-----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, Ho3vWwYitfg9oBF4zrSmQ6LCRPviH3Lg6n4qO9z1ue/EsAqxSokxTeEEj5bt7ECw xFb/jl4d03IGpAl/yGS8IQ== 0000950103-97-000606.txt : 19971014 0000950103-97-000606.hdr.sgml : 19971014 ACCESSION NUMBER: 0000950103-97-000606 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971010 SROS: NASD 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: SEC FILE NUMBER: 005-51715 FILM NUMBER: 97694160 BUSINESS ADDRESS: STREET 1: 105 CARNEGIE CENTER CITY: PRINCETON STATE: NJ ZIP: 08540 MAIL ADDRESS: STREET 1: 105 CARNEGIE CENTER CITY: PRINCETON STATE: NJ ZIP: 08540 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KIEWIT TELECOM HOLDINGS INC CENTRAL INDEX KEY: 0001047354 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1000 KIEWIT PLAZA CITY: OMAHA STATE: NE ZIP: 68131 MAIL ADDRESS: STREET 1: 1000 KIEWIT PLAZA CITY: OMAHA STATE: NE ZIP: 68131 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 RCN Corporation (Name of Issuer) Common Stock $1.00 Par Value (Title of Classes of Securities) 74936101 (CUSIP Numbers) Matthew J. Johnson, Esq. c/o Peter Kiewit Sons' 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) September 30, 1997 (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: [ ]. Note: This document is being electronically filed with the Commission, using the EDGAR system. See Rule 13d-1(a) for other parties to whom copies are to be sent. SCHEDULE 13D CUSIP No. 74936101 1 NAME OF REPORTING PERSON Kiewit Telecom Holdings Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 47-0761 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 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 13,320,485 Common Stock (see Item 5) NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH -0- (see Item 5) 9 SOLE DISPOSITIVE POWER 13,320,485 Common Stock (see Item 5) 10 SHARED DISPOSITIVE POWER -0- (see Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,320,485 Common Stock (see Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.47% of Common Stock (see Item 5) 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer. The class of equity securities to which this statement relates is the Common Stock, par value $1.00 per share (the "Common Stock"), of RCN Corporation, a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 105 Carnegie Center, Princeton, New Jersey 08540-6215. Item 2. Identity and Background. This statement is filed on behalf of Kiewit Telecom Holdings Inc., a Delaware corporation ("Kiewit Telecom" or "KTH"). Kiewit Telecom is a subsidiary of Kiewit Diversified Group Inc. ("KDG"), which is a wholly owned subsidiary of Peter Kiewit Sons' Inc. ("PKS", and together with KDG and Kiewit Telecom, the "Kiewit Companies"). KDG and PKS are Delaware corporations. KDG owns 90% of the common stock and all of the preferred stock of Kiewit Telecom. David C. McCourt, Chairman and Chief Executive Officer of the Company, Commonwealth Telephone Enterprises, Inc., a Pennsylvania corporation formerly known as C-TEC Corporation ("CTE"), and Cable Michigan Inc., a Pennsylvania corporation, owns the remaining 10% of the common stock of Kiewit Telecom. Kiewit Telecom was formed to invest in telecommunications businesses that primarily serve residential customers. The address of the principal executive offices and principal business of Kiewit Telecom is 1000 Kiewit Plaza, Omaha, NE 68131. Information as to each executive officer and director of Kiewit Telecom is set forth in Schedule A attached hereto, which is incorporated herein by reference. KDG is a holding company for subsidiaries engaged in the telecommunications, energy and mining businesses. The address of the principal executive offices and principal business of KDG is 1000 Kiewit Plaza, Omaha, NE 68131. PKS is the ultimate parent of Kiewit Telecom and KDG. PKS is a holding company for subsidiaries engaged in the construction, mining, telecommunications and energy businesses. The address of the principal executive offices and principal business of PKS is 1000 Kiewit Plaza, Omaha, NE 68131. Information as to each executive officer and director of PKS is set forth in Schedule B attached hereto, which is incorporated herein by reference. During the last five years, none of the Kiewit Companies nor, to the best knowledge of the Kiewit Companies, any of the persons listed on Schedule A or B attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violation of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. The Company was formerly a wholly owned subsidiary of CTE. On September 30, 1997, CTE distributed all of the outstanding shares of Common Stock to the holders of record on September 19, 1997 of CTE's Common stock and Class B Common stock (the "Distribution"). As a result of the Distribution, Kiewit Telecom received 13,320,485 shares of Common Stock (the "Company Shares"). Item 4. Purpose of Transaction. Kiewit Telecom received the Shares as a result of the Distribution. Kiewit Telecom intends to review from time to time the Company's business affairs and financial position. Based on such evaluation and review, as well as general economic, market and industry conditions existing at the time, Kiewit Telecom may consider from time to time various alternative courses of action both with respect to the business of the Company and with respect to Kiewit Telecom's equity interest therein. Such actions may include, if determined to be in the best interests of the Company, the acquisition or disposition by the Company or its subsidiaries of businesses or assets. Such actions may also include the acquisition by Kiewit Telecom or its affiliates of additional Common Stock through open market purchases, privately negotiated transactions, a tender offer, an exchange offer, a merger or otherwise. Alternatively, such actions may involve the sale of all or a portion of Kiewit Telecom's interest in the Company in the open market, in privately negotiated transactions, through a public offering or otherwise. Except as set forth herein, none of the Kiewit Companies nor, to the best knowledge of the Kiewit Companies, any person named in Schedule A or B attached hereto has any plans or proposals which relate to or would result in (i) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (iv) any change in the present Board of Directors or management of the Company; (v) any material change in the present capitalization or dividend policy of the Company; (vi) any other material change in the Company's business or corporate structure; (vii) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (viii) causing the Common Stock to cease to be authorized to be quoted on NASDAQ; (ix) the Common Stock becoming eligible for the termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); or (x) any action similar to any of those enumerated above. Notwithstanding the foregoing, the Kiewit Companies reserve the right to effect any of such actions as they may deem necessary or appropriate in the future. Item 5. Interest in Securities of the Company. (a) and (b) Kiewit Telecom owns 13,320,485 shares of Common Stock, representing 48.47% of the outstanding Common Stock. Kiewit Telecom owns, and has the sole power to vote or to direct the vote, and to dispose or direct the disposition of, the Company Shares. Through their direct and indirect ownership of Kiewit Telecom, KDG and PKS may, for purposes of Rule 13d-3 under the Exchange Act, be deemed to beneficially own the Company Shares. David McCourt is the beneficial owner of 15,123 shares of Common Stock representing less than .1% of the shares of the outstanding Common Stock.(1) Mr. McCourt has the sole power to vote or direct the vote and to dispose or direct the disposition of these shares. Mr. McCourt disclaims beneficial ownership of 225 shares of Common Stock beneficially owned by his wife. - ------------ (1) Does not include 18,978 shares of Common Stock distributed in respect of shares of CTE Common Stock issued to Mr. McCourt as a matching contribution under the CTE Executive Stock Purchase Plan. Such shares of Common Stock are unvested and subject to forfeiture. Mr. McCourt has sole power to vote such shares. James Q. Crowe is the beneficial owner of 416 shares of Common Stock representing less than .1% of the outstanding Common Stock. Mr. Crowe has the sole power to vote or direct the vote and to dispose of or direct the disposition of such shares. Richard R. Jaros is the beneficial owner of 380 shares of Common Stock representing less than .1% of the outstanding Common Stock. Mr. Jaros has the sole power to vote or direct the vote and to dispose of or direct the disposition of such shares. Walter Scott, Jr. is the beneficial owner of 416 shares of Common Stock representing less than .1% of the outstanding Common Stock. Mr. Scott has the sole power to vote or direct the vote and to dispose of or direct the disposition of such shares. All information in this Item 5 (a) and (b) as to the number of shares outstanding, the number of votes that outstanding shares are entitled to cast or the percentage of shares held or votes entitled to be cast are based on the number of shares outstanding on October 1, 1997. Except as set forth in this Item 5(a) and (b), none of the Kiewit Companies, nor, to the best knowledge of the Kiewit Companies, any persons named in Schedule A or B hereto, owns beneficially any shares of Common Stock. (c) Except for shares of Common Stock distributed in the Distribution to the persons identified in Item 5, no transactions in the Common Stock have been effected during the past 60 days by the Kiewit Companies or, to the best knowledge of the Kiewit Companies, by any of the persons named in Schedule A or B hereto.(2) - ----------- (2) Excludes shares issued to Mr. McCourt as a matching contribution under the RCN Corporation Executive Stock Purchase Plan and excludes shares issued pursuant to the Company's 1997 Stock Plan for Non-Employee Directors. (d) Inapplicable. (e) Inapplicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. To the best knowledge of the Kiewit Companies, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 or between such persons and any other person, with respect to any securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees or profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. None. 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: October 10, 1997 KIEWIT TELECOM HOLDINGS INC. By: /s/ Matthew J. Johnson ------------------------------------- Name: Matthew J. Johnson Title: Vice President and Secretary Schedule A DIRECTORS AND EXECUTIVE OFFICERS OF KIEWIT TELECOM HOLDINGS INC. The name, business address, citizenship, title and present principal occupation or employment of each of the directors and executive officers of Kiewit Telecom Holdings Inc. are set forth below.
Name and Principal Occupation Office Held Business Address Citizenship or Employment - ------------------- ------------------- ----------- --------------------- David C. McCourt 105 Carnegie Center USA Chairman, President, Princeton, NJ 08540 Chief Executive Director Officer, CTE Steven L. George 1000 Kiewit Plaza USA Vice President, KDG Vice President Omaha, NE 68131 Matthew J. Johnson, 1000 Kiewit Plaza USA Vice President-Legal, Vice President and Omaha, NE 68131 PKS Secretary James Q. Crowe 1000 Kiewit Plaza USA President, Chief Director Omaha, NE 68131 Executive Officer, KDG Walter Scott, Jr. 1000 Kiewit Plaza USA Chairman, President, Director Omaha, NE 68131 Director, PKS R. Douglas Bradbury 1000 Kiewit Plaza USA Executive Vice Vice President and Omaha, NE 68131 President and Chief Director Financial Officer, KDG
Schedule B DIRECTORS AND EXECUTIVE OFFICERS OF PETER KIEWIT SONS' INC. The name, business address, citizenship, title and present principal occupation or employment of each of the directors and executive officers of Peter Kiewit Sons' Inc. ("PKS") are set forth below.
Principal Name and Business Occupation Office Held Address Citizenship or Employment - ----------------------------------- ------------------------ ------------- -------------------- Walter Scott, Jr. 1000 Kiewit Plaza USA President, President, Chairman, Omaha, NE 68131 Chairman, PKS Director William L. Grewcock 1000 Kiewit Plaza USA Vice Chairman, Vice Chairman, Omaha, NE 68131 PKS Director Kenneth E. Stinson 1000 Kiewit Plaza USA Chairman, Chief Executive Vice President, Omaha, NE 68131 Executive Director Officer, Kiewit Construction Group Inc. Richard R. Jaros 1000 Kiewit Plaza USA Former Director Omaha, NE 68131 President, KDG Richard Geary 215 V Street USA President, Kiewit Director Vancouver, WA 98661 Pacific Co. James Q. Crowe 1000 Kiewit Plaza USA President, Chief Executive Vice President, Omaha, NE 68131 Executive Director Officer, Director, KDG George B. Toll, Jr. 1000 Kiewit Plaza USA Executive Vice Director Omaha, NE 68131 President, Kiewit Construction Group Inc. Peter Kiewit, Jr. 2600 N. Central Ave. USA Attorney Director Phoenix, AZ 85004 Robert B. Daugherty Guarantee Centre USA Chairman, Director Suite 225 Valmont Omaha, NE 68114 Industries Inc. Charles M. Harper One Central Park Plaza USA Former Director Suite 1500 Chairman, RJR Omaha, NE 68102 Nabisco Holdings Corp. Richard W. Colf 215 V Street USA Senior Vice Director Vancouver, WA 98661 President, Kiewit Pacific Co. Bruce E. Grewcock 1000 Kiewit Plaza USA Chairman, Director Omaha, NE 68131 Kiewit Mining Group Inc. Matthew J. Johnson 1000 Kiewit Plaza USA Vice President - Vice President - Legal Omaha, NE 68131 Legal, PKS Tait P. Johnson 1000 Kiewit Plaza USA President, Director Omaha, NE 68131 Gilbert Industrial Corporation Ann C. McCulloch 1000 Kiewit Plaza USA Vice President, Vice President, Treasurer Omaha, NE 68131 Treasurer, PKS Thomas C. Stortz 1000 Kiewit Plaza USA Vice President, Secretary Omaha, NE 68131 General Counsel, Kiewit Construction Group Inc. Eric J. Mortensen 1000 Kiewit Plaza USA Controller, PKS Controller Omaha, NE 68131 Douglas A. Obermier 1000 Kiewit Plaza USA Stock Registrar, Stock Registrar and Omaha, NE 68131 PKS Assistant Secretary Tobin A. Schropp 1000 Kiewit Plaza USA KDG Tax Assistant Secretary Omaha, NE 68131 Department Allan K. Kirkwood 10704 Shoemaker Ave. USA Senior Vice Director Santa Fe Springs, CA President, Kiewit 90670 Pacific Co.
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