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. 6)
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
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Transaction Valuation* Amount of Filing Fee
---------------------- --------------------
$45,059,170 $4,146
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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 $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 number 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. 6 (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, and Amendment No. 5 thereto filed May 22, 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. 6 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 5:00 P.M., New York City time, on May 28, 2002, is hereby
amended and extended to 5:00 P.M., New York City time, on June 3, 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)(xiv) 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 28, 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)(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)(xiv)
[CoreComm Limited Logo]
FOR IMMEDIATE RELEASE
CORECOMM LIMITED AND CORECOMM HOLDCO ANNOUNCE
EXTENSION OF EXPIRATION DATE FOR EXCHANGE OFFERS
New York, New York (May 28, 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 June 3, 2002, unless CoreComm Holdco terminates the exchange
offers or extends the expiration date. The exchange offers were previously
scheduled to expire at 5:00 PM, New York City time, on May 28, 2002.
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 100,636,755 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 28, 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.