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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

Previous ‘8-K’:  ‘8-K’ on 5/8/97 for 5/6/97   ·   Latest ‘8-K’:  This Filing

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  As Of                Filer                Filing    For·On·As Docs:Size

 3/06/98  Lancit Media Entertainment Ltd    8-K:5       3/06/98    7:177K

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

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
2Item 5. Other Events
"Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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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:3/6/983SC 13D
2/27/9814
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Filing Submission 0000868796-98-000006   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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