Filed by CoreComm Holdco, Inc.
Pursuant to Rule 425 under the
Securities Act of 1933, as amended
Subject Company: CoreComm Limited
Commission File No. 333-82400
Date: April 17, 2002
The following press release was issued by CoreComm Limited and
CoreComm Holdco, Inc.:
[CoreComm Logo]
FOR IMMEDIATE RELEASE
---------------------
CORECOMM ANNOUNCES FILING OF AMENDED S-4 REGISTRATION
STATEMENT
New York, New York (April 17, 2002) - CoreComm Limited (Nasdaq:
COMM), and CoreComm Holdco, Inc. announced today that CoreComm Holdco had
filed an amendment to its Form S-4 Registration Statement, which includes
an amended exchange offer prospectus, with the SEC. Under the public
exchange offers, CoreComm Holdco is offering its shares of common stock in
exchange for CoreComm Limited's common stock and CoreComm Limited's 6%
Convertible Subordinated Notes due 2006. CoreComm Holdco is the new,
recapitalized company and the exchange offer represents an opportunity for
existing CoreComm Limited shareholders to receive shares in CoreComm
Holdco.
The amended filing of the exchange offer marks continued progress
towards the completion of the final phase of the Companies' previously
announced plan of recapitalization. The Companies closed on the
recapitalization transactions with substantially all of the debt and
preferred stock holders in December 2001. Approximately 65.2% of CoreComm
Limited's outstanding shares have already been tendered in the public
exchange offer.
The board of directors of CoreComm Limited believes that the
public exchange offers represent the best value for CoreComm Limited's
shareholders, and it unanimously recommends that all CoreComm Limited
shareholders participate in the exchange offers.
If the exchange offer is not successful, CoreComm Limited may be
delisted from the Nasdaq National Market soon. This could have an adverse
effect on the price and liquidity of CoreComm Limited's common stock. If
the exchange offers and related transactions are successfully completed,
Nasdaq will transfer the listing to CoreComm Holdco, which will be the
publicly traded company.
The companies also announced that the public exchange offers have
been extended until midnight, May 10, 2002. 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 further information please contact: Winston Black, Director - Corporate
Development at (212) 906-8485.