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. 2)
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
Executive Vice President, Chief Operating
Officer and Chief Financial Officer Thomas H. Kennedy, Esq.
CoreComm Holdco, Inc. Skadden, Arps, Slate, Meagher & Flom LLP
110 East 59th Street, 26th Floor Four Times Square
New York, New York 10022 New York, New York 10036
(212) 906-8485 (212) 735-3000
(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
_______________________________________________________________________________
* 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. 2 (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 (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 (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 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. 2 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.
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 April 8, 2002, is hereby
amended and extended to 5:00 P.M., New York City time, on May 8, 2002,
unless Holdco terminates the Exchange Offers or extends the expiration date
of the Exchange Offers. The press release is attached hereto as Exhibit
12(a)(1)(xi) 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/ MICHAEL A. PETERSON
----------------------------------
Name: Michael A. Peterson
Title: Executive Vice President,
Chief Operating Officer and
Chief Financial Officer
Date: April 8, 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)(1)(xi) Press Release dated April 8, 2002
12(a)(2) Not applicable
12(a)(3) Not applicable
12(a)(4) Preliminary Prospectus dated February 8, 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
____________________
* Previously filed on Schedule TO.
EXHIBIT 12(a)(1)(xi)
[CoreComm Limited Logo]
FOR IMMEDIATE RELEASE
---------------------
CORECOMM LIMITED AND CORECOMM HOLDCO ANNOUNCE
EXTENSION OF EXPIRATION DATE FOR EXCHANGE OFFERS
New York, New York (April 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 5:00 P.M., New York City
time, on May 8, 2002, unless CoreComm Holdco terminates the exchange offers
or extends the expiration date. The exchange offers were previously
scheduled to expire at 5:00 P.M., New York City time, on April 8, 2002.
This is the second extension of the exchange offers. CoreComm Holdco is
extending the registered public exchange offers because it is still in the
process of addressing comments received from the Securities and Exchange
Commission with respect to the Form S-4 previously filed in connection with
the exchange offers. In addition, CoreComm Limited announced today that it
had filed its Form 10-K for the fiscal year ended December 31, 2001.
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 92,415,056
shares of CoreComm Limited common stock (approximately 65.2% of the
outstanding shares) and $292,000 aggregate principal amount of CoreComm
Limited's 6% Convertible Subordinated Notes (approximately 6.1% of the
outstanding principal amount not held by CoreComm Holdco) have been
tendered and not withdrawn as of 4:30 P.M., New York City time, on April 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 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 any other information contact: Winston Black, Director - Corporate
Development at (212) 906-8485.