RCNC SEC Filing --- AMEND. NO. 1 TO SCHEDULE 13D
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)*
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
110-110th Avenue N.E., Suite 550 1800 Avenue of the Stars
Bellevue, WA 98004 Suite 900
(206) 453-1940 Los Angeles, CA 90067
(310) 277-1010
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 28, 2000
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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
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CUSIP NO. 7493 6101 Page 1 of 2 Pages
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NAME OF REPORTING PERSON
1. S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Vulcan Ventures Incorporated
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2. (a)
(b)
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SEC USE ONLY
3.
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SOURCE OF FUNDS*
4.
WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E)
5.
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CITIZENSHIP OR PLACE OF ORGANIZATION
6.
State of Washington
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SOLE VOTING POWER
7.
NUMBER OF
-0- SHARES
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8.
OWNED BY 30,020,003 SHARES (1)
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EACH SOLE DISPOSITIVE POWER
9.
REPORTING
-0- SHARES
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10.
30,020,003 SHARES (1)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11.
30,020,003 SHARES (1)
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.
29.2%
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TYPE OF REPORTING PERSON
14.
CO
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(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) and 3,407,100 shares of Common Stock that it
owned prior to the execution of the Stock Purchase Agreement.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
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CUSIP NO. 7493 6101 Page 2 of 2 Pages
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NAME OF REPORTING PERSON
1. S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul G. Allen
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2. (a)
(b)
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SEC USE ONLY
3.
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SOURCE OF FUNDS*
4.
PF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E)
5.
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CITIZENSHIP OR PLACE OF ORGANIZATION
6.
United States of America
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SOLE VOTING POWER
7.
NUMBER OF
-0- SHARES
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8.
OWNED BY 30,020,003 SHARES (1)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE SHARES
9.
REPORTING
-0- SHARES
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10.
30,020,003 SHARES (1)
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11.
30,020,003 SHARES (1)
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12.
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.
29.2%
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TYPE OF REPORTING PERSON
14.
IN
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(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) and 3,407,100 shares of
Common Stock that it owned prior to the execution of the Stock
Purchase Agreement.
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. 1 to the Schedule 13D originally filed with the Securities and Exchange
Commission on October 18, 1999 (the "Schedule 13D"). 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 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby amended and restated in its entirety
to read as follows:
On February 28, 2000, Vulcan Ventures purchased from the Issuer 1,650,000
shares of Series B 7% Senior Convertible Preferred Stock (the "Preferred Stock")
for an aggregate purchase price of $1,650,000,000 pursuant to a Stock Purchase
Agreement entered into by Vulcan Ventures and the Issuer on October 1, 1999 (as
amended, the "Stock Purchase Agreement"). Vulcan Ventures funded its purchase of
the Preferred Stock from its working capital following a capital contribution
from Mr. Allen, which was funded by Mr. Allen's personal funds.
Vulcan Ventures funded its purchase of the 3,407,100 shares of Common Stock
that it owned prior to the execution of the Stock Purchase Agreement from its
own working capital.
None of the funds used to purchase such shares of Common Stock or Preferred
Stock consisted of funds or other consideration borrowed or otherwise obtained
for the purpose of acquiring, holding, trading or voting the shares of Common
Stock.
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) On February 28, 2000, the sale of 1,650,000 shares of the Preferred
Stock by the Issuer to Vulcan Ventures pursuant to the Stock Purchase Agreement
was consummated. As of the date of this Amendment, Vulcan Ventures and Mr. Allen
each beneficially owns 30,020,003 shares of the Issuer's Common Stock. These
shares include 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 3,407,100 shares of Common Stock
that Vulcan Ventures owned prior to the execution of the Stock Purchase
Agreement. The Class B Common Stock is identical to the Common Stock except that
it is not entitled to vote.
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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 29.2% of the shares of the Issuer's Common Stock
outstanding (27.4% if the Issuer's Series A 7% Convertible Preferred Stock
outstanding as of September 30, 1999 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
76,324,222 shares of the Issuer's Common Stock outstanding as of September 30,
1999, as reported by the Issuer in its Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999.
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.
(b) Vulcan Ventures and Mr. Allen have shared voting and dispositive power
with respect to the 30,020,003 shares of Common Stock beneficially owned by
Vulcan Ventures.
(c) Vulcan Ventures and Mr. Allen have not, nor to the knowledge of Vulcan
Ventures, has any of its 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:
Amendment Number One to Stock Purchase Agreement
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On February 28, 2000, the Issuer and Vulcan Ventures entered into Amendment
Number One to Stock Purchase Agreement ("Amendment One") which provides that if
Vulcan Ventures' covenant to vote all Voting Securities owned by it for nominees
to the Board of Directors who have been recommended by the Issuer's Board of
Directors is unenforceable, then Vulcan Ventures shall vote all Voting
Securities owned by it for nominees of the Board of Directors of the Issuer, at
Vulcan Ventures' election, either for the nominees to the Board of Directors of
the Issuer who have been recommended by the Issuer's Board of Directors or in
proportion to the votes cast by the other holders of Voting Securities.
The foregoing description of Amendment One is not, and does not purport to
be, complete and is qualified in its entirety by reference to Amendment One, a
copy of which is filed as Exhibit 10.3.
-8-
Voting Agreement between Vulcan Ventures and the Issuer
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On February 28, 2000, the Issuer and Vulcan Ventures entered into a Voting
Agreement (the "Vulcan Voting Agreement") in furtherance of Vulcan Ventures'
covenant in the Stock Purchase Agreement to, subject to certain exceptions, vote
all shares of Preferred Stock owned by it pro rata with the voting of the
Issuer's other stockholders on matters submitted to a vote of such stockholders.
The foregoing description of the Vulcan Voting Agreement is not, and does
not purport to be, complete and is qualified in its entirety by reference to the
Voting Agreement, a copy of which is filed as Exhibit 10.4.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 10.3 Amendment Number One to Stock Purchase Agreement dated
February 28, 2000 between RCN Corporation and Vulcan Ventures
Incorporated.
Exhibit 10.4 Voting Agreement dated as of February 28, 2000 between RCN
Corporation and Vulcan Ventures Incorporated.
-9-
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: March 2, 2000 VULCAN VENTURES
INCORPORATED
By: /s/ William D. Savoy
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Name: William D. Savoy
Title: Vice President
Dated: March 2, 2000 By: /s/ Paul G. Allen
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Paul G. Allen
-10-
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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10.3 Amendment Number One to Stock Purchase Agreement dated
February 28, 2000 between RCN Corporation and Vulcan
Ventures Incorporated.
10.4 Voting Agreement dated as of February 28, 2000 between RCN
Corporation and Vulcan Ventures Incorporated.
TYPE: EX-10.3
SEQUENCE: 2
DESCRIPTION: AMEND. NO. 1 TO STOCK PURCHASE AGMT
EXHIBIT 10.3
Amendment Number One
To
Stock Purchase Agreement
This Amendment Number One (this "Amendment") is made as of
February 28, 2000, between RCN Corporation, a Delaware corporation
(the "Corporation"), and Vulcan Ventures Incorporated, a Washington
corporation ("Buyer"), to the Stock Purchase Agreement between the
Corporation and Buyer dated as of October 1, 1999 (the "Stock Purchase
Agreement"). Capitalized terms used herein and not otherwise defined
herein shall have the meanings ascribed to such terms as set forth in
the Stock Purchase Agreement.
WHEREAS, the Corporation and Buyer desire to amend certain provisions of
the Stock Purchase Agreement, as set forth below.
NOW, THEREFORE, the parties hereto agree as follows:
1. Amendment. Section 6.05 of the Stock Purchase Agreement is
hereby amended and restated in its entirety as follows:
"Section 6.05. Voting Arrangements. During the Standstill Period,
Buyer shall vote and cause to be voted all Voting Securities
owned by the Buyer (i) for nominees to the Board of Directors of
the Corporation who have been recommended by the Corporation's
Board of Directors and (ii) on all other matters submitted to the
holders of Voting Securities, either in accordance with the
recommendations of the Corporation's Board of Directors or in
proportion to the votes cast by the other holders of Voting
Securities; provided that (A) with respect to any Takeover
Proposal submitted to the vote of the Corporation's stockholders,
Buyer shall be free to vote without restriction all Voting
Securities beneficially owned by it and (B) with respect to any
proposal to approve the issuance of equity securities by the
Corporation (not including a proposal to approve a stock option
or other director or officer compensation plan and not in
connection with a Takeover Proposal) (a "Stock Issuance
Proposal") submitted to the vote of the Corporation's
stockholders, Buyer shall be free to vote without restriction
Voting Securities beneficially owned by it representing up to the
Agreed Percentage (disregarding clause (i) of the proviso in the
definition of such term) of the Total Voting Power. Buyer shall
cause all Voting Securities owned by Buyer to be represented, in
person or by proxy, at all meetings of holders of Voting
Securities of which Buyer has actual notice, so that such Voting
Securities may be counted for the purpose of determining the
presence of a quorum at such meetings. The
Corporation agrees to give Buyer reasonable advance notice of the
record date of any meeting of stockholders (or consent
solicitation) to which a Takeover Proposal or a Stock Issuance
Proposal will be submitted for approval (or in respect of which
consents will be sought) so that Buyer may, subject to the other
provisions of this Agreement, convert shares of Preferred Stock
into Common Stock prior to the applicable record date and vote
such shares of Common Stock at such meeting (or execute such
consent) as permitted hereby. Notwithstanding the foregoing, if
Buyer's covenant to vote and cause to be voted all Voting
Securities owned by the Buyer for nominees to the Board of
Directors who have been recommended by the Corporation's Board of
Directors is unenforceable, then Buyer shall vote and cause to be
voted all Voting Securities owned by Buyer for nominees to the
Board of Directors of the Corporation, at Buyer's election,
either for the nominees to the Board of Directors of the
Corporation who have been recommended by the Corporation's Board
of Directors or in proportion to the votes cast by the other
holders of Voting Securities.
2. Effect on Stock Purchase Agreement. Except to the extent of the
amendment set forth specifically herein, all provisions of the
Stock Purchase Agreement are and shall remain in full force and
effect, and the execution, delivery and performance of this
Amendment shall not operate as a waiver or amendment of any
provision of the Stock Purchase Agreement not specifically
amended herein.
3. Execution in Counterparts; Effectiveness. This Amendment may be
signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and
hereto were upon the same instrument. This Amendment shall become
effective when each party hereto shall have received a
counterpart hereof signed by the other party hereto.
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed by their respective authorized officers as of the
day and year first above written.
RCN CORPORATION
By: /s/ Timothy J. Stoklosa
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Name: Timothy J. Stoklosa
Title: Chief Financial Officer and
Executive Vice President
VULCAN VENTURES
INCORPORATED
By: /s/ William D. Savoy
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Name: William D. Savoy
Title: Vice President
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