-----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, VJ1sWBjbhH7AhCHhZyLb6Gd667ixkRQwRT1ZejgME10YnWMgF7E3RTE12cywjwis q++nZRLlnKVhH7wGLoRk8w== 0001036050-98-000734.txt : 19980504 0001036050-98-000734.hdr.sgml : 19980504 ACCESSION NUMBER: 0001036050-98-000734 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980430 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: SEC FILE NUMBER: 000-17750 FILM NUMBER: 98605208 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 MERCOM, INC. 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, 1997 ----------------- ( ) 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, 1998, 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, 1998, of $9.75 per share) was approximately $17,772,463. Documents Incorporated by Reference - None ----------------------------------- PART III Item 10. Directors and Executive Officers of the Registrant - ------- --------------------------------------------------
Director -------- Name of Director Age Since ---------------- --- ----- Bruce C. Godfrey 42 Corporate Secretary of the Company since October 1994 1997 and Executive Vice President and Chief Financial Officer of the Company from April 1994 to October 1997; Director, Executive Vice President, Chief Financial Officer and Corporate Secretary of RCN Corporation ("RCN") since September 1997; Executive Vice President and Chief Financial Officer of Commonwealth Telephone Enterprises, Inc., formerly known as C-TEC Corporation ("CTE") since April 1994, Director since 1995 and Corporate Secretary since September 1997; Director and Corporate Secretary of Cable Michigan, Inc. ("Cable Michigan") since September 1997; Senior Vice President and Principal of Daniels and Associates from January 1984 to April 1994. Clifford L. Jones 70 President, Capital Region Economic Development 1991 Corporation from September 1992 to February 1994. He also served as President, Pennsylvania Chamber of Business & Industry from 1983 to 1991. Mr. Jones is a Director of Pennsylvania Power & Light, Delta Development Group, Inc. and Benatec Associates. Michael J. Mahoney 47 President and Chief Operating Officer of the Company 1994 from February 1994 to September 1997; President and Chief Operating Officer, as well as a Director of RCN since September 1997; Director of CTE since May 1995, President and Chief Operating Officer from March 1994 to September 1997, Executive Vice President of CTE's Cable Television Group from June 1991 to February 1994; and Executive Vice President of the Company from December 1991 to February 1994.
Item 10. Directors and Executive Officers of the Registrant, Continued - ------- --------------------------------------------------
Director -------- Name of Director Age Since ---------------- --- ----- David C. McCourt 41 Chairman and Chief Executive Officer of the 1993 Company since October 1993; Chairman, Director and Chief Executive Officer of RCN and Chairman, Director and Chief Executive Officer of Cable Michigan since September 1997; Chairman, Director and Chief Executive Officer of CTE since October 1993; President and Director of Level 3 Telecom Holdings, Inc. ("LTH"); Director of MFS Communications Company Inc. from July 1990 to December 1996; President and Director of Metropolitan Fiber Systems/McCourt, Inc., a subsidiary of MFS Telecom, Inc. since 1988; Director of Cable Satellite Public Affairs Network (C-SPAN) since June 1995; Director of WorldCom, Inc. from December 1996 to March 1998 and Director of Level 3 Communications, Inc. ("Level 3") since January 1998. Raymond B. Ostroski 43 Director of Cable Michigan since September 1997; 1994 Executive Vice President and General Counsel of CTE from February 1995 to September 1997 and Corporate Secretary of CTE from October 1989 to September 1997; Executive Vice President and General Counsel of the Company from February 1995 to September 1997; Vice President and General Counsel of CTE from December 1990 to February 1995; Vice President and General Counsel of the Company from December 1991 to February 1995; and Corporate Secretary of the Company from December 1991 to December 1994. Harold J. Rose, Jr. 62 Chairman of the Board of Pennsylvania Millers 1991 Mutual Insurance Company and Director of American Millers Insurance Company. He previously was a partner of RK Associates, a real estate management consulting firm. In 1990, Mr. Rose retired from Merchants Bancorp, Inc. where he served as Chairman of the Board of both Merchants Bank, N.A. and Merchants Bank North, both subsidiaries of Merchants Bancorp, Inc. George C. Stephenson 52 Managing Director of PaineWebber, Inc. since 1991 January 1987.
The information required under Item 10 of Part III with respect to the Executive Officers of the Registrant is set forth at the end of Part I of the Mercom, Inc. Form 10-K for the fiscal year ended December 31, 1997. Item 11. Executive Compensation - -------- ---------------------- Except with respect to the Company's management agreement dated January 1, 1997 (the "Management Agreement"), with Cable Michigan, no executive officer of the Company received any compensation for services rendered on behalf of the Company during the fiscal year ended December 31, 1997, see Item 13. Certain Relationships and Related Transactions. Directors' Compensation Each Director of the Company is paid an annual retainer of $6,000, plus $500 for each Board meeting attended during 1997. Committee Chairmen are paid $1,000 for each committee meeting attended while other committee members are paid $500 for each meeting attended. Members of the Executive Committee are not compensated for participating in the meetings of said committee. Directors who are also employees of RCN have authorized the payment of such fees to their employer, RCN Services, Inc. consistent with the terms of their employment with RCN. The following fees were paid in 1997: Clifford L. Jones $12,000; Harold J. Rose, Jr. $13,500; George C. Stephenson $14,500 and RCN Services, $36,000. Item 12. Security Ownership of Certain Beneficial Owners and Management - -------- -------------------------------------------------------------- Security Ownership of Management The following table sets forth the beneficial ownership of the Company's Common Stock, as of April 1, 1998, by each director, the named executive officers and by all persons, as a group, who are currently directors and executive officers of the Company. Each director or executive officer has sole investment and voting power over the shares listed opposite his name except as set forth in the footnotes hereto:
Number of Shares Percent Name of Beneficial Owner Beneficially Owned of Class ------------------------- ------------------- -------- John J. Gdovin -- -- Bruce C. Godfrey -- -- Mark Haverkate -- -- Clifford L. Jones 300 * Michael J. Mahoney -- -- David C. McCourt --(1) -- Raymond B. Ostroski 4,000 * Harold J. Rose, Jr -- -- George C. Stephenson 5,000 * Timothy J. Stoklosa -- -- All Directors and Current Executive Officers as a Group (10 persons) 9,300 *
- ---------------------------- * Less than 1%. (1) Excludes 50,000 shares which are owned by Mr. McCourt's wife. Mr. McCourt disclaims beneficial ownership with respect to said shares. Item 12. Security Ownership of Certain Beneficial Owners and Management, - -------- --------------------------------------------------------------- Continued Cable Michigan Set forth below is certain information regarding the beneficial ownership of the Common Stock of Cable Michigan as of April 1, 1998, by each director, the named executive officers and by all persons, as a group, who are currently directors and executive officers of the Company. Each director or executive officer has sole investment and voting power over the shares listed opposite his name except as set forth in the footnotes hereto: Directors and Named Number of Shares Percent of Executive Officers Beneficially Owned (1) Outstanding Shares ------------------ ---------------------- ------------------ John J. Gdovin (2) 1,743 * Bruce C. Godfrey (2) 4,741 * Mark Haverkate (2) 4,596 * Clifford L. Jones -- * Michael J. Mahoney (2) 4,878 * David C. McCourt (2)(3) 12,382 * Raymond B. Ostroski 609 * Harold J. Rose, Jr. -- * George C. Stephenson -- * Timothy J. Stoklosa 1,014 * All Directors and Executive Officers as a Group 29,963 * (1) Includes forfeitable Matching Shares (as defined below), and Share Units (as defined below). Item 12. Security Ownership of Certain Beneficial Owners and Management, - -------- --------------------------------------------------------------- Continued (2) Under the Cable Michigan Executive Stock Purchase Plan ("ESPP"), participating executive officers who forgo current compensation are credited with Cable Michigan "Share Units", the value of which is based on the value of a share of Cable Michigan Common Stock. ESPP participants who elect to receive Share Units in lieu of current compensation are also credited with restricted "Matching Shares," which vest over a period of 3 years from the grant date, subject to continued employment. Matching Shares, unless forfeited, have voting and dividend rights. (In connection with the Restructuring, Share Units and Matching Shares will be adjusted in an equitable manner.) The holdings indicated include Share Units and Matching Shares. The table below shows, in respect of each named executive officer, the number of shares of Cable Michigan Common Stock purchased outright, Share Units relating to Cable Michigan Common Stock acquired by each named executive officer in lieu of current compensation, and the forfeitable Matching Shares of Cable Michigan Common Stock held by each named executive officer:
Share Units Total Shares Acquired Under Purchased and Shares the ESPP In Total Shares Restricted Acquired and Purchased Lieu of Current Purchased Matching Restricted Outright Compensation And Acquired Shares Matching Shares --------- --------------- ------------ ---------- --------------- John J. Gdovin 677 533 1,210 533 1,743 Bruce C. Godfrey 1,251 1,745 2,996 1,745 4,741 Mark Haverkate 2,392 1,102 3,494 1,102 4,596 David C. McCourt 2,894 4,744 7,638 4,744 12,382
(3) Includes 56 shares of Cable Michigan Common Stock which are owned by Mr. McCourt's wife. Mr. McCourt disclaims beneficial ownership of such shares. Does not include 3,330,121 shares of Cable Michigan Common Stock held by LTH. David C. McCourt owns 10% of the Common Stock of LTH. The remaining 90% of Common Stock of LTH is owned by Level 3. Security Ownership of Certain Beneficial Owners - ----------------------------------------------- So far as is known to the Company, as of April 1, 1998 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, 13G or Form 4 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. Item 12. Security Ownership of Certain Beneficial Owners and Management, - -------- --------------------------------------------------------------- Continued Name and Address of Amount and Nature of Percent Beneficial Owner Beneficial Ownership (1) of Class - ----------------- -------------------------- ---------- Cable Michigan, Inc. (2) 2,964,250 61.92% 105 Carnegie Center Princeton, New Jersey 08540 Lappin Capital Management, L.P. (3) 600,951 12.55% 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) Based on information set forth in Cable Michigan's Schedule 13D filed on September 30, 1997. (3) Based on information obtained from Form 4 for the Common Stock of the Company filed through December 3, 1997, with the SEC by Lappin Capital Management, L.P. and LBL Group, L.P. Item 13. Certain Relationships and Related Transactions - -------- ---------------------------------------------- Transactions with Management and Certain Concerns Effective January 1, 1997, the Company entered into a management agreement with Cable Michigan pursuant to which Cable Michigan would manage the Company's cable television systems' operations. The Company was charged $1,204,000 in 1997 based on the management agreement approved by the Board of Directors. RCN and its subsidiaries also supplied other services not covered by the management agreement for approximately $27,000 in 1997. The new Management Agreement provides that the Company will pay Cable Michigan: (a) an annual fee equal to the greater of: (i) $500,000 or (ii) a percentage of the Company's annual revenues (ranging from 5% of $10 million of revenues, as defined, to 4% of revenues in excess of $20 million); and (b) an annual incentive bonus equal to twenty-five percent (25%) of the Company's earnings before interest, taxes, depreciation and amortization ("EBITDA") as adjusted, during the applicable fiscal year less the base year EBITDA of $5 million. RCN is under common control with Cable Michigan and certain of the Company's officers and directors are also officers and directors of RCN and Cable Michigan. 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: April 30, 1998 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 April 30, 1998 - -------------------------- Chief Executive Officer David C. McCourt /s/ Mark Haverkate President April 30, 1998 - -------------------------- Chief Operating Officer Mark Haverkate Executive Vice President, /s/ Timothy J. Stoklosa Chief Financial Officer and April 30, 1998 - -------------------------- Treasurer Timothy J. Stoklosa (Principal Financial Officer)
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