SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): February 27, 1998
LANCIT MEDIA ENTERTAINMENT, LTD.
(Exact name of registrant as specified in its charter)
New York 0-23414 13-3019470
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
601 West 50th St., New York, NY 10019
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 977-9100
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ITEM 5. OTHER EVENTS
On February 27, 1998, the Company entered into an Agreement and Plan of
Merger with RCN Corporation ("RCN") and RCN's wholly-owned subsidiary, LME
Acquisition Corporation ("Merger Sub"), providing for the merger (the "Merger")
of Merger Sub with and into the Company, such that immediately following the
Merger, the Company will be a wholly-owned subsidiary of RCN.
Pursuant to the agreement, each share of Lancit common stock outstanding at the
effective time of the Merger will be converted into the right to receive merger
consideration in the form of a fraction of a share of RCN common stock, which
fraction of a share would have a value of $1.20 (subject to certain adjustments
as set forth in the agreement), based upon the average of the closing prices
(last sales) of RCN common stock on The Nasdaq Stock Market for the five trading
days preceding the effective date of the Merger. However, if such average is
less than $48, the value of the RCN common stock for purposes of the exchange
would be fixed at $48, and if such average exceeds $58, such value would be
fixed at $58. Consummation of the Merger is subject to customary conditions,
including approval by the Company's shareholders and the filing and
effectiveness of a registration statement of RCN.
In connection with the execution and delivery of the agreement, the
following agreements were executed by the parties indicated:
(i) the Voting Agreement, dated as of February 27, 1998, between RCN,
Merger Sub, the Company, Cecily Truett, Laurence A. Lancit and The
Lancit Children's Trust;
(ii) the Agreement, dated February 27, 1998, between Susan Solomon, RCN,
the Company and Merger Sub;
(iii)the Consulting Agreement, dated February 27, 1998, between RCN and
Susan Solomon;
(iv) the Waiver, dated February 27, 1998, between Cecily Truett, RCN and
the Company; and
(v) the Waiver, dated February 27, 1998, between Laurence A. Lancit, RCN
and the Company.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired
Not applicable
(b) Pro Forma Financial Information
Not applicable
(c) Exhibits
The following exhibits are filed with this report:
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Exhibit Description
Number
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2.1 Agreement and Plan of Merger dated as of February 27,
1998 between RCN Corporation, LME Acquisition Corporation
and Lancit Media Entertainment, Ltd.
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99.1 Voting Agreement, dated as of February 27,
1998, between RCN Corporation, LME
Acquisition Corporation, Lancit Media
Entertainment, Ltd., Cecily Truett,
Laurence A. Lancit and The Lancit
Children's Trust
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99.2 Agreement, dated February 27, 1998, between
Susan Solomon, RCN Corporation, Lancit
Media Entertainment, Ltd. and LME
Acquisition Corporation
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99.3 Consulting Agreement, dated February 27, 1998, between
RCN Corporation and Susan Solomon
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99.4 Waiver, dated February 27, 1998, between Cecily Truett,
RCN Corporation and Lancit Media Entertainment, Ltd.
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99.5 Waiver, dated February 27, 1998, between
Laurence A. Lancit, RCN Corporation and
Lancit Media Entertainment, Ltd.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LANCIT MEDIA ENTERTAINMENT, LTD.
By: /s/ CECILY TRUETT
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Cecily Truett
Co-President
Dated: March 6, 1998
EXHIBIT INDEX
Exhibit Number Description
2.1 Agreement and Plan of Merger dated as of
February 27, 1998 between RCN Corporation,
LME Acquisition Corporation and Lancit Media
Entertainment, Ltd.
99.1 Voting Agreement, dated as
of February 27, 1998, between
RCN Corporation, LME
Acquisition Corporation,
Lancit Media Entertainment,
Ltd., Cecily Truett, Laurence
A. Lancit and The Lancit
Children's Trust
99.2 Agreement, dated February 27,
1998, between Susan Solomon,
RCN Corporation, Lancit Media
Entertainment, Ltd. and LME
Acquisition Corporation
99.3 Consulting Agreement, dated
February 27, 1998, between
RCN Corporation and Susan
Solomon
99.4 Waiver, dated February 27, 1998, between
Cecily Truett, RCN Corporation and Lancit
Media Entertainment, Ltd.
99.5 Waiver, dated February 27,
1998, between Laurence A.
Lancit, RCN Corporation and
Lancit Media Entertainment,
Ltd.