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. 1)
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
-------------------------------------------------------------------------------
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. 1 (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 (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 on February 8, 2002 of a
registration statement on Form S-4 (the "Registration Statement"),
regarding offers (the "Exchange Offers") by Holdco to exchange:
o 1/116.7 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
o 3.0349 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 October 1, 2001 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, dated February 8,
2002 (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. 1 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 4. Terms of the Transaction.
The expiration date for the Exchange Offers set forth in the
Schedule TO as 12:00 Midnight, New York City time, on March 8, 2002, is
hereby amended and extended to 5:00 P.M., New York City time, on April 8,
2002, unless Holdco terminates the Exchange Offers or extends the
expiration date of the Exchange Offers. On March 8, 2002, Holdco issued a
press release announcing the extension of the expiration date of the
Exchange Offers. The press release is attached hereto as Exhibit
12(a)(1)(x) and 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/ GREGG N. GORELICK
--------------------------------------
Name: Gregg N. Gorelick
Title: Senior Vice President--
Controller and Treasurer
Date: March 13, 2002
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
----------- -----------
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)(2) Not applicable
12(a)(3) Not applicable
12(a)(4) Preliminary Prospectus dated the date hereof
(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
____________________
* Previously filed on Schedule TO.
EXHIBIT 12(a)(1)(x)
[CORECOMM LIMITED LOGO]
FOR IMMEDIATE RELEASE
CORECOMM LIMITED AND CORECOMM HOLDCO ANNOUNCE
EXTENSION OF EXPIRATION DATE FOR EXCHANGE OFFERS
New York, New York (March 8, 2002) - CoreComm Limited (Nasdaq:
COMM) and its formerly wholly-owned subsidiary CoreComm Holdco, Inc.
announced today the extension of the expiration date of the registered
public exchange offers by CoreComm Holdco until 5 P.M., New York City time,
on April 8, 2002, unless CoreComm Holdco terminates the exchange offers or
extends the expiration date. The exchange offers were previously scheduled
to expire at Midnight, New York City time, on March 8, 2002. CoreComm
Holdco is extending the registered public exchange offers because the
Securities and Exchange Commission is still in the process of reviewing the
registration statement on Form S-4 that CoreComm Holdco filed with the SEC
in connection with the exchange offers.
In the exchange offers, the holders of CoreComm Limited securities
are being asked to tender: (1) each share of CoreComm Limited common stock
they hold for 1/116.7 of a share of common stock of CoreComm Holdco
(subject to rounding); and (2) each $1,000 aggregate principal amount of
CoreComm Limited's 6% Convertible Subordinated Notes they hold, for 3.0349
shares of common stock of CoreComm Holdco (subject to rounding) and $30 in
cash.
Continental Stock Transfer & Trust Company, the depositary for the
exchange offers, has advised CoreComm Holdco that approximately 80,433,523
shares of CoreComm Limited common stock (approximately 57.3% of the
outstanding shares) and $192,000 aggregate principal amount of CoreComm
Limited's 6% Convertible Subordinated Notes (approximately 4.0% of the
outstanding principal amount not held by CoreComm Holdco) have been
tendered and not withdrawn as of 4 P.M., New York City time, on March 8,
2002, in response to the exchange offers. The exchange offers are subject
to the terms and conditions set forth in the preliminary prospectus, dated
February 8, 2002, and the related letters of transmittal, which constitute
the exchange offers. 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.
*******
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 tock 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 any other information contact: Selim Kender, Vice President -
Corporate Development at (212) 906-8485.