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. 11)
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: $4,146
Filing Party: CoreComm Holdco, Inc.
Form or Registration No.: Form S-4 and Schedule TO
Date Filed: February 8, 2002, May 15, 2002 and May 22, 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. 11 (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, Amendment No. 4 thereto filed
May 13, 2002, Amendment No. 5 thereto filed May 22, 2002, Amendment No. 6
thereto filed May 29, 2002, Amendment No. 7 thereto filed June 4, 2002,
Amendment No. 8 thereto filed June 13, 2002, Amendment No. 9 thereto filed
June 24, 2002 and Amendment No. 10 thereto filed June 27, 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, Amendment No. 2 thereto filed on May 15, 2002, Amendment No. 3
thereto filed on June 13, 2002 and Amendment No. 4 thereto filed on June
27, 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 (the "Limited Common Stock"), 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 (the
"Public Notes") that is validly tendered and accepted.
The Exchange Offers are being made upon the terms and subject to
the conditions set forth in the 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. 11 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 Noon, New York City time, on July 1, 2002, is hereby amended and
extended to 2:00 P.M., New York City time, on July 1, 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)(xix) and
incorporated herein by reference.
ITEM 11. Additional Information.
Item 11(b) of the Schedule TO is hereby amended and supplemented
as follows:
On July 1, 2002, Holdco (1) issued a press release, filed as
Exhibit 12(a)(1)(xix) hereto, announcing that on Monday, July 1, 2002 at
1:00 P.M., New York City time, the SEC provided notification to Holdco and
Limited that the Holdco Registration Statement on Form S-4 filed in
connection with the Exchange Offers was declared effective, and (2) filed
the Prospectus pursuant to Rule 424(b)(3) promulgated under the Securities
Act of 1933, as amended. The information set forth in the above-referenced
press release 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: July 1, 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)(1)(xiv) Press Release dated May 28, 2002*
12(a)(1)(xv) Press Release dated June 3, 2002*
12(a)(1)(xvi) Press Release dated June 12, 2002*
12(a)(1)(xvii) Press Release dated June 24, 2002*
12(a)(1)(xviii) Press Release dated June 26, 2002*
12(a)(1)(xix) Press Release dated July 1, 2002
12(a)(2) Not applicable
12(a)(3) Not applicable
12(a)(4) Prospectus dated July 1, 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)(xix)
[CoreComm Limited Logo]
FOR IMMEDIATE RELEASE
CORECOMM ANNOUCES REGISTRATION STATEMENT HAS BEEN DECLARED
EFFECTIVE BY SEC
Exchange offer expected to be completed later today
New York, New York (July 1, 2002) - CoreComm Limited (Nasdaq:
COMM) and its formerly wholly-owned subsidiary CoreComm Holdco, Inc.
announced today that the Securities and Exchange Commission has declared
effective the registration statement filed by CoreComm Holdco on February
8, 2002, as amended, relating to CoreComm Holdco's offer to exchange each
outstanding share of CoreComm Limited common stock for 1/38.9 of a share of
CoreComm Holdco common stock, and each outstanding $1,000 in aggregate
principal amount of CoreComm Limited's 6% Convertible Subordinated Notes
due 2006 for 9.1047 shares of CoreComm Holdco common stock and $30.00 in
cash.
CoreComm Holdco has extended the expiration date of the registered
public exchange offers by CoreComm Holdco until 2:00 P.M., New York City
time, on July 1, 2002, and expects to close the exchange offers at such
time. The exchange offers were previously scheduled to expire at Noon, New
York City time, on July 1, 2002.
Continental Stock Transfer & Trust Company, the depositary for the
exchange offers, has advised CoreComm Holdco that 103,088,149 shares of
CoreComm Limited common stock (approximately 73% 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 Noon, New York City time, on July 1, 2002, in response to
the exchange offers. The exchange offers are subject to the terms and
conditions set forth in the preliminary prospectus, dated June 27, 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.
Following the completion of the exchange offer for CoreComm
Limited common stock, CoreComm Holdco intends to merge CoreComm Merger
Corp., a wholly-owned subsidiary of CoreComm Holdco, with and into CoreComm
Limited. Pursuant to the merger, each share of CoreComm Limited common
stock not tendered in the exchange offer (except for shares held by
CoreComm Holdco or CoreComm Merger Corp.) will be converted into the right
to receive 1/38.9 of a share of CoreComm Holdco common stock.
*******
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, which
was declared effective on July 1, 2002, 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 on 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.