-----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, P8P7QEZtjXhDv2E3eglnL5XD4aoEnLJDTZj8NRtiXpFwxWBmc5s501UAdhoWOGHW RxrYeoB1Pt3ZzEEN4FPR0Q== 0000950109-96-004247.txt : 19960705 0000950109-96-004247.hdr.sgml : 19960705 ACCESSION NUMBER: 0000950109-96-004247 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960702 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERCOM INC CENTRAL INDEX KEY: 0000850315 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 382728175 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-17750 FILM NUMBER: 96590465 BUSINESS ADDRESS: STREET 1: 105 CARNEGIE CENTER CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 609-734-3700 MAIL ADDRESS: STREET 1: 105 CARNEGIE CENTER CITY: PRINCETON STATE: NJ ZIP: 08540 10-K/A 1 FORM 10-K/A FORM 10-K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For fiscal year ended December 31, 1995 ----------------- ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) Commission File No. 0-17750 MERCOM, INC. ----------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 38-2728175 - ------------------------------- -------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 105 Carnegie Center, Princeton, NJ 08540-6215 - ---------------------------------- ---------- (Address of principle executive offices) (Zip Code) Registrant's telephone number including area code: 609-734-3737 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $1.00 per share --------------------------------------- (Title of Class) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO ------- ------- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K (X). As of February 28, 1996, 4,787,060 shares of Common Stock were outstanding. The aggregate market value of the shares held by non-affiliates of the registrant (based upon the average of the bid and asked prices of these shares quoted by the National Quotation Bureau, Inc. and the OTC Bulletin Board on February 28, 1996, of $6 3/4 per share) was approximately $12,303,968. Documents Incorporated by Reference - None ----------------------------------- PART III Item 12. Security Ownership of Certain Beneficial Owners and Management - -------- -------------------------------------------------------------- Security Ownership of Management As of March 1, 1996, C-TEC Properties, Inc., a wholly-owned subsidiary of C-TEC ("C-TEC Properties"), owned 2,964,250 shares of Common Stock of the Company representing approximately 61.92% of the outstanding Common Stock. David C. McCourt, Michael J. Mahoney, Bruce C. Godfrey, Raymond B. Ostroski and Mark Haverkate are the principal Executive Officers of C-TEC Properties. In addition to the outstanding Common Stock owned by C-TEC Properties, the Directors and Executive Officers as a group beneficially owned approximately 60,000 shares of Common Stock of the Company, representing less than two percent of the outstanding Common Stock. Security Ownership of Certain Beneficial Owners So far as is known to the Company, as of March 1, 1996, no persons, except those listed below, owned beneficially more than five percent (5%) of the outstanding Common Stock. With respect to the named persons, the following information is based on Schedules 13D or 13G filed with the Securities and Exchange Commission ("SEC"), copies of which were supplied to the Company by said persons. The table below discloses the name and address of such beneficial owners, the total number of shares beneficially owned by each and their percentage of ownership in relation to the total shares outstanding and entitled to vote as of March 1, 1996.
Name and Address of Amount and Nature of Percent Beneficial Owner Beneficial Ownership (1) of Class - ------------------- ------------------------ -------- C-TEC Corporation (2) 2,964,250 61.92% 105 Carnegie Center Princeton, New Jersey 08540 Lappin Capital Management, L.P. (3) 463,019 9.67% 767 Third Avenue 16th Floor New York, New York 10017
(1) The number of shares stated in this column includes shares owned directly or indirectly, through any contract, arrangement, understanding, relationship, or which the indicated beneficial owner otherwise has the power to vote, or direct the voting of, and/or has investment power. (2) As set forth in Amendment No. 19 to C-TEC's Schedule 13D dated August 21, 1995, such shares are owned by C-TEC Properties, Inc. (3) Based on information obtained from Schedule 13D for the Common Stock of the Company filed through December 15, 1995, with the Securities and Exchange Commission by Lappin Capital Management, L.P. and LBL Group, L.P. SIGNATURES ---------- Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MERCOM, INC. Date: June 27, 1996 By /s/ David C. McCourt -------------------------------- David C. McCourt, Chairman Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ David C. McCourt Chairman June 27, 1996 ---------------------- Chief Executive Officer David C. McCourt /s/ Michael J. Mahoney President June 27, 1996 ---------------------- Chief Operating Officer Michael J. Mahoney /s/ Bruce C. Godfrey Executive Vice President June 27, 1996 ---------------------- and Chief Financial Bruce C. Godfrey Officer (Principal Financial Officer) DIRECTORS: /s/ David C. McCourt - -------------------------- April 1, 1996 David C. McCourt /s/ Michael J. Mahoney - -------------------------- April 1, 1996 Michael J. Mahoney /s/ Bruce C. Godfrey - -------------------------- April 1, 1996 Bruce C. Godfrey /s/ Clifford L. Jones - -------------------------- April 1, 1996 Clifford L. Jones /s/ Harold J. Rose, Jr. - -------------------------- April 1, 1996 Harold J. Rose, Jr. /s/ George C. Stephenson - -------------------------- April 1, 1996 George C. Stephenson /s/ Raymond B. Ostroski - -------------------------- April 1, 1996 Raymond B. Ostroski -----END PRIVACY-ENHANCED MESSAGE-----