SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) APRIL 17, 2002
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CORECOMM LIMITED
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-31359 23-3032245
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
110 East 59th Street, New York, New York 10022
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code (212) 906-8485
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(Former Name or Former Address, if Changed Since Last Report)
Item 7. Financial Statements and Exhibits.
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Exhibits
99.1 Press release, issued April 17, 2002.
Item 9. Regulation FD Disclosure.
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CoreComm Limited and CoreComm Holdco, Inc. announced today that CoreComm Holdco
had filed an amendment to its Form S-4 Registration Statement, which includes an
amended exchange offer prospectus, with the SEC.
SIGNATURES
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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 thereunto duly authorized.
CORECOMM LIMITED
(Registrant)
By: /s/ Michael A. Peterson
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Name: Michael A. Peterson
Title: Executive Vice President,
Chief Operating Officer and
Chief Financial Officer
Dated: April 17, 2002
EXHIBIT INDEX
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Exhibit Page
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99.1 Press release, issued April 17, 2002
Exhibit 99.1
CORECOMM LOGO
FOR IMMEDIATE RELEASE
CORECOMM ANNOUNCES FILING OF AMENDED S-4 REGISTRATION STATEMENT
New York, New York (April 17, 2002) - CoreComm Limited (Nasdaq: COMM),
and CoreComm Holdco, Inc. announced today that CoreComm Holdco had filed an
amendment to its Form S-4 Registration Statement, which includes an amended
exchange offer prospectus, with the SEC. Under the public exchange offers,
CoreComm Holdco is offering its shares of common stock in exchange for CoreComm
Limited's common stock and CoreComm Limited's 6% Convertible Subordinated Notes
due 2006. CoreComm Holdco is the new, recapitalized company and the exchange
offer represents an opportunity for existing CoreComm Limited shareholders to
receive shares in CoreComm Holdco.
The amended filing of the exchange offer marks continued progress
towards the completion of the final phase of the Companies' previously announced
plan of recapitalization. The Companies closed on the recapitalization
transactions with substantially all of the debt and preferred stock holders in
December 2001. Approximately 65.2% of CoreComm Limited's outstanding shares have
already been tendered in the public exchange offer.
The board of directors of CoreComm Limited believes that the public
exchange offers represent the best value for CoreComm Limited's shareholders,
and it unanimously recommends that all CoreComm Limited shareholders participate
in the exchange offers.
If the exchange offer is not successful, CoreComm Limited may be
delisted from the Nasdaq National Market soon. This could have an adverse effect
on the price and liquidity of CoreComm Limited's common stock. If the exchange
offers and related transactions are successfully completed, Nasdaq will transfer
the listing to CoreComm Holdco, which will be the publicly traded company.
The companies also announced that the public exchange offers have been
extended until midnight, May 10, 2002. Investors are encouraged to read the
information regarding the exchange offers at the end of this release, which
describes where you can get more information.
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The foregoing reference to the exchange offers shall not constitute an
offer to sell or the solicitation of an offer to buy, nor shall there be any
sale of shares of common stock of CoreComm Holdco in any state in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state. Investors and
security holders are urged to read the following documents (including amendments
that may be made to them), regarding the exchange offers because they contain
important information:
- CoreComm Holdco's preliminary prospectus, prospectus supplements and
final prospectus;
- CoreComm Holdco's registration statement on Form S-4,
containing such documents and other information; and
- CoreComm Holdco's Schedule TO.
These documents and amendments and supplements to these documents have
been and will continue to be filed, as they may be amended and supplemented,
with the Securities and Exchange Commission. When these and other documents are
filed with the SEC, they may be obtained free at the SEC's web site at
www.sec.gov. You may also obtain for free each of these documents (when
available) from CoreComm Holdco by directing your request to the number listed
below.
For further information regarding the exchange offers, including
obtaining additional copies of the exchange offer materials, we encourage you
to contact the information agent:
D.F. King & Co., Inc.
77 Water Street
New York, New York 10005
Banks and Brokers Call Collect: (212) 269-5550
All Others Call Toll Free: (800) 848-2998
For further information please contact:
Winston Black, Director - Corporate Development at (212) 906-8485.