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     <!-- Control Number: ny12778                                                          -->
     <!-- Rev Number:     8-K                                                              -->
     <!-- Client Name:    RCN Corporation                                                  -->
     <!-- Project Name:   ny12778                                                          -->
     <!-- Firm Name:      RCN Corporation                                                  -->
     <TITLE>8-K</TITLE>
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SECURITIES AND EXCHANGE COMMISSION<BR>WASHINGTON, D.C. 20549  </FONT></TD></TR>
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<TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>FORM 8-K  <BR>CURRENT REPORT</FONT></TD></TR>
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<TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Pursuant to
Section 13 or 15(d) of the<BR> Securities Exchange Act of 1934  </FONT></TD></TR>
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April 19, 2004 (April 15, 2004)</FONT></TD></TR>
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     <TD WIDTH="600" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Date
of Report (Date of earliest event reported)</FONT></TD></TR>
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     <TD WIDTH="600" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">RCN Corporation</FONT></TD></TR>
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     <TD WIDTH="600" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(Exact Name of Registrant as
specified in its charter)</FONT></TD></TR>
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<TD WIDTH="33%" ALIGN="CENTER"><Font Face="Times New Roman, Times, Serif" Size=2>Delaware</font></td>
<TD WIDTH="34%" ALIGN="CENTER"><Font Face="Times New Roman, Times, Serif" Size=2>0-22825</font></td>
<TD WIDTH="33%" ALIGN="CENTER"><Font Face="Times New Roman, Times, Serif" Size=2>22-3498533</font></td>
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<TD ALIGN="CENTER"><Hr Size=1 Noshade></td>
<td Align=CENTER><Hr Size=1 Noshade></td>
<TD ALIGN="CENTER"><Hr Size=1 Noshade></td>
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<TD ALIGN="CENTER"><Font Face="Times New Roman, Times, Serif" Size=2>(State or Other Jurisdiction <br>of Incorporation or Organization)</font></td>
<td ALIGN="CENTER"><Font Face="Times New Roman, Times, Serif" Size=2>(Commission<br>File Number) </font></td>
<TD ALIGN="CENTER"><Font Face="Times New Roman, Times, Serif" Size=2>(IRS Employer<br> Identification No.) </font></td>
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     <TD WIDTH="600" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">
105 Carnegie Center <BR>
Princeton, NJ 08540-6215
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     <TD WIDTH="600" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(Address of principal executive offices,
including zip code)</FONT></TD></TR>
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     <TD WIDTH="600" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(609) 734-3700</FONT></TD></TR>
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     <TD WIDTH="600" ALIGN="CENTER"><HR NOSHADE SIZE=1></TD></TR>
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     <TD WIDTH="600" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Registrant's
telephone number, including area code </FONT></TD></TR>
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     <TD WIDTH="600" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Not Applicable<!-- FORMER NAME OR ADDRESS --></FONT></TD></TR>
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     <TD WIDTH="600" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(Former name or former address, if changed since last report) </FONT></TD></TR>
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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item
5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Other Events and Required FD Disclosure </FONT></P></TD></TR>
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<TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
April 15, 2004, RCN Corporation announced that negotiations with its senior secured
lenders (the &#147;Lenders&#148;), members of an ad hoc committee of holders of its Senior
Notes (the &#147;Noteholders&#146; Committee&#148;) and others on a consensual financial
restructuring of its balance sheet are continuing. In connection with these negotiations,
RCN said that it has chosen to defer the decision to make interest payments scheduled to
be made on April 15, 2004, of approximately $8.0 million with respect to its 10% Senior
Notes due 2007 (the &#147;10% Senior Notes&#148;) and approximately $17.6 million with
respect to its 11.125% Senior Discount Notes due 2007 (the &#147;11.125% Senior
Notes&#148;). The press release with respect thereto is attached hereto as Exhibit 99.1. </FONT></TD></TR>
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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item
7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Financial Statements and Exhibits. </FONT></P></TD></TR>
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<TD WIDTH=8%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=8%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a) </FONT></TD>
<TD WIDTH=84%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Exhibits</FONT></TD>
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<TD WIDTH=8%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=8%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=84%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Exhibit 99.1
&nbsp;&nbsp;&nbsp;RCN Corporation Press Release dated April 15, 2004. </FONT></TD>
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<TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SIGNATURES </FONT></TD></TR>
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<TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.  </FONT></TD></TR>
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    <TD WIDTH="44%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp; </FONT></TD>
    <TD WIDTH="48%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">RCN Corporation </FONT></TD>
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    <TD WIDTH="39%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp; <!-- DATE--> </FONT></TD>
    <TD WIDTH="5%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp; </FONT></TD>
    <TD WIDTH="5%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">By: </FONT></TD>
    <TD WIDTH="43%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;/s/ W. Terrell Wingfield, Jr.  </FONT></TD>
  </TR>
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    <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp; </FONT></TD>
    <TD>&nbsp; </TD>
    <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp; </FONT></TD>
    <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp; </FONT></TD>
    <TD> <HR NOSHADE SIZE="1"> </TD>
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    <TD WIDTH="57%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp; </FONT></TD>
    <TD WIDTH="8%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Name: </FONT></TD>
    <TD WIDTH="35%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">W. Terrell Wingfield, Jr.</FONT></TD>
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    <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp; </FONT></TD>
    <TD VALIGN="TOP"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Title:</FONT></TD>
    <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">General Counsel and Corporate Secretary</FONT></TD></TR>
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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Date: April 19, 2004 </FONT></P></TD></TR>
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<TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXHIBIT
INDEX </FONT></TD></TR>
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<TD WIDTH=13%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Exhibit No. </FONT></TD>
<TD WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=84%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> </FONT></TD>
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<TD WIDTH=13%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>99.1  </FONT></TD>
<TD WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=84%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>RCN
Corporation Press Release dated April 15, 2004.  </FONT></TD>
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<FONT FACE="Times New Roman, Times, Serif" SIZE=2>Exhibit
99.1 </FONT></TD></TR>
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<FONT FACE="Times New Roman, Times, Serif" SIZE=2>105
Carnegie Center<BR>Princeton, NJ 08540 </FONT></TD></TR>
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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Contact: </FONT></P></TD></TR>
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<TD WIDTH=8%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=92%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Barak Bar-Cohen,
RCN Public Relations, 609-919-8144<BR>
Jim Downing, RCN Investor Relations, 609-734-3718</FONT></TD>
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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Restructuring
Information: www.rcntomorrow.com </FONT></P></TD></TR>
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<TD><H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>RCN
Holding Company Continues Financial Restructuring Negotiations; <BR>
Defers Decision to Make Interest Payments Scheduled For April 15, 2004
on 10% Senior Notes and 11.125% Senior Notes </FONT></H1></TD></TR>
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<TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PRINCETON,
N.J., April 15, 2004 &#151; RCN Corporation (Nasdaq: RCNC), as previously announced, is
continuing negotiations on a collaborative basis with its senior secured lenders (the
&#147;Lenders&#148;), an ad hoc committee of holders of its Senior Notes (the
&#147;Noteholders&#146; Committee&#148;) and others regarding a consensual financial
restructuring of its balance sheet. RCN said that it remains hopeful that these
negotiations will lead to agreement on a successful consensual financial restructuring
plan in the near term, although there is no assurance this will occur. In connection with
these negotiations, RCN said that it has chosen to defer the decision to make interest
payments scheduled to be made on April 15, 2004, of approximately $8.0 million with
respect to its 10% Senior Notes due 2007 (the &#147;10% Senior Notes&#148;) and
approximately $17.6 million with respect to its 11.125% Senior Discount Notes due 2007
(the &#147;11.125% Senior Notes&#148;). In the event that RCN does not make these interest
payments within 30 days beginning April 15, 2004, Events of Default would arise with
respect to the 10% Senior Notes and the 11.125% Senior Notes and entitle, but not require,
holders thereof to declare the outstanding 10% Senior Notes and 11.125% Senior Notes,
respectively, immediately due and payable. </FONT></TD></TR></TABLE><BR>

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<TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>RCN
has said that it expects any financial restructuring to be implemented through a
reorganization of the Company under chapter 11. The Company believes that a consensual
financial restructuring pursuant to a chapter 11 reorganization would achieve the most
successful financial outcome for the company and its constituents. Since financial
restructuring negotiations are ongoing, the treatment of existing creditor and stockholder
interests in the company is uncertain at this time. However, RCN has said that the
restructuring will likely result in a conversion of a substantial portion of its
outstanding Senior Notes into equity and an extremely significant, if not complete,
dilution of current equity. Accordingly, the value of RCN&#146;s securities is highly
speculative. The Company urges that appropriate caution be exercised with respect to
existing and future investments in any of the RCN&#146;s debt obligations or its Common
stock. </FONT></TD></TR></TABLE><BR>

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<TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>RCN
previously announced that it did not make interest payments of approximately $10.3
million, due January 15, 2004, on its 10-1/8% Senior Notes due 2010 (the &#147;10-1/8%
Senior Notes&#148;) and approximately $14.2 million, due February 15, 2004, on its 9.8%
Senior Discount Notes Due 2008 (the &#147;9.8% Senior Notes&#148;) within the 30-day grace
periods provided under the indentures governing those Senior Notes. As previously stated,
RCN, the Lenders and members of the Noteholders&#146; Committee have entered into and
subsequently extended forbearance agreements under which the Lenders and members of the
Noteholders&#146; Committee have agreed not to declare any Events of Default, which they
would be entitled but not required to do, under the RCN&#146;s senior credit facilities or
Senior Notes, respectively, as a result of the Company not making the interest payment on
the 10 1/8% Senior Notes and the 9.8% Senior Notes prior to the end of the applicable
grace periods and certain other defaults. If such declarations were made, the indebtedness
would become immediately due and payable. The current forbearance agreements will expire
at 11:59 p.m. on May 3, 2004, unless further extended. </FONT></TD></TR></TABLE><BR>

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<TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>RCN&#146;s
objective is to reach agreement on a consensual financial restructuring plan during the
current forbearance period. If financial restructuring negotiations were to proceed beyond
that period or were to end, however, additional forbearance, waiver and/or amendment
agreements would be needed to support RCN&#146;s continuing operations. In addition, in
the absence of an agreement on a consensual financial restructuring upon expiration of the
forbearance agreements, the Lenders and members of the Noteholders&#146; Committee who
hold 10-1/8% Senior Notes and 9.8% Senior Notes would be entitled, but not required, to
declare RCN&#146;s senior credit facilities and the outstanding 10-1/8% Senior Notes and
9.8% Senior Notes, respectively, immediately due and payable. </FONT></TD></TR></TABLE><BR>

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<TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Any
acceleration of amounts due under RCN&#146;s senior credit facilities or the 10-1/8%
Senior Notes or the 9.8% Senior Notes would, due to cross default provisions in the
Company&#146;s indentures governing its other senior notes, entitle, but not require, the
holders of RCN&#146;s other senior notes to declare the other senior notes immediately due
and payable. Holders of 10-1/8% Senior Notes or the 9.8% Senior Notes that are not members
of the Noteholders&#146; Committee are not subject to the terms of the forbearance
agreements. If acceleration of the Company&#146;s senior credit facilities and 10-1/8%
Senior Notes or the 9.8% Senior Notes were to occur, RCN would not, based on current and
expected liquidity, have sufficient cash to pay the amounts that would be payable. </FONT></TD></TR></TABLE><BR>

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<TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Although
RCN is actively pursuing discussions towards a final agreement on a consensual financial
restructuring, there can be no assurance that such an agreement will ultimately be
reached, that RCN would be able to obtain further extensions of its forbearance agreements
with the Lenders and members of the Noteholders&#146; Committee, or that holders of
10-1/8% Senior Notes or the 9.8% Senior Notes that are not members of the
Noteholders&#146; Committee will not declare an Event of Default under the 10-1/8% Senior
Notes or the 9.8% Senior Notes (which would terminate the forbearance agreement with
Lenders), or seek other remedies available under applicable law or the terms of the
10-1/8% Senior Notes or the 9.8% Senior Notes, prior to such time. RCN will continue to
apply substantial effort and resources to reaching a formal agreement on a consensual
financial restructuring while also continuing to evaluate the best alternatives for RCN
under current circumstances and as discussions and events unfold. </FONT></TD></TR></TABLE><BR>

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<TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>For
additional information about the restructuring process, please visit <U>www.rcntomorrow.com</U> </FONT></TD></TR></TABLE><BR>

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<TD>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ABOUT
RCN CORPORATION </FONT></H1></TD></TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>RCN
Corporation (Nasdaq: RCNC &#151; News) is the nation&#146;s first and largest
facilities-based competitive provider of bundled phone, cable and high speed internet
services delivered over its own fiber-optic local network to consumers in the most densely
populated markets in the U.S. RCN has more than one million customer connections and
provides service in Boston, New York, Philadelphia/Lehigh Valley, Chicago, San Francisco,
Los Angeles and Washington, D.C. metropolitan markets. </FONT></TD></TR></TABLE><BR>

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<TD>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>WHERE
YOU CAN FIND MORE INFORMATION </FONT></H1></TD></TR>
</TABLE>
<BR>

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<TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We,
as a reporting company, are subject to the informational requirements of the Exchange Act
and accordingly file our annual report on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K, proxy statements and other information with the SEC. You may
read and copy any materials filed with the SEC at the SEC&#146;s Public Reference Room at
450 Fifth Street, NW, Washington, D.C. 20549. Please call the SEC at (800) SEC-0330 for
further information on the Public Reference Room. As an electronic filer, our public
filings are maintained on the SEC&#146;s Internet site that contains reports, proxy and
information statements, and other information regarding issuers that file electronically
with the SEC. The address of that website is http://www.sec.gov. In addition, our annual
report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and
amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Exchange Act may be accessed free of charge through our website as soon as reasonably
practical after we have electronically filed such material with, or furnished it to, the
SEC. Since September 30, 2003, all reports pursuant to the Exchange Act that we have filed
with, or furnished to, the SEC have been timely posted on our website. The address of that
website is <U>www.rcn.com/investor/secfilings.php.</U> </FONT></TD></TR></TABLE><BR>

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<TD>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>RCN
FORWARD-LOOKING STATEMENTS </FONT></H1></TD></TR>
</TABLE>
<BR>

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<TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Some
of the statements made by RCN in these statements are forward-looking in nature. Actual
results may differ materially from those projected in forward-looking statements as a
result of a number of factors. RCN believes that the primary factors include, but are not
limited to, the ability to successfully complete a financial restructuring on a consensual
basis with some or all of RCN&#146;s relevant constituents or otherwise successfully to
reorganize, availability of financing, ability to obtain regulatory approvals, uncertainty
relating to economic conditions, ability to attract and retain qualified management and
other personnel, changes in government and regulatory policies, pricing and availability
of equipment, materials, inventory and programming, our ability to meet the requirements
in our franchise agreements, the number of potential customers in a target market, the
completion of acquisitions or divestitures, acceptance of the Company&#146;s services,
development and implementation of business support systems for provisioning and billing,
the availability and success of strategic alliances or relationships, ability to overcome
significant operating losses, RCN&#146;s ability to develop and penetrate existing and new
markets, technological developments and changes in the industry, changes in the
competitive environment in which RCN operates and RCN&#146;s ability to adequately
identify and disclose material information in future filings with the Securities and
Exchange Commission. Statements in this press release should be evaluated in light of
these important factors. </FONT></TD></TR></TABLE><BR>

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<TD>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Restructuring
Information: <U>www.rcntomorrow.com</U> </FONT></P></TD></TR>
</TABLE>
<BR>


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8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to
Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 19, 2004 (April 15, 2004)
Date
of Report (Date of earliest event reported)
RCN Corporation
(Exact Name of Registrant as
specified in its charter)
Delaware
0-22825
22-3498533
(State or Other Jurisdiction
of Incorporation or Organization)
(Commission
File Number)
(IRS Employer
Identification No.)
105 Carnegie Center
Princeton, NJ 08540-6215
(Address of principal executive offices,
including zip code)
(609) 734-3700
Registrant's
telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Item
5.     Other Events and Required FD Disclosure
On
April 15, 2004, RCN Corporation announced that negotiations with its senior secured
lenders (the "Lenders"), members of an ad hoc committee of holders of its Senior
Notes (the "Noteholders' Committee") and others on a consensual financial
restructuring of its balance sheet are continuing. In connection with these negotiations,
RCN said that it has chosen to defer the decision to make interest payments scheduled to
be made on April 15, 2004, of approximately $8.0 million with respect to its 10% Senior
Notes due 2007 (the "10% Senior Notes") and approximately $17.6 million with
respect to its 11.125% Senior Discount Notes due 2007 (the "11.125% Senior
Notes"). The press release with respect thereto is attached hereto as Exhibit 99.1.
Item
7.      Financial Statements and Exhibits.
(a)
Exhibits
Exhibit 99.1
   RCN Corporation Press Release dated April 15, 2004.
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.
RCN Corporation
By:
/s/ W. Terrell Wingfield, Jr.
Name:
W. Terrell Wingfield, Jr.
Title:
General Counsel and Corporate Secretary
Date: April 19, 2004
EXHIBIT
INDEX
Exhibit No.
99.1
RCN
Corporation Press Release dated April 15, 2004.
Exhibit
99.1
105
Carnegie Center
Princeton, NJ 08540
Contact:
Barak Bar-Cohen,
RCN Public Relations, 609-919-8144
Jim Downing, RCN Investor Relations, 609-734-3718
Restructuring
Information: www.rcntomorrow.com
RCN
Holding Company Continues Financial Restructuring Negotiations;
Defers Decision to Make Interest Payments Scheduled For April 15, 2004
on 10% Senior Notes and 11.125% Senior Notes
PRINCETON,
N.J., April 15, 2004 — RCN Corporation (Nasdaq: RCNC), as previously announced, is
continuing negotiations on a collaborative basis with its senior secured lenders (the
"Lenders"), an ad hoc committee of holders of its Senior Notes (the
"Noteholders' Committee") and others regarding a consensual financial
restructuring of its balance sheet. RCN said that it remains hopeful that these
negotiations will lead to agreement on a successful consensual financial restructuring
plan in the near term, although there is no assurance this will occur. In connection with
these negotiations, RCN said that it has chosen to defer the decision to make interest
payments scheduled to be made on April 15, 2004, of approximately $8.0 million with
respect to its 10% Senior Notes due 2007 (the "10% Senior Notes") and
approximately $17.6 million with respect to its 11.125% Senior Discount Notes due 2007
(the "11.125% Senior Notes"). In the event that RCN does not make these interest
payments within 30 days beginning April 15, 2004, Events of Default would arise with
respect to the 10% Senior Notes and the 11.125% Senior Notes and entitle, but not require,
holders thereof to declare the outstanding 10% Senior Notes and 11.125% Senior Notes,
respectively, immediately due and payable.
RCN
has said that it expects any financial restructuring to be implemented through a
reorganization of the Company under chapter 11. The Company believes that a consensual
financial restructuring pursuant to a chapter 11 reorganization would achieve the most
successful financial outcome for the company and its constituents. Since financial
restructuring negotiations are ongoing, the treatment of existing creditor and stockholder
interests in the company is uncertain at this time. However, RCN has said that the
restructuring will likely result in a conversion of a substantial portion of its
outstanding Senior Notes into equity and an extremely significant, if not complete,
dilution of current equity. Accordingly, the value of RCN's securities is highly
speculative. The Company urges that appropriate caution be exercised with respect to
existing and future investments in any of the RCN's debt obligations or its Common
stock.
RCN
previously announced that it did not make interest payments of approximately $10.3
million, due January 15, 2004, on its 10-1/8% Senior Notes due 2010 (the "10-1/8%
Senior Notes") and approximately $14.2 million, due February 15, 2004, on its 9.8%
Senior Discount Notes Due 2008 (the "9.8% Senior Notes") within the 30-day grace
periods provided under the indentures governing those Senior Notes. As previously stated,
RCN, the Lenders and members of the Noteholders' Committee have entered into and
subsequently extended forbearance agreements under which the Lenders and members of the
Noteholders' Committee have agreed not to declare any Events of Default, which they
would be entitled but not required to do, under the RCN's senior credit facilities or
Senior Notes, respectively, as a result of the Company not making the interest payment on
the 10 1/8% Senior Notes and the 9.8% Senior Notes prior to the end of the applicable
grace periods and certain other defaults. If such declarations were made, the indebtedness
would become immediately due and payable. The current forbearance agreements will expire
at 11:59 p.m. on May 3, 2004, unless further extended.
RCN's
objective is to reach agreement on a consensual financial restructuring plan during the
current forbearance period. If financial restructuring negotiations were to proceed beyond
that period or were to end, however, additional forbearance, waiver and/or amendment
agreements would be needed to support RCN's continuing operations. In addition, in
the absence of an agreement on a consensual financial restructuring upon expiration of the
forbearance agreements, the Lenders and members of the Noteholders' Committee who
hold 10-1/8% Senior Notes and 9.8% Senior Notes would be entitled, but not required, to
declare RCN's senior credit facilities and the outstanding 10-1/8% Senior Notes and
9.8% Senior Notes, respectively, immediately due and payable.
Any
acceleration of amounts due under RCN's senior credit facilities or the 10-1/8%
Senior Notes or the 9.8% Senior Notes would, due to cross default provisions in the
Company's indentures governing its other senior notes, entitle, but not require, the
holders of RCN's other senior notes to declare the other senior notes immediately due
and payable. Holders of 10-1/8% Senior Notes or the 9.8% Senior Notes that are not members
of the Noteholders' Committee are not subject to the terms of the forbearance
agreements. If acceleration of the Company's senior credit facilities and 10-1/8%
Senior Notes or the 9.8% Senior Notes were to occur, RCN would not, based on current and
expected liquidity, have sufficient cash to pay the amounts that would be payable.
Although
RCN is actively pursuing discussions towards a final agreement on a consensual financial
restructuring, there can be no assurance that such an agreement will ultimately be
reached, that RCN would be able to obtain further extensions of its forbearance agreements
with the Lenders and members of the Noteholders' Committee, or that holders of
10-1/8% Senior Notes or the 9.8% Senior Notes that are not members of the
Noteholders' Committee will not declare an Event of Default under the 10-1/8% Senior
Notes or the 9.8% Senior Notes (which would terminate the forbearance agreement with
Lenders), or seek other remedies available under applicable law or the terms of the
10-1/8% Senior Notes or the 9.8% Senior Notes, prior to such time. RCN will continue to
apply substantial effort and resources to reaching a formal agreement on a consensual
financial restructuring while also continuing to evaluate the best alternatives for RCN
under current circumstances and as discussions and events unfold.
For
additional information about the restructuring process, please visit
www.rcntomorrow.com
ABOUT
RCN CORPORATION
RCN
Corporation (Nasdaq: RCNC — News) is the nation's first and largest
facilities-based competitive provider of bundled phone, cable and high speed internet
services delivered over its own fiber-optic local network to consumers in the most densely
populated markets in the U.S. RCN has more than one million customer connections and
provides service in Boston, New York, Philadelphia/Lehigh Valley, Chicago, San Francisco,
Los Angeles and Washington, D.C. metropolitan markets.
WHERE
YOU CAN FIND MORE INFORMATION
We,
as a reporting company, are subject to the informational requirements of the Exchange Act
and accordingly file our annual report on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K, proxy statements and other information with the SEC. You may
read and copy any materials filed with the SEC at the SEC's Public Reference Room at
450 Fifth Street, NW, Washington, D.C. 20549. Please call the SEC at (800) SEC-0330 for
further information on the Public Reference Room. As an electronic filer, our public
filings are maintained on the SEC's Internet site that contains reports, proxy and
information statements, and other information regarding issuers that file electronically
with the SEC. The address of that website is http://www.sec.gov. In addition, our annual
report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and
amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Exchange Act may be accessed free of charge through our website as soon as reasonably
practical after we have electronically filed such material with, or furnished it to, the
SEC. Since September 30, 2003, all reports pursuant to the Exchange Act that we have filed
with, or furnished to, the SEC have been timely posted on our website. The address of that
website is
www.rcn.com/investor/secfilings.php.
RCN
FORWARD-LOOKING STATEMENTS
Some
of the statements made by RCN in these statements are forward-looking in nature. Actual
results may differ materially from those projected in forward-looking statements as a
result of a number of factors. RCN believes that the primary factors include, but are not
limited to, the ability to successfully complete a financial restructuring on a consensual
basis with some or all of RCN's relevant constituents or otherwise successfully to
reorganize, availability of financing, ability to obtain regulatory approvals, uncertainty
relating to economic conditions, ability to attract and retain qualified management and
other personnel, changes in government and regulatory policies, pricing and availability
of equipment, materials, inventory and programming, our ability to meet the requirements
in our franchise agreements, the number of potential customers in a target market, the
completion of acquisitions or divestitures, acceptance of the Company's services,
development and implementation of business support systems for provisioning and billing,
the availability and success of strategic alliances or relationships, ability to overcome
significant operating losses, RCN's ability to develop and penetrate existing and new
markets, technological developments and changes in the industry, changes in the
competitive environment in which RCN operates and RCN's ability to adequately
identify and disclose material information in future filings with the Securities and
Exchange Commission. Statements in this press release should be evaluated in light of
these important factors.
Restructuring
Information:
www.rcntomorrow.com
###