Lancit Media Entertainment Ltd – ‘8-K’ for 3/6/98

As of:  Friday, 3/6/98   ·   For:  3/6/98   ·   Accession #:  868796-98-6   ·   File #:  0-23414

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report on Form 8-K                             4     17K 
 2: EX-2        Agreement and Plan of Merger                          45±   225K 
 4: EX-99       Agreement With Susan Solomon                           2±     8K 
 5: EX-99       Consulting Agreement                                   4±    16K 
 3: EX-99       Voting Agreement                                       4±    18K 
 6: EX-99       Waiver With Cecily Truett                              1      8K 
 7: EX-99       Waiver With Laurence A. Lancit                         1      8K 

8-K   —   Current Report on Form 8-K
Document Table of Contents

8-K
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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    
------------           ---------------        --------------    
(State or other jurisdiction     (Commission         (I.R.S. Employer           
of incorporation)            File Number)       Identification No.)     

601 West 50th St., New York, NY                 10019               
------------------------------------        -------------           
(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:        

--------------------------------------------------------

Exhibit    Description                                  
Number                                                
--------------------------------------------------------
--------------------------------------------------------

               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                  
--------------------------------------------------------
--------------------------------------------------------

 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.  
--------------------------------------------------------

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
                       -----------------------
             Cecily Truett
            Co-President
Dated:  March 6, 1998                                                           

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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.    

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		3/9/98
Filed on / For Period End:		3/6/98		3					SC 13D
		2/27/98		1		4
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