-----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, QQXQfByCnVJ+IjT84Vv6kyw4X4yeWEols02frQB3UouwbeJnN/YcqWXg5A9xrE5K +n69BPHOg4vWIZ/JyO/jqw== 0001137520-01-000004.txt : 20010421 0001137520-01-000004.hdr.sgml : 20010421 ACCESSION NUMBER: 0001137520-01-000004 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010419 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMMONWEALTH TELEPHONE ENTERPRISES INC /NEW/ CENTRAL INDEX KEY: 0000310433 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 232093008 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-31099 FILM NUMBER: 1606522 BUSINESS ADDRESS: STREET 1: 100 CTE DRIVE STREET 2: PO BOX 800 CITY: DALLAS STATE: PA ZIP: 18612-9799 BUSINESS PHONE: 7176742700 FORMER COMPANY: FORMER CONFORMED NAME: C TEC CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: COMMONWEALTH TELEPHONE ENTERPRISES INC DATE OF NAME CHANGE: 19860501 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEVEL 3 DELAWARE HOLDINGS INC CENTRAL INDEX KEY: 0001137520 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 841572756 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1025 ELDORADO BLVD CITY: BROOMFIELD STATE: CO ZIP: 80021 BUSINESS PHONE: 7208882514 MAIL ADDRESS: STREET 1: 1025 ELDORADO BLVD CITY: BROOMFIELD STATE: CO ZIP: 80021 SC 13D 1 0001.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Commonwealth Telephone Enterprises, Inc. (Name of Issuer) Class B Common Stock Common Stock $1.00 Par Value $1.00 Par Value (Title of Classes of Securities) 126504109 126504208 (Cusip Numbers) Level 3 Delaware Holdings, Inc. (Name of Persons Filing Statement) Thomas C. Stortz, Esq. c/o Level 3 Communications, Inc. 1025 Eldorado Blvd. Broomfield, Colorado 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. 126504109/126504208 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* 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 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH 7 SOLE VOTING POWER (See Item 5) REPORTING PERSON WITH 9,639,326 Common Stock 1,017,061 Class B Common Stock 8 SHARED VOTING POWER (See Item 5) 0 9 SOLE DISPOSITIVE POWER (See Item 5) 9,639,326 Common Stock 1,017,061 Class B Common Stock 10 SHARED DISPOSITIVE POWER (See Item 5) 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,639,326 Common Stock 1,017,061 Class B 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) 45.89% of Common Stock 49.05% of Class B Common Stock 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"), and the Class B Common Stock ("Class B Common Stock") of Commonwealth Telephone Enterprises, Inc., a Pennsylvania corporation (the "Company"). The principal executive offices of the Company are located at 100 CTE Drive, Dallas, Pennsylvania 18612. Item 2. Identity and Background. This statement is filed on behalf of Level 3 Delaware Holdings, Inc., a Delaware corporation ("LTDH"). LTDH is a subsidiary of Level 3 Telecom Holdings, Inc., a Delaware corporation ("LTTH"), formerly known as Kiewit Telecom Holdings, Inc. Level 3 Communications, Inc. ("LTC") indirectly owns 90% of the common stock and all of the preferred stock of LTTH. David C. McCourt, Chairman and Chief Executive Officer of the Company, owns the remaining 10% of the common stock of LTTH. LTDH was formed to hold the interest in the Company previously held by its parent, LTTH. The address of the principal executive offices and principal business of LTDH is 1025 Eldorado Blvd., Broomfield, CO 80021. Information as to each executive officer and director of LTDH is set forth in Schedule A attached hereto, which is incorporated herein by reference. LTC is a holding company that engages in the information services, communications, and coal mining businesses through ownership of operating companies and equity positions in public companies. The address of the principal executive offices and principal business of LTC is 1025 Eldorado Blvd., Broomfield, CO 80021. LTC is the surviving corporation from the merger of Peter Kiewit Sons' Inc. and Kiewit Diversified Group Inc. (which had changed its name to Level 3 Communications, Inc. prior to that merger). LTC is the ultimate parent of LTDH. Together they are referred to as the "Level 3 Companies." Information as to each executive officer and director of LTC is set forth in Schedule B attached hereto, which is incorporated herein by reference. During the last five years, none of the Level 3 Companies nor, to the best knowledge of the Level 3 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 judgment, 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. 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 (9,639,326 shares) and all the shares of Class B Common Stock it owned (1,017,061 shares) plus all the shares of capital stock of RCN Corporation it owned (26,640,970 shares) as full payment for the issuance to LTTH of all of the common stock (1,000 shares of common stock, par value, $.01 per share) of LTDH. Item 4. Purpose of Transaction. The transaction was effected to complete a minor corporate reorganization among lower tier subsidiaries of LTC. LTDH 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, LTDH may consider from time to time various alternative courses of action both with respect to the business of the Company and with respect to LTDH'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 LTDH or its affiliates of additional capital stock of the Company 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 LTDH'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 Level 3 Companies nor, to the best knowledge of the Level 3 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 the Nasdaq Stock Market; (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 enumerate above. Notwithstanding the foregoing, the Level 3 Companies reserve the right to effect any of such action as they may deem necessary or appropriate in the future. Item 5. Interest in Securities of the Company. (a) and (b) LTDH owns 9,639,326 shares of Common Stock, representing approximately 45.89% of the outstanding Common Stock, and LTDH owns 1,017,061 shares of Class B Common Stock representing approximately 49.05% of the outstanding Class B Common Stock. LTDH 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 indirect ownership of LTDH, Level 3 Communications, Inc. and David C. McCourt may, for purposes of Rule 13d-3 under the Exchange Act, be deemed to beneficially own the Company Shares. David C. McCourt is the beneficial owner of 233,998 shares of Common Stock representing approximately 1.11% of the shares of the outstanding Common Stock.[1,2] Mr. McCourt has the sole power to vote or direct the vote and to dispose of or direct the disposition of such shares. James Q. Crowe is the beneficial owner of 19,123 shares of Common Stock representing less than .1% of the outstanding Common Stock.[3] 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 7,380 shares of Common Stock representing less than .1% of the outstanding Common Stock.[3] 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 112,556 shares of Common Stock representing approximately .54% of the outstanding Common Stock.[3] Mr. Scott has the sole power to vote or direct the vote and to dispose of or direct the disposition of such shares. (1) Includes 25,304 shares which are Share Units under the Company's Executive Stock Purchase Plan. Participants do not have the right to vote Share Units, provided that the Company may, but is not required to, make arrangements for participants to direct the trustee of the grantor trust as to how to vote a number of shares held by the grantor trust corresponding to the number of Share Units credited to the participants' matching account. (2) Includes options to purchase 208,694 shares of Common Stock exercisable within 60 days after March 31, 2001. None of these options has been exercised. (3) Includes options to purchase 6,000 shares of Common Stock exercisable within 60 days after March 31, 2001. None of these options has been exercised. 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 March 16, 2001. Except as set forth in this Item 5(a) and (b), none of the Level 3 Companies, nor, to the best knowledge of the Level 3 Companies, any persons named in Schedule A or B hereto, owns beneficially any 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 (9,639,326 shares) and all the shares of Class B Common Stock it owned (1,017,061 shares) plus all the shares of capital stock of RCN Corporation it owned (26,640,970 shares) as full payment for the issuance to LTTH of all of the common stock (1,000 shares of common stock, par value, $.01 per share) of LTDH. Except as described above, no transactions in the Common Stock or Class B Common Stock have been effected during the past 60 days by the Level 3 Companies or, to the best knowledge of the Level 3 Companies, by any of the persons named in Schedule A or B hereto. (d) Inapplicable. (e) Inapplicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company. The Company has entered into a Registration Rights Agreement (the "Registration Rights Agreement") dated as of October 23, 1998 among the Company, and Walter Scott, Jr., James Q. Crowe, and David C. McCourt. (the "Committed Individuals). Pursuant to the Registration Rights Agreement, the Committed Individuals have (i) two demand registration rights (to be exercised by a majority of the Committed Individuals) and (ii) unlimited "piggyback" registration rights in respect of the shares of Common Stock issued to the Committed Individuals pursuant to a described rights offering. These registration rights are provided at the expense of the Company. The preceding summary of the Registration Rights Agreement is qualified in its entirety by the terms of the Registration Rights Agreement which is incorporated herein by reference. Except as described herein, to the best knowledge of the Level 3 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 of 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: April 19, 2001 LEVEL 3 DELAWARE HOLDINGS, INC. By: /s/ Neil Eckstein Name: Neil Eckstein Title: Vice President SCHEDULE A DIRECTORS AND EXECUTIVE OFFICERS OF LEVEL 3 DELAWARE HOLDINGS, INC. The name, business address, citizenship, title, and present principal occupation or employment of each of the directors and executive officers (in alphabetical order) of Level 3 Delaware Holdings, Inc. are set forth below. Principal Occupation or Name and Office Held Business Address Citizenship Employment Kevin F. Bostick 1025 Eldorado Blvd. USA Senior Vice President and Treasurer, Vice President Broomfield, CO 80021 Treasurer, Level 3 Communications, Inc. R. Douglas Bradbury 1025 Eldorado Blvd. USA Vice Chairman, Level 3 President Broomfield, CO 80021 Communications, Inc. Sureel A. Choksi 1025 Eldorado Blvd. USA Group Vice President and Chief Group Vice President Broomfield, CO 80021 Financial Officer, Level 3 Communications, Inc. Neil J. Eckstein 1025 Eldorado Blvd. USA Vice President, Assistant Vice President, Assistant Broomfield, CO 80021 General Counsel and Assistant Secretary, Director Secretary, Level 3 Communications, Inc. Brian R. Hedlund 1025 Eldorado Blvd. USA Director of Tax, Level 3 Assistant Secretary Broomfield, CO 80021 Communications, Inc. Eric J. Mortensen 1025 Eldorado Blvd. USA Vice President and Controller, Controller, Vice President Broomfield, CO 80021 Level 3 Communications, Inc. Andrew E. Ottinger, Jr. 1025 Eldorado Blvd. USA Vice President, Level 3 Vice President, Director Broomfield, CO 80021 Communications, Inc. Thomas C. Stortz 1025 Eldorado Blvd. USA Group Vice President, General Group Vice President, Broomfield, CO 80021 Counsel and Secretary, Level 3 Secretary, Director Communications, Inc.
SCHEDULE B DIRECTORS AND EXECUTIVE OFFICERS OF LEVEL 3 COMMUNICATIONS INC. The name, business address, citizenship, title, and present principal occupation or employment of each of the directors and executive officers of Level 3 Communications, Inc. are set forth below. Principal Occupation or Name and Office Held Business Address Citizenship Employment Walter Scott, Jr. 1025 Eldorado Blvd. USA Director, Peter Kiewit Sons' Chairman of the Board, Director Broomfield, CO 80021 Inc. James Q. Crowe 1025 Eldorado Blvd. USA President, Chief Executive President, Chief Executive Broomfield, CO 80021 Officer, Level 3 Officer, Director Communications, Inc. Kevin J. O'Hara 1025 Eldorado Blvd. USA President, Chief Operating President, Chief Operating Broomfield, CO 80021 Officer, Level 3 Officer, Director Communications, Inc. R. Douglas Bradbury 1025 Eldorado Blvd. USA R. Douglas Bradbury Vice Chairman of the Board, Broomfield, CO 80021 Executive Vice President, Level Executive Vice President, Director 3 Communications, Inc. Charles C. ("Buddy") Miller, III 1025 Eldorado Blvd. USA Vice Chairman, Level 3 Vice Chairman, Director Broomfield, CO 80021 Communications, Inc. Sureel Choksi 1025 Eldorado Blvd. USA Chief Financial Officer, Level Chief Financial Officer, Group Broomfield, CO 80021 3 Communications, Inc. Vice President Thomas C. Stortz 1025 Eldorado Blvd. USA Group Vice President, General General Counsel, Secretary, and Broomfield, CO 80021 Counsel, Secretary, Level 3 Group Vice President Communications, Inc. John F. Waters, Jr. 1025 Eldorado Blvd. USA Group Vice President, Level 3 Group Vice President Broomfield, CO 80021 Communications, Inc. Eric Mortensen 1025 Eldorado Blvd. USA Controller, Level 3 Controller, Vice President Broomfield, CO 80021 Communications, Inc. Mogens C. Bay 1025 Eldorado Blvd. USA Chairman, Chief Executive Director Broomfield, CO 80021 Officer, Valmont Industries, Inc. William L. Grewcock 1025 Eldorado Blvd. USA Director, Peter Kiewit Sons' Director Broomfield, CO 80021 Inc. Richard R. Jaros 1025 Eldorado Blvd. USA Former President, Kiewit Director Broomfield, CO 80021 Diversified Group Inc. Robert E. Julian 1025 Eldorado Blvd. USA Former Chairman, PKS Director Broomfield, CO 80021 Information Services Inc. David C. McCourt 105 Carnegie Center USA Chairman, Chief Executive Director Princeton, NJ 08540 Officer, RCN Corporation Kenneth E. Stinson 1025 Eldorado Blvd. USA Chairman, Chief Executive Director Broomfield, CO 80021 Officer, Peter Kiewit Sons' Inc. Colin V.K. Williams 66 Prescot Street UK Executive Vice President, Executive Vice President, London, UK E1 8HG Level 3 Communications, Inc. Director Michael B. Yanney 1025 Eldorado Blvd. USA Chairman, Chief Executive Director Broomfield, CO 80021 Officer, America First Companies, L.L.C.
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