SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CORECOMM HOLDCO, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
21869T102
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(CUSIP Number)
Michael C. Forman, Esquire
Klehr, Harrison, Harvey, Branzburg & Ellers LLP
260 South Broad Street
Philadelphia, PA 19102
(215) 569-4284
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JULY 1, 2002
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g),
check the following box [ ].
Page 1 of 5 Pages
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CUSIP NO. 21869T102 13D PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael Karp
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
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NUMBER OF 7 SOLE VOTING POWER
SHARES 9,608,697
BENEFICIALLY -------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH None
REPORTING -------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 9,608,697
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,200,000 (1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.0%(2)
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14 TYPE OF REPORTING PERSON
IN
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(1) Includes (i) 9,608,697 shares of Common Stock held by the Reporting Person,
and (ii) 591,303 shares of Common Stock held by The Florence Karp Trust. The
Reporting Person disclaims beneficial ownership of the shares of Common Stock
held by The Florence Karp Trust, and this report shall not be deemed an
admission that the Reporting Person is the beneficial owner of such shares of
Common Stock for purposes of Section 13 of the Securities Exchange Act of 1934
or for any other purpose.
(2) Based upon 30,000,054 shares of Common Stock issued and outstanding, as
reported by CoreComm Holdco, Inc. (the "Company") in amendment no. 2 to its
registration statement on Form S-4, filed with the Securities and Exchange
Commission on May 15, 2002.
Item 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the shares of Common Stock,
par value $0.01 per share (the "Common Stock"), of CoreComm Holdco, Inc., a
Delaware corporation (the "Company"). The Company has its principal executive
offices at 50 Monument Road, Bala Cynwyd, Pennsylvania, 19004 and 110 East 59th
Street, 26th Floor, New York, New York, 10022.
Item 2. IDENTITY AND BACKGROUND.
(a) Michael Karp.
(b) c/o University City Housing Company, 1062 East Lancaster
Avenue, Suite 30-B, Rosemont, Pennsylvania 19010.
(c) President and Chief Executive Officer of University City
Housing Company.
(d) None.
(e) None.
(f) Pennsylvania.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Prior to December 2001, the Reporting Person and The Florence Karp
Trust held Senior Unsecured Notes due September 29, 2003 (the "Notes") of
CoreComm Limited, a Delaware corporation ("Limited") and shares of Series B
Senior Convertible Exchangeable Preferred Stock, par value $0.01 per share (the
"Series B Preferred" and together with the Notes, the "Securities"), of Limited.
Pursuant to an Exchange Agreement, dated December 14, 2001, by and among the
Company, Limited and each of the security holders party thereto (the "Exchange
Agreement"), the Reporting Person and The Florence Karp Trust exchanged the
Securities for 3,202,899 shares of Common Stock and 197,101 shares of Common
Stock, respectively. On April 12, 2002 the Board of Directors of the Company
declared a 3-for-1 stock dividend with respect to the shares of Common Stock.
Item 4. PURPOSE OF TRANSACTION.
The Reporting Person may acquire and dispose of securities of the
Company as permitted by applicable securities laws and the terms and conditions
of the Exchange Agreement.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Person beneficially owns 10,200,000 shares of Common
Stock, which includes (i) 9,608,697 shares of Common Stock held by the Reporting
Person, and (ii) 591,303 shares of Common Stock held by The Florence Karp Trust.
The 10,200,000
Page 3 of 5 Pages
shares of Common Stock beneficially owned by the Reporting Person constitute
34.0% of the issued and outstanding Common Stock. This calculation is based upon
30,000,054 shares of Common Stock issued and outstanding, as reported by the
Company in amendment no. 2 to its registration statement on Form S-4, filed with
the Securities and Exchange Commission on May 15, 2002.
The Reporting Person disclaims beneficial ownership of the shares of
Common Stock held by The Florence Karp Trust, and this report shall not be
deemed an admission that the Reporting Person is the beneficial owner of such
shares of Common Stock for purposes of Section 13 of the Securities Exchange Act
of 1934 or for any other purpose.
(b) The Reporting Person has the sole power to vote and to dispose of
9,608,697 shares of Common Stock. The Reporting Person does not share power to
vote or to dispose of any shares of Common Stock.
(c) There were no transactions by the Reporting Person or The Florence
Karp Trust during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Pursuant to the Exchange Agreement, the Reporting Person and The
Florence Karp Trust are subject to certain restrictions regarding the
disposition and voting of securities of the Company.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
The Exchange Agreement has been filed as Exhibit 2.1 to the Company's
registration statement on Form S-1, filed with the Securities and Exchange
Commission on February 8, 2002.
Page 4 of 5 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information in this statement is true, complete and correct.
Dated: July 11, 2002
/s/ MICHAEL KARP
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Michael Karp
Page 5 of 5 Pages