SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
CORECOMM LIMITED
(NAME OF SUBJECT COMPANY (ISSUER))
CORECOMM HOLDCO, INC. (OFFEROR)
(NAME OF FILING PERSONS (IDENTIFYING STATUS AS OFFEROR, ISSUER OR OTHER PERSON)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
6% CONVERTIBLE SUBORDINATED NOTES DUE 2006
(TITLE OF CLASS OF SECURITIES)
21869Q108
21869NAA3
21869NAB1
21869NAC9
(CUSIP NUMBERS OF CLASSES OF SECURITIES)
MICHAEL A. PETERSON THOMAS H. KENNEDY, ESQ.
EXECUTIVE VICE PRESIDENT, CHIEF OPERATING SKADDEN, ARPS, SLATE, MEAGHER
OFFICER AND CHIEF FINANCIAL OFFICER & FLOM LLP
CORECOMM HOLDCO, INC. FOUR TIMES SQUARE
110 EAST 59TH STREET, 26TH FLOOR NEW YORK, NEW YORK 10036
NEW YORK, NEW YORK 10022 (212) 735-3000
(212) 906-8485
(NAME, ADDRESS AND TELEPHONE NUMBERS OF PERSONS AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
---------------------- --------------------
$15,921,184 $1,465
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* Estimated for purposes of calculating the amount of the filing fee only, in
accordance with Rule 0-11(b)(2) under the Securities Exchange Act of 1934,
as amended. The amount of the filing fee, calculated in accordance with Rule
0-11(b) of the Exchange Act, equals 92/1,000,000 of the transaction
valuation. The amount of the transaction valuation attributable to the
shares of CoreComm Limited common stock equals $14,337,851, calculated by
multiplying (1) $0.0945, the average of the high and low sale prices per
share of CoreComm Limited common stock on February 5, 2002, as reported by
the Nasdaq National Market times (2) 151,723,284 shares of CoreComm Limited
common stock (including shares issuable pursuant to the exercise of CoreComm
Limited warrants) estimated to be received by CoreComm Holdco, Inc. pursuant
to the exchange offers. The aggregate principal amount of the 6% Convertible
Subordinated Notes due 2006 of CoreComm Limited sought for exchange equals
$4,750,000. Under Rule 0-11(a)(4) of the Exchange Act, because there is no
market for the 6% Convertible Subordinated Notes due 2006 of CoreComm
Limited and because CoreComm Limited has an accumulated capital deficit,
only one third of such amount, or $1,583,333, is considered to be the
transaction valuation for purposes of calculating the filing fee, resulting
in a total transaction valuation of $15,921,184.
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number or the Form or Schedule and the date of its filing.
Amount Previously Paid: $1,465
Filing Party: CoreComm Holdco, Inc.
Form or Registration No.: Form S-4 and Schedule TO
Date Filed: February 8, 2002
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
This Amendment No. 3 (the "Amendment") amends and supplements the
Tender Offer Statement on Schedule TO filed with the Securities and Exchange
Commission (the "SEC") by CoreComm Holdco, Inc. ("Holdco"), a Delaware
corporation, on February 8, 2002 and amended by Amendment No. 1 thereto filed
March 13, 2002 and Amendment No. 2 filed April 8, 2002 (as so amended, the
"Schedule TO"). The Schedule TO is being filed under the Securities Act of 1933,
as amended, in connection with the filing of a registration statement on Form
S-4 on February 8, 2002 and amended by Amendment No. 1 thereto filed on April
15, 2002 (as so amended, the "Registration Statement"), regarding offers (the
"Exchange Offers") by Holdco to exchange:
- 1/38.9 of a share of its common stock, par value $0.01 per share, together
with the associated rights to purchase shares of Holdco's Series A junior
participating preferred stock which are attached to each share of common
stock (collectively, the "Holdco Common Stock") (rounded up to the nearest
whole share for each unaffiliated holder) for each validly tendered and
accepted share of common stock, par value $0.01 per share of CoreComm
Limited ("Limited"), a Delaware corporation; and
- 9.1047 shares of Holdco Common Stock (rounded up to the nearest whole share
for each unaffiliated holder) and $30.00 in cash (which is equal to the
amount of the April 1, 2002 interest payment that has not been paid), net
without interest, for each $1,000 in aggregate principal amount of 6%
Convertible Subordinated Notes due 2006 of Limited that is validly tendered
and accepted.
The Exchange Offers are being made upon the terms and subject to the
conditions set forth in the preliminary prospectus which is a part of the
Registration Statement (the "Prospectus") and the related letters of transmittal
(the "Letters of Transmittal"). Copies of the Prospectus and the Letters of
Transmittal are incorporated herein by reference to the Registration Statement.
The information in the Prospectus and the Letters of Transmittal, any
prospectus supplement or any amendment thereto related to the Exchange Offers
hereafter filed with the SEC by Holdco, is incorporated by reference in response
to all the items of this Schedule TO, except as otherwise set forth below.
This Amendment No. 3 to the Tender Offer Statement on Schedule TO is
filed in satisfaction of the reporting requirements of Rule 13e-4(c)(3)
promulgated under the Securities Act of 1934, as amended.
ITEM 1. SUMMARY TERM SHEET.
Item 1 of the Schedule TO is hereby amended and restated in its
entirety as follows:
The information set forth in the sections of the Prospectus entitled
"Questions and Answers About the Exchange Offers" and "Prospectus Summary" is
incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
Section (b) of Item 2 of the Schedule TO is hereby amended and restated
in its entirety as follows:
(b) The information set forth in the section of the Prospectus entitled
"Matters Relating to Outstanding Securities" is incorporated herein by
reference.
ITEM 4. TERMS OF THE TRANSACTION.
Item 4 of the Schedule TO is hereby amended and supplemented as
follows:
The expiration date for the Exchange Offers set forth in the Schedule
TO as 5:00 P.M., New York City time, on May 8, 2002, is hereby amended and
extended to 12:00 Midnight, New York City time, on May 10, 2002, unless Holdco
terminates the Exchange Offers or extends the expiration date of the Exchange
Offers.
ITEM 5. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
Item 5 of the Schedule TO is hereby amended and restated in its
entirety as follows:
The information set forth in the sections of the Prospectus entitled
"Certain Relationships and Related Transactions," "Prospectus Summary"
"Information About CoreComm Limited - Options" and "Description of Capital
Stock" is incorporated herein by reference. Each of Limited and Holdco are
parties to an exchange agreement which is described in the section of the
Prospectus entitled "Certain Relationships and Related Transactions -
Intercompany Exchange Agreement." Each of Michael Karp, The Florence Karp Trust,
Thomas Gravina, Barclay Knapp, George Blumenthal, Richard Lubasch, Booth
American Company, Debra Buruchian and Ted H. McCourtney and Limited and Holdco
are parties to an exchange agreement which is described in the section of the
Prospectus entitled "Description of Capital Stock - The Exchange Agreement."
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
Sections (c)(1) and (c)(6) of Item 6 of the Schedule TO are hereby
amended and restated in their entirety as follows:
(c) (1) The information set forth in the sections of the Prospectus
entitled "Questions and Answers About the Exchange Offers" and "The
Exchange Offers - Effect of the Exchange Offers" is incorporated herein
by reference.
(6) The information set forth in the sections of the Prospectus
entitled "The Exchange Offers - Effect of the Exchange Offers -
Transfer of Nasdaq listing," "Questions and Answers About the Exchange
Offers - What are
the consequences if less than 90% of the outstanding shares of CoreComm
Limited common stock are tendered?" and Risk Factors - Risk Factors
Relating To The Exchange Offers: If you fail to tender your shares of
CoreComm Limited common stock we may not be able to complete the Holdco
recapitalization and shares of CoreComm Limited common stock will
likely be delisted from the Nasdaq National Market" is incorporated
herein by reference.
Section (c)(7) of Item 6 of the Schedule TO is hereby amended and
supplemented to add to the end thereof the following:
The information set forth in the section of the Prospectus entitled
"Risk Factors - Risk Factors Relating To The Exchange Offers: CoreComm
Limited common stock's registration under the Exchange Act could be
terminated if the Holdco recapitalization is not completed" is
incorporated herein by reference.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
CoreComm Holdco, Inc.
By: /S/ MICHAEL A. PETERSON
-------------------------------------
Name: Michael A. Peterson
Title: Executive Vice President,
Chief Operating Officer and
Chief Financial Officer
Date: April 15, 2002
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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12(a)(1)(i) Letter of Transmittal Relating to Limited Common Stock
(incorporated by reference to Exhibit 99.1 to the Registration
Statement)
12(a)(1)(ii) Letter of Transmittal Relating to Public Notes (incorporated
by reference to Exhibit 99.2 to the Registration Statement)
12(a)(1)(iii) Notice of Guaranteed Delivery Relating to Limited Common Stock
(incorporated by reference to Exhibit 99.3 to the Registration
Statement)
12(a)(1)(iv) Notice of Guaranteed Delivery Relating to Public Notes
(incorporated by reference to Exhibit 99.4 to the Registration
Statement)
12(a)(1)(v) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees (incorporated by reference to Exhibit 99.5
to the Registration Statement)
12(a)(1)(vi) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees (incorporated by
reference to Exhibit 99.6 to the Registration Statement)
12(a)(1)(vii) Letter to Holders of Limited Common Stock (incorporated by
reference to Exhibit 99.7 to the Registration Statement)
12(a)(1)(viii) Letter to Holders of Public Notes (incorporated by reference
to Exhibit 99.8 to the Registration Statement)
12(a)(1)(ix) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9 (incorporated by reference to Exhibit
99.9 to the Registration Statement)
12(a)(1)(x) Press Release dated March 8, 2002*
12(a)(1)(xi) Press Release dated April 8, 2002*
12(a)(2) Not applicable
12(a)(3) Not applicable
12(a)(4) Preliminary Prospectus dated April 15, 2002 (incorporated by
reference to the Registration Statement)
12(a)(5) First Amended Complaint and Plaintiff's Motion for the
Issuance of a Preliminary Injunction in the matter of
WXIII/Far Yale Gen-Par, LLC, as
General Partner of WXIII/Far Yale Real Estate Limited
Partnership vs. CoreComm Communications, Inc.; and CoreComm
Limited*
12(b) Not applicable
12(d)(1) CoreComm Limited 1998 Stock Option Plan (incorporated by
reference to Exhibit 10.2 to CoreComm Limited's, a Bermuda
corporation and predecessor to CoreComm Limited, registration
statement on Form 10-12G/A, file no. 000-24521)*
12(d)(2) CoreComm Limited 1999 Stock Option Plan (incorporated by
reference to Exhibit 10.5 to CoreComm Limited's, a Bermuda
corporation and predecessor to CoreComm Limited, annual report
on Form 10-K, filed on March 22, 1999)*
12(d)(3) CoreComm Limited 2000 Stock Option Plan (incorporated by
reference to Annex B to CoreComm Limited's Definitive Proxy
Statement on Schedule 14A for its Annual Meeting of
Shareholders filed on April 27, 2000)*
12(d)(4) CoreComm Limited 2000 Special Stock Option Plan (incorporated
by reference to Exhibit 4.5 to CoreComm Limited's, a Bermuda
corporation and predecessor to CoreComm Limited, registration
statement on Form S-8, file no. 333-33970)*
12(d)(5) CoreComm Limited 2000 Special ATX Stock Option Plan
(incorporated by reference to Exhibit 10.50 to the
registration statement on Form S-1/A, file no. 333-47984)*
12(d)(6) CoreComm Limited 2000 Special Voyager Stock Option Plan
(incorporated by reference to Exhibit 10.51 to the
registration statement on Form S-1/A, file no. 333-47984)*
12(g) Not applicable
12(h) Not applicable
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* Previously filed on Schedule TO.