-----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, KwPppDD0HawX9wO8QXEz4lQhlJPacWAQhwtft85AFGbX3clU3cZ2PzU9rfgTQdgi GTHYB7JgisPf6SiMgeFK1g== 0001047354-01-000006.txt : 20010416 0001047354-01-000006.hdr.sgml : 20010416 ACCESSION NUMBER: 0001047354-01-000006 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010413 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/A SEC ACT: SEC FILE NUMBER: 005-51715 FILM NUMBER: 1601769 BUSINESS ADDRESS: STREET 1: 105 CARNEGIE CENTER CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 6097343700 MAIL ADDRESS: STREET 1: 105 CARNEGIE CENTER STREET 2: C/O RCN CORP CITY: PRINCETON STATE: NJ ZIP: 08540 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEVEL 3 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/A BUSINESS ADDRESS: STREET 1: 1025 ELDORADO BLVD CITY: BROOMFIELD STATE: CO ZIP: 68131 BUSINESS PHONE: 7208882514 MAIL ADDRESS: STREET 1: 1025 ELDORADO BLVD CITY: BROOMFIELD STATE: CO ZIP: 80021 FORMER COMPANY: FORMER CONFORMED NAME: KIEWIT TELECOM HOLDINGS INC DATE OF NAME CHANGE: 19971003 SC 13D/A 1 0001.txt AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) RCN Corporation (Name of Company) Common Stock $1.00 Par Value (Title of Classes of Securities) 74936101 (Cusip Numbers) Level 3 Telecom Holdings, Inc. (Name of Persons Filing Statement) Neil J. Eckstein, Esq. c/o Level 3 Communications, Inc. 1025 Eldorado Blvd. Broomfield, CO 80021 (720) 888-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 9, 2001 (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. 74936101 1 NAME OF REPORTING PERSON: Level 3 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 N/A 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 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH 7 SOLE VOTING POWER (See Item 5) REPORTING PERSON WITH 0 Common Stock 8 SHARED VOTING POWER (See Item 5) 0 9 SOLE DISPOSITIVE POWER (See Item 5) 0 Common Stock 10 SHARED DISPOSITIVE POWER (See Item 5) 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% of Common Stock 14 TYPE OF REPORTING PERSON CO
The following information amends the Schedule 13D dated September 30, 1997, as previously 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 5. Interest in Securities of the Company. The response set forth in Item 5 of the Schedule 13D is hereby amended and restated as to Level 3 Telecom Holdings, Inc. ("LTTH") as follows: (a) and (b) LTTH owns no shares of Common Stock. (c) On April 9, 2001 in Ridgefield Park, New Jersey, LTTH had recorded on the transfer agent's books and records the transfer of all the shares of Common Stock it owned (26,640,970 shares) plus all the shares of capital stock of Commonwealth Telephone Enterprises, Inc. it owned (9,639,326 shares of common stock and 1,017,061 shares of Class B common stock) as full payment for the issuance to LTTH of all the common stock (1,000 shares of common stock, par value, $.01 per share) of Level 3 Delaware Holdings, Inc. (d) Inapplicable (e) On April 9, 2001, LTTH ceased to beneficially own more than five percent of the Common Stock. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company. The response set forth in Item 6 of the Schedule 13D is hereby amended and supplemented by the following: On April 9, 2001 in Ridgefield Park, New Jersey, LTTH had recorded on the transfer agent's books and records the transfer of all the shares of Common Stock it owned (26,640,970 shares) plus all the shares of capital stock of Commonwealth Telephone Enterprises, Inc. it owned (9,639,326 shares of common stock and 1,017,061 shares of Class B common stock) as full payment for the issuance to LTTH of all the common stock (1,000 shares of common stock, par value, $.01 per share) of Level 3 Delaware Holdings, Inc. 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: April 12, 2001 LEVEL 3 TELECOM HOLDINGS, INC. By: /s/ Neil Eckstein Name: Neil Eckstein Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----