RCN Corporation Sets Record Date For Ownership of Allowed Class 5 General Unsecured Claims Entitled to Subscribe to Convertible Second Lien Notes

RCN Corporation Sets Record Date For Ownership of Allowed Class 5 General Unsecured Claims Entitled to Subscribe to Convertible Second Lien Notes

Clarifies Requirement Concerning Evidence of Holdings

PRINCETON, N.J., Dec. 7 /PRNewswire-FirstCall/ -- RCN Corporation today announced that Friday, December 3, 2004, had been established as the record date for ownership of Allowed Class 5 General Unsecured Claims by Qualified Purchasers (as such term is defined in the Confidential Private Offering Circular dated December 3, 2004) who desire to subscribe for RCN's 7.375% Convertible Second Lien Notes due 2012 (the "New Notes"). The principal amount of such Allowed Class 5 General Unsecured Claims held on such record date by a Qualified Purchaser whose subscription for New Notes is accepted will be used as the basis for proration if the offering is oversubscribed. Qualified Purchasers wishing to subscribe for New Notes must provide evidence (such as a security position listing, a letter from a nominee or other record holder, etc.) of their ownership of an Allowed Class 5 General Unsecured Claim as of the record date.

Other than as amended hereby, the terms of the offering set forth in the Confidential Private Offering Circular dated December 3, 2004, relating to RCN's 7.375% Convertible Second Lien Notes due 2012 remain in full force and effect.

This notice does not constitute an offer to sell or the solicitation of any offer to buy any securities. As set forth in the Confidential Private Offering Circular dated December 3, 2004, the offering is made only to institutional "accredited investors" within the meaning of Rule 501 of Regulation D under the Securities Act of 1933 and "qualified institutional buyers" under Rule 144A of the Securities Act. No offer is made to, nor will any subscription be accepted from, any person who is not an institutional accredited investor or qualified institutional buyer. The securities to be offered have not been registered under the Securities Act of 1933, or any state securities laws, and unless so registered may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

About RCN Corporation

RCN Corporation (Pink Sheets: RCNCQ) 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 provides service in the Boston, New York, Eastern Pennsylvania, Chicago, San Francisco and Los Angeles metropolitan markets. RCN also holds a 50% LLC membership interest in Starpower, which serves the Washington, D.C. metropolitan area.

Where The Reader Can Find More Information

RCN, as a reporting company, is subject to the informational requirements of the Exchange Act and accordingly files its annual report on Form 10-K, which was filed on March 30, 2004, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other information with the SEC. Materials filed with the SEC may be read and copied 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, RCN's 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, RCN's 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 RCN has electronically filed such material with, or furnished it to, the SEC. Since September 30, 2003, all reports pursuant to the Exchange Act that RCN has filed with, or furnished to, the SEC have been timely posted on our website. The address of that website is http://www.rcn.com/investor/secfilings.php.

RCN Forward-Looking Statements

This press release contains forward-looking statements regarding future events and future performance of RCN that involve risks and uncertainties that could materially affect actual results. This information is qualified in its entirety by cautionary statements and risk factors disclosure contained in certain of RCN's Securities and Exchange Commission filings. For a description of certain factors that could cause actual results to vary from current expectations and forward-looking statements contained in this press release, refer to documents that RCN files from time to time with the Securities and Exchange Commission.


Source: RCN Corporation

CONTACT: RCN Subscription Offer, +1-212-735-3565,
rcnoffer@skadden.com

Web site: http://www.rcn.com/investor/secfilings.php
http://www.rcntomorrow.com/


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