-----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, DJPfdDzoc2Jdye2xNhxpIARkhCKO9eVkBzh6POL8PryUz9xGQePM4v9Xb6JuFiR4 bBtlUShfinTthnObMkTVSw== 0000898430-01-503840.txt : 20020412 0000898430-01-503840.hdr.sgml : 20020412 ACCESSION NUMBER: 0000898430-01-503840 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20011211 GROUP MEMBERS: PAUL G. ALLEN 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: 1934 Act SEC FILE NUMBER: 005-51715 FILM NUMBER: 1811165 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: VULCAN VENTURES INC CENTRAL INDEX KEY: 0001014931 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 911374788 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 505 UNION STATION, 505 FIFTH AVENUE STREET 2: STE 900 CITY: SEATTLE STATE: WA ZIP: 98104 BUSINESS PHONE: (206) 342-2000 MAIL ADDRESS: STREET 1: 505 UNION STATION, 505 FIFTH AVENUE STREET 2: STE 900 CITY: SEATTLE STATE: WA ZIP: 98104 SC 13D/A 1 dsc13da.txt SCHEDULE 13D/AMENDMENT #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 Issuer) COMMON STOCK ________________________________________________________________________________ (Title of Class of Securities) 7493 6101 _______________________________________________________________ (CUSIP Number) William D. Savoy Alvin G. Segel, Esq. Vulcan Ventures Incorporated Irell & Manella LLP 505 Union Station 1800 Avenue of the Stars 505 Fifth Avenue South, Suite 900 Suite 900 Seattle, WA 98104 Los Angeles, CA 90067 (206) 342-2000 (310) 277-1010 ________________________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) DECEMBER 5, 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 schedule because of (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copes of the schedule, including all exhibits. See(S)240.13d-7 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). =============================================================================== SCHEDULE 13D Page __ of __ CUSIP NO. 7493 6101 Pages ----------------- - ------------------------------------------------------------------------------- NAME OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only). Vulcan Ventures Incorporated - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS (See Instructions) 4 Not applicable - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 5 [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 State of Washington - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF -0- Shares SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 33,123,296 Shares (1) ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING -0- Shares PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 33,123,296 Shares (1) - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 33,123,296 Shares (1) - ------------------------------------------------------------------------------ -2- =============================================================================== SCHEDULE 13D Page __ of __ CUSIP NO. 7493 6101 Pages ----------------- - ------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 (See Instructions) [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 26.1% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (See Instructions) 14 CO - ------------------------------------------------------------------------------ (1) These shares are directly owned by Vulcan Ventures Incorporated. Paul G. Allen is the sole shareholder of Vulcan Ventures Incorporated and may be deemed to have shared voting and dispositive power with respect to such shares. The reported shares include 1,650,000 shares of Series B 7% Senior Convertible Preferred Stock (and the shares of Common Stock that may be obtained upon conversion thereof) that Vulcan Ventures Incorporated acquired on February 28, 2000 pursuant to the Stock Purchase Agreement (as defined below), 192,404 shares of Series B 7% Senior Convertible Preferred Stock (and the shares of Common Stock that may be obtained upon conversion thereof) that Vulcan Ventures Incorporated has acquired since February 28, 2000 as dividends on such Preferred Stock and 3,407,100 shares of Common Stock that it owned prior to the execution of the Stock Purchase Agreement. -3- =============================================================================== SCHEDULE 13D Page __ of __ CUSIP NO. 7493 6101 Pages ----------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Paul G. Allen - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS (See Instructions) 4 Not Applicable - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States of America - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 -0- Shares NUMBER OF SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 33,123,296 Shares (1) OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 -0- Shares REPORTING PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 33,123,296 Shares (1) - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 33,123,296 Shares (1) - ------------------------------------------------------------------------------ -4- =============================================================================== SCHEDULE 13D Page __ of __ CUSIP NO. 7493 6101 Pages ----------------- - ------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 (See Instructions) [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 26.1% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (See Instructions) 14 IN - ------------------------------------------------------------------------------ (1) These shares are directly owned by Vulcan Ventures Incorporated. Paul G. Allen is the sole shareholder of Vulcan Ventures Incorporated and may be deemed to have shared voting and dispositive power with respect to such shares. The reported shares include 1,650,000 shares of Series B 7% Senior Convertible Preferred Stock (and the shares of Common Stock that may be obtained upon conversion thereof) that Vulcan Ventures Incorporated acquired on February 28, 2000 pursuant to the Stock Purchase Agreement (as defined below), 192,404 shares of Series B 7% Senior Convertible Preferred Stock (and the shares of Common Stock that may be obtained upon conversion thereof) that Vulcan Ventures Incorporated has acquired since February 28, 2000 as dividends on such Preferred Stock and 3,407,100 shares of Common Stock that it owned prior to the execution of the Stock Purchase Agreement. -5- SCHEDULE 13D This Statement, which is being filed by Vulcan Ventures Incorporated, a Washington corporation ("Vulcan Ventures"), and Paul G. Allen, the Chairman, President and sole shareholder of Vulcan ("Mr. Allen"), constitutes Amendment No. 2 to the Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on October 18, 1999 (the "Schedule 13D"), as amended by Amendment No. 1 filed with the SEC on March 2, 2000. The Schedule 13D relates to the Common Stock, par value $1.00 per share ("Common Stock"), of RCN Corporation, a Delaware corporation (the "Issuer"). The item numbers and responses thereto below are in accordance with the requirements of Schedule 13D. Capitalized terms used herein and not defined shall have the meaning set forth in the Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows: (a) As of the date of this Amendment, Vulcan Ventures and Mr. Allen each beneficially owns 33,123,296 shares of the Issuer's Common Stock. These shares include (i) the shares of Common Stock and Class B Common Stock that may be obtained upon conversion of the Preferred Stock that Vulcan Ventures acquired pursuant to the Stock Purchase Agreement and that Vulcan Ventures has acquired since February 28, 2000 as dividends on the Preferred Stock and (ii) 3,407,100 shares of Common Stock directly owned by Vulcan Ventures. The Class B Common Stock is identical to the Common Stock except that it is not entitled to vote. Vulcan Ventures' and Mr. Allen's stockholdings, assuming immediate conversion of all of the shares of Preferred Stock into shares of Common Stock, represent approximately 26.1% of the shares of the Issuer's Common Stock outstanding (24.6% if the Issuer's Series A 7% Convertible Preferred Stock outstanding as of September 30, 2001 were converted into shares of Common Stock). But see Item 6 of the Schedule 13D. All of the percentages set forth in this Item 5(a) are based upon 97,338,000 shares of the Issuer's Common Stock outstanding as of September 30, 2001, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2001. To the best knowledge of Vulcan Ventures and Mr. Allen, none of the other parties named in Item 2 of the Schedule 13D owns any of the Issuer's Common Stock, other than Mr. Savoy, who beneficially owns 15,009 shares of Common Stock, including options to purchase 8,000 shares of Common Stock that are exercisable within sixty days of the date of this Amendment. The 15,009 shares do not include options to purchase 8,250 shares of Preferred Stock (and the Common Stock into which such Preferred Stock is convertible) at an exercise price of $62.00 per share of Preferred Stock multiplied by a fraction, the numerator of which is $1.65 billion and the denominator of which is the accreted value of Vulcan Ventures' $1.65 billion investment in the Preferred Stock through the call date of such stock, which were granted to Mr. Savoy by Vulcan Ventures pursuant to a Stock Option Agreement entered into as of February 18, 2001, effective as of November 8, 1999. The option vested as to 20% of the shares of Preferred Stock covered by the option on November 8, 1999 and vests as to an additional 1.33% of such shares on the eighth day of each of the 60 months starting December 8, 1999. -6- (b) Vulcan Ventures and Mr. Allen have shared voting and dispositive power with respect to the 33,123,296 shares of Common Stock beneficially owned by Vulcan Ventures and Mr. Allen. (c) Vulcan Ventures and Mr. Allen have not, nor to the knowledge of Vulcan Ventures, has any of Vulcan Ventures' executive officers, directors or controlling persons named in Item 2 of the Schedule 13D, effected any transactions in the Issuer's Common Stock during the past sixty days. (d) Neither Vulcan Ventures nor Mr. Allen knows any other person who has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of any Common Stock beneficially owned by Vulcan Ventures or Mr. Allen. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 of the Schedule 13D is hereby amended by adding the following: Letter Agreement between Vulcan Ventures and the Issuer ------------------------------------------------------- On December 5, 2001, the Issuer and Vulcan Ventures entered into a Letter Agreement (the "Letter Agreement") in connection with the adoption by the Issuer of that certain Rights Agreement dated December 5, 2001 (the "Rights Agreement"), by and among the Issuer and HSBC Bank USA. The Letter Agreement confirms that in conjunction with the Issuer's adoption of the Rights Agreement, the Issuer's Board of Directors resolved that from and after such time as any of the Rights (as defined in the Rights Agreement) issued under the Rights Agreement become exercisable, Vulcan Ventures and its Affiliates (as defined in the Stock Purchase Agreement) shall be entitled to exercise any such Rights which they may hold or be entitled to under the Rights Agreement and acquire Common Stock or other securities of the Company upon the exercise of such Rights without regard to any of the restrictions in the Stock Purchase Agreement, including but not limited to those set forth in Sections 6.03 and 6.04 of the Stock Purchase Agreement. A copy of the Letter Agreement is filed as Exhibit 10.5. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. Exhibit 10.5 Letter Agreement dated as of December 5, 2001 between RCN Corporation and Vulcan Ventures Incorporated. -7- 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. Dated: December 10, 2001 VULCAN VENTURES INCORPORATED By: /s/ William D. Savoy --------------------------------- Name: William D. Savoy Title: Vice President Dated: December 10, 2001 By: * --------------------------------- Paul G. Allen *By: /s/ William D. Savoy --------------------------------- William D. Savoy as Attorney in Fact for Paul G. Allen pursuant to a Power of Attorney filed on August 30, 1999, with the Schedule 13G of Vulcan Ventures Incorporated and Paul G. Allen for Pathogenesis, Inc., and incorporated herein by reference -8- EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ---------- ----------- 10.5 Letter Agreement dated as of December 5, 2001 between RCN Corporation and Vulcan Ventures Incorporated. -9- EX-10.5 3 dex105.txt LETTER AGREEMENT DATED DECEMBER 5, 2001 Exhibit 10.5 [LETTERHEAD OF RCN] December 5, 2001 Mr. William Savoy Vulcan, Inc 505 Union Station 505 Fifth Avenue, Suite 900 Seattle, Washington 98104 Dear Mr. Savoy: Reference is made to that certain Stock Purchase Agreement dated October 1, 1999, as amended from time to time (the "Stock Purchase Agreement"), ------------------------ by and among RCN Corporation, a Delaware corporation (the "Company"), and Vulcan ------- Ventures Incorporated, a Washington corporation ("Vulcan") and that certain Rights Agreement dated December 5, 2001 (the "Rights Agreement"), by and among ---------------- the Company and HSBC Bank USA, a banking corporation and trust company duly organized and validly existing under the laws of the State of New York (the "Right Agent"). Capitalized terms used and not otherwise defined herein shall ----------- have the meanings set forth in the Rights Agreement. We are writing to confirm that in conjunction with the Company's adoption of the Rights Agreement, the Company's Board of Directors has resolved that from and after such time as any of the Rights issued under the rights Agreement become exercisable, Vulcan and its Affiliates (as defined in the Stock Purchase Agreement) shall be entitled to exercise any such Rights which they may hold or be entitled to under the Rights Agreement and acquire Common Stock or other securities of the Company upon the exercise of such Rights without regard to any of the restrictions otherwise set forth in the Stock Purchase Agreement, including but not limited to those set forth in Sections 6.03 and 6.04 of the Stock Purchase Agreement. Please confirm your agreement with the foregoing by signing and returning to the undersigned the duplicate copy of this letter enclosed herewith. This Agreement shall be governed by and constructed in accordance with the law of the State of New York, without regard to conflicts of law rules of such state. Sincerely, RCN CORPORATION By: /s/ John J. Jones --------------------------------------- Name: John J. Jones Title: Executive Vice President and General Counsel ACCEPTED AND AGREED: - ------------------- VULCAN VENTURE INCORPORATED By: /s/ William D. Savoy ---------------------------------- Name: William D. Savoy Title: President [Logo of RCN] -----END PRIVACY-ENHANCED MESSAGE-----