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. 5)
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 & Flom LLP
Officer and Chief Financial Officer Four Times Square
CoreComm Holdco, Inc. New York, New York 10036
110 East 59th Street, 26th Floor (212) 735-3000
New York, New York 10022
(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
---------------------- --------------------
$45,059,170 $4,146
* 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
$43,475,837, calculated by adding (a) the product of (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) proposed, as of February 8, 2002, to be acquired by CoreComm
Holdco, Inc. pursuant to the exchange offers plus (b) the product of (1)
$0.065, the average of the high and low sale prices per share of
CoreComm Limited common stock on May 20, 2002, as reported by the Nasdaq
National Market times (2) 448,276,716, the maximum additional nuymber of
shares of CoreComm Limited common stock, proposed, as of May 20, 2002,
to be acquired 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 $45,059,170.
[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: $3,560
Filing Party: CoreComm Holdco, Inc.
Form or Registration No.: Form S-4 and Schedule TO
Date Filed: February 8, 2002 and May 15, 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. 5 (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, Amendment No. 2 thereto filed April 8, 2002, Amendment No. 3
thereto filed April 15, 2002, and Amendment No. 4 thereto filed May 13, 2002
(as so amended, the "Schedule TO"). The Schedule TO is being filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), 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 and
Amendment No. 2 thereto filed on May 15, 2002 (as so amended, the
"Registration Statement"), regarding offers (the "Exchange Offers") by Holdco
to exchange:
o 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
o 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. 5 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 Exchange Act.
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 12:00 Midnight, New York City time, on May 21, 2002, is hereby amended
and extended to 5:00 P.M., New York City time, on May 28, 2002, unless Holdco
terminates the Exchange Offers or extends the expiration date of the Exchange
Offers. The press release extending the expiration date of the Exchange Offers
is attached hereto as Exhibit 12(a)(1)(xiii) 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: May 21, 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)(1)(xii) Press Release dated May 10, 2002*
12(a)(1)(xiii) Press Release dated May 21, 2002
12(a)(2) Not applicable
12(a)(3) Not applicable
12(a)(4) Preliminary Prospectus dated May 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
--------------------------
* Previously filed on Schedule TO.
EXHIBIT 12(a)(1)(xiii)
[CoreComm Limited Logo]
FOR IMMEDIATE RELEASE
CORECOMM LIMITED AND CORECOMM HOLDCO ANNOUNCE
EXTENSION OF EXPIRATION DATE FOR EXCHANGE OFFERS
New York, New York (May 21, 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 28, 2002,
unless CoreComm Holdco terminates the exchange offers or extends the
expiration date. The exchange offers were previously scheduled to expire at
12:00 Midnight, New York City time, on May 21, 2002. This is the fourth
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 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 1/38.9 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 9.1047 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 100,335,771 shares of
CoreComm Limited common stock (approximately 72% of the outstanding shares)
and $392,000 aggregate principal amount of CoreComm Limited's 6% Convertible
Subordinated Notes (approximately 8% 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 May 21, 2002, in response to the exchange offers. The
exchange offers are subject to the terms and conditions set forth in the
preliminary prospectus, dated May 15, 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: Selim Kender, Vice President -
Corporate Development at (212) 906-8485.