 13D is listed on Schedule 1 hereto (the "Listed Persons") and is incorporated by reference herein. Item 3. Source and Amount of Funds or Other Consideration. On June 17, 1997, BecoCom, Inc., now by name change NSTAR Communications, Inc. ("NSTAR Communications"), a wholly-owned subsidiary of NSTAR, and C-TEC Corporation, the former corporate parent of RCN, entered into an Exchange Agreement (the "Exchange Agreement"). Pursuant to the Exchange Agreement, NSTAR Communications has the right, from time to time in accordance with the terms of the Exchange Agreement, to exchange all or a portion of NSTAR Page 6 of 10 Pages Communications' membership interest in RCN-BecoCom, LLC, a joint venture between NSTAR Communications and RCN Telecom Services, Inc., a wholly-owned subsidiary of RCN, for shares of Common Stock of RCN. NSTAR Communications has made three exchanges of interests in RCN-BecoCom, LLC ("RCN-BecoCom") under the Exchange Agreement: (a) an exchange of an interest in the Joint Venture (valued at $11,359,162) for 1,107,539 shares of Common Stock on or around February 23, 1999; (b) an exchange of an interest in the Joint Venture (valued at $90,491,535) for 2,989,654 shares of Common Stock on or around March 2, 2000; and (c) an exchange of an interest in the Joint Venture (valued at $152,145,000) for 7,500,000 shares of Common Stock on June 19, 2002. NSTAR Securities, a wholly-owned subsidiary of NSTAR Communications, directly holds the 11,597,193 shares of Common Stock acquired pursuant to the Exchange Agreement. Of the 30,969 shares of Common Stock and options to purchase Common Stock over which Mr. May has sole power to vote and power of disposition, Mr. May acquired 10,969 shares of Common Stock as compensation from RCN for serving as a Non-Employee Director on RCN's Board of Directors and the Audit Committee of the Board of Directors. Mr. May also holds 4,000 shares of Common Stock that he purchased with his personal funds in the open market. Mr. May holds 16,000 options to purchase shares of Common Stock that were granted to him pursuant to the 1997 Stock Plan for Non-Employee Directors and which are vested or will vest within 60 days after the date this Statement is filed. Item 4. Purpose of Transaction. Mr. May acquired 4,000 shares of Common Stock for investment purposes, and acquired 26,969 shares of Common Stock in consideration for his service on the Board of Directors of RCN. The remaining 11, 597,193 shares of Common Stock were acquired by the Reporting Persons for investment purposes. RCN has filed a shelf registration statement on Form S-3 for the resale of 11, 597,193 shares of Common Stock by NSTAR. Although NSTAR has no present plans to dispose of all or a substantial majority of shares, it may sell all or some of the shares from time to time pursuant to the registration statement. Other than as described in the preceding sentences, none of the Reporting Persons and none of the Listed Persons (to the knowledge of the Reporting Persons) has present plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Each of the Reporting Persons also reserves the right to purchase or otherwise acquire additional Common Stock or to sell or otherwise dispose of Common Stock owned by it, in each case in open market or privately negotiated transactions or otherwise. Item 5. Interest in Securities of the Issuer. (a) NSTAR beneficially owns 11,597,193 shares of Common Stock (approximately 10.6% of the shares of the Common Stock). NSTAR Securities beneficially owns 11,597,193 shares of Common Stock (approximately 10.6% of the shares of the Common Stock). Mr. May beneficially owns 11,628,162 shares of Common Stock (approximately 10.6% of the shares of the Common Stock). The foregoing percentages are calculated based upon 109,621,992 shares of Common Stock outstanding, which is the sum of (a) 102,121,992 shares of Common Stock outstanding as of March 20, 2002, as reported by RCN in its most recent filing with the Securities and Exchange Commission, and (b) 7,500,000 shares of Common Stock issued pursuant to the Exchange Agreement, as described in Item 4 of this Statement. Page 7 of 10 Pages (b) NSTAR has shared power to vote and shared power to dispose of 11,597,193 shares of Common Stock. NSTAR Securities has shared power to vote and shared power to dispose of 11,597,193 shares of Common Stock. Mr. May has shared power to vote and shared power to dispose of 11,597,193 shares of Common Stock, and sole power to vote and sole power to dispose of 30,969 shares of Common Stock. (c) On June 19, 2002, NSTAR exchanged an equity interest in the Joint Venture valued at $152,145,00 for 7,500,000 shares of Common Stock, resulting in an implied value of approximately $20.29 per share of Common Stock. The transaction was effected in The Commonwealth of Massachusetts in accordance with the terms of the Exchange Agreement described in Item 4 above. (d) As the parent corporation of NSTAR Securities, NSTAR Communications has (subject to the control of NSTAR, its ultimate parent entity) the right to receive and power to direct the receipt of dividends from, or the proceeds from the sale of, 11,597,193 shares of Common Stock. This item is not applicable with respect to the 30,969 shares of Common Stock over which Mr. May has the sole power to vote and sole power of disposition. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. In connection with the exchange of interests in the Joint Venture for 7,500,000 shares of Common Stock effected on June 19, 2002, NSTAR entered into a letter agreement with RCN, dated June 19, 2002, which provides that, for a period of one year from the date of the agreement, none of NSTAR or any person controlled by NSTAR (excluding Mr. May in his capacity as a director of RCN) (the "NSTAR Parties") will, without the prior written consent of RCN: (a) acquire securities of RCN or its subsidiaries if, as a result, the NSTAR Parties would beneficially own securities of RCN entitled to more than 10.75% of the aggregate number of votes which may be cast by holders securities of RCN; (b) grant any proxies with respect to voting securities of RCN or deposit any voting securities in a voting trust or similar arrangement; (c) make or participate in any solicitation of proxies to vote, or seeking to influence the voting of, securities of RCN; (d) participate in any acquisition transaction, business combination or similar extraordinary transaction involving RCN or any of its subsidiaries, securities or assets; (e) participate in a "group" as defined in Section 13(d)(3) of the Exchange Act in connection with any of the foregoing; (f) take any action which might force RCN or any of its subsidiaries to make a public announcement with respect to any of the foregoing, (g) seek to influence the management of RCN, or (h) request amendment or waiver of any provision of the letter agreement. In accordance with the terms of the Exchange Agreement between NSTAR Communications and RCN, NSTAR Communications has the right: (i) to convert portions of NSTAR Communications' ownership interest in RCN-BecoCom into shares of RCN Common Stock from time to time; (ii) to require RCN to purchase any portion of NSTAR Communications' interest in RCN-BecoCom that it is unable to exchange for RCN Common Stock; (iii) to require RCN to register RCN Common Stock issued to NSTAR Communications; and (iv) if RCN proposes to register securities other than those owned by NSTAR Communications, to register RCN Common Stock issued to NSTAR Communications along with such other securities. However, RCN and NSTAR Communications have agreed to amend the Exchange Agreement to eliminate the rights described in items (i) and (ii) of the preceding sentence. The terms of the Exchange Agreement also require RCN to offer to NSTAR Communications a preemptive right to purchase a pro rata share of certain securities of RCN prior to their issuance. Page 8 of 10 Pages Other than as described in the preceding paragraphs, the Reporting Persons and the Listed Persons (to the knowledge of the Reporting Persons) presently have no other contracts, arrangements, understandings or relationships with any other person with respect to any securities of the Issuer, including but not limited to the transfer or voting of any shares of Common Stock, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. Exhibit A Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Exchange Act. Exhibit B Letter Agreement between NSTAR and RCN dated June 19, 2002. Page 9 of 10 Pages SIGNATURES 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. NSTAR Dated: June 25, 2002 By: /s/ Douglas S. Horan ---------------------------------- Douglas S. Horan Senior Vice President/Strategy, Law & Policy, Clerk and General Counsel NSTAR COMMUNICATIONS SECURITIES CORPORATION Dated: June 25, 2002 By: /s/ Douglas S. Horan ---------------------------------- Douglas S. Horan Senior Vice President/Strategy, Law & Policy, Clerk and General Counsel Dated: June 25, 2002 By: /s/ Thomas J. May ---------------------------------- Thomas J. May Page 10 of 10 Pages SCHEDULE 1 NSTAR Trustees Thomas J. May NSTAR 800 Boylston Street Boston, Massachusetts 02199 Principal Occupation: Chairman of the Board, President, Chief Executive Officer of NSTAR Citizenship: U.S.A. Gary L. Countryman Liberty Mutual Group 175 Berkeley Street Boston, MA 02117 Principal Occupation: Chairman Emeritus and a Director, Liberty Mutual Holding Company Inc. (Financial services) Citizenship: U.S.A. Daniel Dennis Daniel Dennis & Co. LLP 116 Huntington Avenue Boston, MA 02116 Principal Occupation: Certified Public Accountant Citizenship: U.S.A. Thomas G. Dignan, Jr. 8 Saddle Ridge Road Sudbury, MA 01776 Principal Occupation: Of Counsel, Ropes & Gray (Law firm) Citizenship: U.S.A. Charles K. Gifford FleetBoston Financial 100 Federal Street - 26/th/ Fl Boston, MA 02110 Principal Occupation: President, Chief Executive Officer and a Director, FleetBoston Financial (Bank holding company) Citizenship: U.S.A. Matina S. Horner Teachers Insurance and Annuity Association College Retirement Equities Fund 730 Third Avenue New York, NY 10017Principal Occupation: Executive Vice President, Teachers Insurance and Annuity Association/College Retirement Equities Fund (Financial services Citizenship: U.S.A. Franklin M. Hundley Rich, May, PC 176 Federal Street - 6/th/ Fl. Boston, MA 02110-2223 Principal Occupation: Of Counsel, Rich, May, P.C. (Law firm) Citizenship: U.S.A. Paul A. La Camera WCVB-TV 5 TV Place Needham, MA 02494 Principal Occupation: President and General Manager, WCVB-TV Channel 5 Boston (Broadcasting) Citizenship: U.S.A. Sherry H. Penney College of Management UMass Boston McCormack Bldg., Room 432 100 Morrissey Boulevard Boston, MA 02125-3393 Principal Occupation: Sherry H. Penney Professor of Leadership, College of Management, University of Massachusetts at Boston Citizenship: U.S.A. Gerald L. Wilson Massachusetts Institute of Technology 77 Massachusetts Avenue, Room 4-405 Cambridge, MA 02139 Principal Occupation: Vannevar Bush Professor of Engineering, Massachusetts Institute of Technology Citizenship: U.S.A. Executive Officers Thomas J. May c/o NSTAR 800 Boylston Street Boston, Massachusetts 02199 Principal Occupation: Chairman of the Board, President, Chief Executive Officer Citizenship: U.S.A. Douglas S. Horan c/o NSTAR 800 Boylston Street Boston, Massachusetts 02199 Principal Occupation: Senior Vice President/Strategy, Law & Policy, Clerk and General Counsel Citizenship: U.S.A. James J. Judge c/o NSTAR 800 Boylston Street Boston, Massachusetts 02199 Principal Occupation: Senior Vice President, Treasurer and Chief Financial Officer Citizenship: U.S.A. Eugene J. Zimon c/o NSTAR 800 Boylston Street Boston, Massachusetts 02199 Principal Occupation: Senior Vice President/Information Technology Citizenship: U.S.A. Werner J. Schweiger c/o NSTAR 800 Boylston Street Boston, Massachusetts 02199 Principal Occupation: Senior Vice President/Operations Citizenship: U.S.A. Joseph R. Nolan, Jr. c/o NSTAR 800 Boylston Street Boston, Massachusetts 02199 Principal Occupation: Senior Vice President - Corporate Relations Citizenship: U.S.A. Robert J. Weafer, Jr. c/o NSTAR 800 Boylston Street Boston, Massachusetts 02199 Principal Occupation: Vice President, Controller and Chief Accounting Officer Citizenship: U.S.A. Controlling Persons N/A Executive Officers and Directors of Ultimate Control Person N/A NSTAR Communications Securities Corporation Directors Thomas J. May c/o NSTAR 800 Boylston Street Boston, Massachusetts 02199 Principal Occupation: Chairman of the Board, President and Chief Executive Officer of NSTAR Citizenship: U.S.A. Douglas S. Horan c/o NSTAR 800 Boylston Street Boston, Massachusetts 02199 Principal Occupation: Senior Vice President/Strategy, Law & Policy, Clerk and General Counsel of NSTAR Citizenship: U.S.A. James J. Judge c/o NSTAR 800 Boylston Street Boston, Massachusetts 02199 Principal Occupation: Senior Vice President, Treasurer and Chief Financial Officer of NSTAR Citizenship: U.S.A. Executive Officers Thomas J. May, Chairman of the Board, President and Chief Executive Officer c/o NSTAR 800 Boylston Street Boston, Massachusetts 02199 Principal Occupation: Chairman of the Board, President and Chief Executive Officer of NSTAR Citizenship: U.S.A. James J. Judge, Senior Vice President, Treasurer and Chief Financial Officer c/o NSTAR 800 Boylston Street Boston, Massachusetts 02199 Principal Occupation: Senior Vice President, Treasurer and Chief Financial Officer of NSTAR Citizenship: U.S.A. Douglas S. Horan, Senior Vice President/Strategy, Law & Policy, Clerk and General Counsel c/o NSTAR 800 Boylston Street Boston, Massachusetts 02199 Principal Occupation: Senior Vice President/Strategy, Law & Policy, Clerk and General Counsel of NSTAR Citizenship: U.S.A. Robert J. Weafer, Jr., Vice President, Controller and Chief Accounting Officer c/o NSTAR 800 Boylston Street Boston, Massachusetts 02199 Principal Occupation: Vice President, Controller and Chief Accounting Officer of NSTAR Citizenship: U.S.A. Controlling Persons NSTAR Communications Securities Corporation is a wholly-owned subsidiary of NSTAR Communications, Inc. Executive Officers and Directors of Ultimate Control Person NSTAR is the ultimate parent entity of NSTAR Communications Securities Corporation. The directors and executive officers of NSTAR are listed above. EX-99.A 3 dex99a.txt JOINT FILING AGREEMENT EXHIBIT A JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. NSTAR Dated: June 25, 2002 By:/s/ Douglas S. Horan ------------------------------------ Douglas S. Horan Senior Vice President/Strategy, Law & Policy, Clerk and General Counsel NSTAR COMMUNICATIONS SECURITIES CORPORATION Dated: June 25, 2002 By:/s/ Douglas S. Horan ------------------------------------ Douglas S. Horan Senior Vice President/Strategy, Law & Policy, Clerk and General Counsel Dated: June 25, 2002 By:/s/ Thomas J. May ------------------------------------ Thomas J. May EX-99.B 4 dex99b.txt LETTER AGREEMENT Exhibit B RCN Corporation 105 Carnegie Center Princeton, NJ 08540-6215 June 19, 2002 NSTAR 800 Boylston Street Boston, MA 02100 RE: RCN-BecoCom, LLC - Third Exchange -Standstill Agreement Ladies and Gentlemen: In connection with the exchange of the investment of $152,145,000.00 in RCN-BecoCom, LLC by your subsidiary, NSTAR Communications, Inc. ("NSTARCOM"), for 7.5 million shares of common stock of RCN Corporation (the "Corporation"), pursuant to the terms of the Exchange Agreement dated as of June 17, 1997 ("Exchange Agreement") by and among C-TEC Corporation, as predecessor in interest to the Corporation, and NSTARCOM, you have agreed to limit further acquisitions of the Corporation's securities, or any interest therein, upon the terms and conditions hereinafter set forth. Neither you nor any of your Controlled Affiliates will, without the prior written consent of the Corporation or its Board of Directors, for a period of one year from the date of this letter agreement: (a) acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any securities or direct or indirect rights to acquire any securities (together, "Securities") of the Corporation or any person that is a subsidiary thereof as of the date hereof or hereafter (a "Subsidiary"), , or any assets of the Corporation or any Subsidiary or division thereof if, as a result thereof, you and your Controlled Affiliates will beneficially own Securities of the Corporation, or securities convertible or exchangeable into such securities, that in the aggregate are entitled to more than 10.75% of the aggregate number of votes which may be cast by holders of Securities of the Corporation in the election of its directors (the "Total Voting Power"), provided, however, that the prior written consent of the Corporation or its Board of Directors shall not be required for the for the acquisition of any Securities directly from the Corporation or resulting from any stock split, stock dividend or similar recapitalization of the Corporation, or pursuant to any rights plan adopted by the Corporation; (b) grant any "proxies" (as defined in the Exchange Act) with respect to any voting securities of the Corporation, or securities convertible or exchangeable into such securities (except as recommended by the Board of Directors of the Corporation) or deposit any such securities in a voting trust or enter into any other arrangement or agreement with respect to the voting thereof; (c) make, or in any way participate in, directly or indirectly, any "solicitation" of "proxies" to vote (as such terms are used in the rules of the Securities and Exchange Commission), or seek to advise or influence any person or entity with respect to the voting of any voting securities of the Corporation; (d) offer, propose, seek to enter into, make any public announcement with respect to, or otherwise participate in (with or without conditions), any acquisition transaction, business combination or other similar extraordinary transaction involving the Corporation or any Subsidiary or any of its or their securities or assets; (e) form, join or in any way participate in a "group" as defined in Section 13(d)(3) of the Exchange Act, as amended, in connection with any of the foregoing; (f) take any action which might force the Corporation or any Subsidiary to make a public announcement with respect to any of the foregoing; (g) seek or propose, alone or in concert with others, to influence or control the management or policies of the Corporation; or (h) request the Corporation or any of its representatives, directly or indirectly, to amend or waive any provision of this agreement. Terms used herein not otherwise defined shall have the same meaning as set forth in the Exchange Agreement. The term "Controlled Affiliate" shall mean any Person controlled by NSTAR. Nothing herein shall be deemed to restrict Thomas J. May in his capacity as a director of the Corporation. Nothing herein shall be deemed to restrict or prevent the sale by NSTAR of Securities of the Corporation, including in response to an offer to purchase or exchange for cash or other consideration of securities of the Corporation or pursuant to a merger, consolidation or other business combination involving the Corporation. The name "NSTAR" means the trustee or trustees for the time being (as trustee or trustees but not personally) under a Declaration of Trust dated April 20, 1999, as amended from time to time, which is hereby referred to, and a copy of which, as amended, has been filed with the Secretary of The Commonwealth of Massachusetts. Any obligation, agreement, or liability made, entered into, or incurred by or on behalf of NSTAR binds only its trust estate, and no shareholder, director, trustee, officer or agent thereof assumes or shall be held to any liability therefor. Kindly confirm your acceptance of these terms by having the enclosed copy of this letter executed by an authorized officer of NSTAR and returned to me. Sincerely yours, /s/ Timothy J. Stoklosa Name: Timothy J. Stoklosa Title: Executive Vice President ACKNOWLEDGED AND AGREED: NSTAR By: /s/ Douglas S. Horan June 19, 2002 Its: Senior Vice President -----END PRIVACY-ENHANCED MESSAGE-----