SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) July 1, 2002
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CORECOMM HOLDCO, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-49899 13-4078506
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
110 East 59th Street, 26th Floor, New York, New York 10022
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code (212) 906-8485
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Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
CoreComm Limited, a Delaware corporation ("Limited"), has completed
its two-phase recapitalization plan announced on October 31, 2001 and as a
result, CoreComm Holdco, Inc., a Delaware corporation (the "Company") and
former wholly-owned subsidiary of Limited, has become the parent company and
sole stockholder of Limited. The second phase of this recapitalization plan
was the exchange offer and subsequent merger (the "Merger") described in the
Company's prospectus dated July 1, 2002. The Merger was consummated on July 1,
2002. Because the Merger was consummated pursuant to Section 253 of the
Delaware General Corporation Law, no stockholder approval was required.
Pursuant to the Merger, CoreComm Merger Corp., a Delaware corporation and
wholly-owned subsidiary of the Company, was merged with and into Limited.
Item 7. Financial Statements and Exhibits
Exhibits
99.1 Press release, issued July 1, 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CORECOMM HOLDCO, INC.
By: /s/ Michael A. Peterson
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Name: Michael A. Peterson
Title: Executive Vice President -
Chief Operating Officer and
Chief Financial Officer
Dated: July 1, 2002
Exhibit Exhibit Index
99.1 Press release, issued July 1, 2002
Exhibit 99.1
[CoreComm Limited Logo]
FOR IMMEDIATE RELEASE
CORECOMM ANNOUNCES COMPLETION OF FINAL PHASE OF RECAPITALIZATION
Exchange offer completed
Nasdaq Listing Transferred
Announces name to be changed to ATX Communications, Inc.
New York, New York (July 1, 2002) - CoreComm Limited (NASDAQ:
COMM) and its formerly wholly-owned subsidiary CoreComm Holdco, Inc.
announced today that the Company has completed the final phase of its
recapitalization. The exchange offer for CoreComm Limited shares has been
completed and all stockholders of CoreComm Limited now own shares in
CoreComm Holdco. CoreComm Holdco owns 100% of the business operations that
CoreComm Limited formerly owned.
In conjunction with the completion of the exchange offer, the
Nasdaq listing will be transferred immediately, and CoreComm Holdco will
begin trading on Nasdaq tomorrow, July 2, 2002. The Company will trade
under the symbol "COMMD." The "D" designation indicates that a material
transaction has occurred and is required to be appended to the Company's
ticker symbol by Nasdaq's listing rules for a period of approximately 20
trading days.
In addition, the Company announced that it will be changing its
name to ATX Communications, Inc. The name change will become effective
within the next two weeks.
Thomas Gravina, President and Chief Executive Officer said, "We
are extremely pleased to announce the completion of our recapitalization.
The closing of the exchange offers marks the culmination of more than a
year of successful operations and corporate recapitalization efforts, and
finally gives our stockholders an opportunity to participate in the direct
ownership of the recapitalized company.
"ATX/CoreComm is one of the few companies that has responded so
successfully to the current financial environment. In the recapitalization,
we significantly strengthened the Company's balance sheet, eliminating more
than $600 million of debt and preferred stock. By closing the public
exchange offer today, our stockholders are now able to receive their direct
interest in this recapitalized company, and obtain the value that we have
worked so hard to preserve.
"In conjunction with the completion of this process, CoreComm
Holdco will be changing its name to ATX Communications, Inc. ATX has been a
very successful brand in the Mid-Atlantic region for nearly two decades,
and that name and heritage reflect the Company's commitment to delivering
superior products and services to our approximately 400,000 commercial and
consumer customers. ATX has already been used as the brand for our
commercial division, and ATX will now be the name of the parent company as
well. The Company will continue to market its residential services under
the CoreComm name, which has strong recognition in the Company's consumer
markets.
"The Company is now positioned to continue its success going
forward. Over the past year, we improved our profitability by more than
$140 million annually, while growing revenues in our most profitable areas.
In the fourth quarter of 2001, the Company announced its first quarter of
EBITDA positive financial results, and the first quarter of this year saw
further significant gains in EBITDA. Based on preliminary second quarter
results, the Company currently expects continued increases in revenues and
EBITDA in the second quarter. The Company expects to become free cash flow
positive by the end of 2002.
"Now it is time for us to focus on the future of the Company. With
all phases of our recapitalization transactions completed and our corporate
structure streamlined, management can focus on building value for all of
our constituents. With continued progress of our business plan, we believe
we can build value by continuing to capitalize on the strong demand for our
integrated voice and data products and services in the marketplace."
The components of EBITDA as defined by the Company is revenue less
operating expenses and selling, marketing and general expenses. This
definition is consistent across the periods referred to in this release.
COMPLETION OF RECAPITALZATION TRANSACTIONS
In December 2001, CoreComm Limited completed the first phase of a
recapitalization plan in which it exchanged approximately $600 million of
debt and preferred stock for approximately 87% of the equity in CoreComm
Holdco, the recapitalized company. In addition, in 2001 the Company
eliminated more than $100 million of other liabilities and future
obligations. The second phase of the recapitalization, which included an
exchange offer to the public stockholders of CoreComm Limited to receive
shares in CoreComm Holdco directly, has now been completed.
As a result, all stockholders of CoreComm Limited now directly own
shares of CoreComm Holdco. CoreComm Holdco owns 100% of all business
operations, has approximately $600 million less debt and preferred stock
than CoreComm Limited, and has 30,000,054 shares outstanding. Prior to the
completion of the exchange offers, CoreComm Limited owned only 13% of such
businesses and had 141,655,388 shares outstanding.
Exchange Offer Completed
On February 8, 2002, CoreComm Holdco launched a public exchange
offer whereby it was offering shares of its common stock in exchange for
shares of CoreComm Limited common stock. CoreComm Holdco has accepted all
shares that were validly tendered in the exchange offer. The Company also
acquired all of the remaining outstanding CoreComm Limited shares that were
not tendered in the exchange offer by merging a wholly-owned subsidiary
with CoreComm Limited. As a result, CoreComm Limited has now become a
wholly-owned subsidiary of CoreComm Holdco. As a result of the closing of
the exchange offer and the merger, all stockholders of CoreComm Limited now
directly own shares of CoreComm Holdco. The shares of CoreComm Holdco
common stock will be delivered promptly by the exchange agent to former
CoreComm Limited securityholders.
Pursuant to the merger, shares of CoreComm Limited common stock
that were not tendered in the exchange offer have been converted into the
right to receive 1/38.9 of a share of CoreComm Holdco common stock.
CoreComm Holdco has instructed the exchange agent to send instructions to
all CoreComm Limited stockholders who did not tender their shares in the
exchange offer, which will explain how to exchange their shares of CoreComm
Limited common stock into CoreComm Holdco common stock, and an explanation
of their right to seek appraisal under Delaware law for their shares of
CoreComm Limited.
Transfer of Nasdaq Listing
As a result of the completion of these transactions, today at
approximately 2:00 P.M. Eastern standard time, Nasdaq halted trading in
shares of CoreComm Limited common stock on the Nasdaq National Market.
CoreComm Limited common stock will not reopen for trading. Nasdaq is
transferring CoreComm Limited's listing to CoreComm Holdco. It is expected
that by tomorrow, July 2, 2002, CoreComm Holdco's common stock will begin
trading on the Nasdaq National Market under the symbol "COMMD". The "D"
designation indicates that a material transaction has occurred and is
required to be appended to the Company's ticker symbol by Nasdaq's listing
rules for a period of approximately 20 trading days.
CoreComm Holdco remains subject to the same Nasdaq continued
listing requirements as CoreComm Limited. It is expected that shares of
CoreComm Holdco will trade on the Nasdaq National Market with the same 14
market makers that previously traded shares of CoreComm Limited common
stock.
OVERVIEW OF ATX/CORECOMM
ATX/CoreComm is an integrated communications provider offering
local exchange carrier and interexchange carrier telephone,
Internet/e-business and high-speed data services to business and
residential customers in targeted markets throughout the Mid-Atlantic and
Midwest regions of the United States. The Company currently offers services
to business and residential customers located in two concentrated regional
areas: the Mid-Atlantic and the Mid-West/Great Lakes. The Company operates
principally in the following states: Pennsylvania, Ohio, New Jersey,
Michigan, Wisconsin, Maryland, Illinois, New York, Virginia, Delaware,
Massachusetts, Washington, D.C. and Indiana.
In addition to completing the recapitalization, the Company has
significantly improved its financial results over the past year. The
Company has increased its profitability by more than $140 million,
generating EBITDA positive results for the first time in the fourth quarter
of 2001. That trend continued in the first quarter of 2002, when the
Company achieved the fifth consecutive quarter of improved EBITDA results.
In addition, the Company is now focused on its most profitable combined
voice and data product lines, and has successfully expanded its customer
base and increased revenues in its markets.
Subscriber Overview
As of March 31, 2002, CoreComm Holdco had approximately 277,000
local telephone access lines in service. The following table details the
customer base:
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March 31, 2002
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Residential Local Access Lines 56,500
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Business Local Access Lines 220,800
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Toll-related Access Line Equivalents 497,800
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Internet Subscribers 307,200
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Other Data Customers (1) 24,400
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(1) Other data customers included Point-to-point Data, Frame Relay,
Web Development, Web Hosting, E-Commerce, Co-location and other
related customers.
Revenue Breakdown
As of the first quarter ended March 31, 2002, CoreComm Holdco's
revenues were attributable to the following service categories:
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March 31, 2002
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Local Exchange Services 35%
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Toll-related Telephony Services 24%
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Internet, Data and Web-related Services 32%
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Other Revenue(1) 9%
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Total 100%
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(1) Other includes Cellular Long Distance, Wireless and Paging revenue.
Recent Customer Wins
ATX/CoreComm continues to announce other advancements and examples
of the many successful customer relationships that it has established.
Specifically, the Company has secured new and expanded relationships with:
o Weis Markets (NYSE:WMK), with nearly 200 locations in Pennsylvania,
Maryland, New Jersey, New York, Virginia, and six other states. The
Company is providing inter-exchange carrier services via two dedicated
T1s at the company's corporate offices in Sunbury, PA, as well as 198
retail locations across its Mid-Atlantic and Southern regions.
o Pittsburgh Tribune Review, the most rapidly expanding newspaper in the
country, with daily distribution currently in excess of 100,000. The
Company is providing local exchange carrier service at 43 locations.
o Post & Schell, one of the 20 largest Philadelphia-area law firms, with
150 attorneys and locations in Pennsylvania and New Jersey. The
Company is providing a managed frame network solution, as well as
integrated local exchange carrier, inter-exchange carrier, and
Internet services via 16 T1s at a total of seven locations.
o Journal Register Company, a leading U.S. newspaper publisher with 226
publications nationwide, and an ATX customer since 1999. The Company
is providing local exchange carrier and inter-exchange carrier
services at all of Journal Register's Pennsylvania and New Jersey
locations, as well as toll service at all locations nationwide. The
Company is also providing an ATX CoreConnectSM Preferred Plus
integrated voice and Internet solution for 15 newspapers in suburban
Philadelphia.
o Delaware Valley Wholesale Florists, the largest, single-operation
wholesale florist in the U.S. with locations in New Jersey, New York,
Maryland, and Florida, and an ATX customer since 1999. The Company is
providing a frame relay network to connect DVWF's five locations, as
well as an ATX CoreConnectSM Preferred Plus solution for the main
office in Sewell, NJ.
Additional advancements include:
o The Company has recently acquired a fully-equipped, state-of-the-art
voice, data, and LEC switching platform site strategically located in
Herndon, VA, expanding the company's facilities-based network
throughout the southern states of Virginia and Maryland, and the
District of Columbia.
o The Company has renewed its strategic partnership with the New Jersey
Technology Council (NJTC), extending the relationship that was formed
in 1999. The Company will continue as the NJTC "Preferred Provider" of
voice and data solutions to the association's approximately 1,300
member companies.
o The Company has partnered with the Associated General Contractors
(AGC) of Greater Milwaukee, the largest construction industry trade
association in Wisconsin, to provide benefits to the organization's
approximately 400 affiliates and members. The AGC of Greater
Milwaukee, which has been a customer since 1997, currently utilizes a
fractional T1 for Internet access at its Milwaukee office.
o The Company has signed a five-year agreement to provide dedicated
Internet access to Vault9, a Managed Service Provider in the Greater
Toledo, OH market. The Company will be providing Vault9 with
additional bandwidth and network redundancy in Vault9's new 26,000
square-foot Network Operations Center in Toledo. In addition to
providing dedicated Internet access over a DS3 and two T1s, CoreComm
will also be leasing space in Vault9's new Technology Building in
downtown Toledo, to be used as a sales office.
o The Company and Vanguard Systems have recently created a strategic
alliance through which they will partner to create scalable and
effective solutions for customers that take advantage of both
companies' services. Since Vanguard's customized platforms and
infrastructures for its customers generate the need for Wide Area
Network (WAN) connections and Internet access, the Company will help
integrate these customers' local exchange carrier services,
inter-exchange carrier services, and toll services with their data and
Internet needs, improving performance and cost efficiencies. The
Company is also providing several value-added services to Vanguard
including a call accounting system, a web-based billing platform, and
a web-based Internet utilization report.
o The Company is providing Commonwealth Bank, an ATX customer since
1991, with inter-exchange carrier and inbound toll services for 60
locations throughout southeast Pennsylvania, including dedicated
inter-exchange carrier services at the headquarters in Norristown, PA
and an office in Reading, PA. These two sites are supplied with
partial T1s for Internet connectivity. The Company has also
implemented a backup network for redundancy purposes and disaster
recovery. Commonwealth Bank is a subsidiary of Commonwealth Bancorp,
Inc. (Nasdaq: CMSB), with consolidated assets of $1.8 billion.
o The Company extended its relationship with Public Financial Management
for the third consecutive term, continuing the partnership since 1997.
The Company is implementing an integrated solution for PFM's voice and
data needs, connecting 17 locations nationwide through a frame relay
network, including PFM's main sites in Philadelphia and Harrisburg.
Several offices will be taking advantage of the flagship ATX
CoreConnectSM Preferred Plus solution integrating local exchange
carrier, inter-exchange carrier, and Internet services over a
multi-purpose broadband connection.
o The Company is providing SoftMed Systems, a Maryland-based company,
with a streamlined solution, including two T1s for its voice services
in its Bethesda office. Due to its expanding business and larger call
volume, SoftMed is taking advantage of ATX/CoreComm's local exchange
carrier, inter-exchange carrier, and toll-free services. The Company
is also bringing its toll and inter-exchange carrier services to
SoftMed's marketing and sales office in California.
Results of Exchange Offers
CoreComm Holdco accepted for exchange the shares of CoreComm
Limited common stock and 6% Convertible Subordinated Notes due 2006 of
CoreComm Limited that were validly tendered and not withdrawn in the
exchange offers. CoreComm Holdco offered 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
6% Notes for 9.1047 shares of CoreComm Holdco common stock and $30.00 in
cash. The exchange offers expired at 2:00 P.M., Eastern standard time, on
July 1, 2002.
Continental Stock Transfer & Trust Company, the exchange agent for
the exchange offers, has advised the management of CoreComm Holdco that
approximately 448,666,063 shares of CoreComm Limited common stock and
$392,000 in aggregate principal amount of 6% Notes were validly tendered
pursuant to the exchange offers and not withdrawn. The shares of CoreComm
Limited common stock tendered represent approximately 92.2% of the shares
outstanding as of the close of the exchange offers. In addition, 771,077
shares of CoreComm Limited common stock were guaranteed for delivery.
All shares of CoreComm Limited and 6% Notes validly tendered and
not properly withdrawn before the expiration of the exchange offers have
been accepted and will be exchanged for shares of CoreComm Holdco common
stock promptly. All shares of CoreComm Limited common stock and 6% Notes
represented by notices of guaranteed delivery, which were received by the
exchange agent before the expiration of the exchange offers, will be
exchanged for shares of CoreComm Holdco common stock promptly after such
shares or notes, as applicable, are delivered within the permitted
guaranteed delivery period.
***
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 securityholders 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 instructions, we encourage you to contact the information
agent:
Continental Stock Transfer & Trust Company
Reorganization Department
17 Battery Place
New York, New York 10004
(212) 509-4000
Safe Harbor Statement Under the Private Securities Litigation Reform Act of
1995 Certain statements contained herein, excluding specific references to
the exchange offers, may constitute "forward-looking statements" as that
term is defined under the Private Securities Litigation Reform Act of 1995,
which are usually identified by the use of forward-looking words or
phrases, including, "anticipates," "believes," "estimates," "expects,"
"intends," "positioned," "projects," "plans," "should," strategy," and
"will" and similar expressions. Such forward-looking statements involve
assumptions, known and unknown risks, uncertainties and other factors that
may cause the actual results, performance or achievements of CoreComm
Holdco, Inc., or industry results, to be materially different from those
contemplated, projected, forecasted, estimated or budgeted, whether
expressed or implied, by such forward-looking statements. In evaluating
forward-looking statements, you should consider the documents filed by
CoreComm Holdco, Inc. (together with its affiliates, "Holdco") with the
Securities and Exchange Commission, specifically the most recent reports
which identify important risk factors that could cause actual results to
differ from those contained in the forward-looking statements, as well as
the following: a delay in the transfer of CoreComm Limited's Nasdaq
National Market listing to Holdco and any consequent failure to trade, or
interruption or halt in trading of, Holdco's common stock; the delisting of
Holdco's common stock from the Nasdaq National Market for failure to
maintain continued listing standards or otherwise; adverse developments
with respect to Holdco's liquidity or results of operations; the impact of
the Holdco recapitalization and integration actions; Holdco's ability to
fund and execute its business plan; adverse developments in commercial
disputes or legal proceedings; changes in the outcome of future events from
the assumed outcome included by Holdco in its significant accounting
policies; Holdco's ability to attract, retain and compensate key executives
and associates; Holdco's ability to attract and retain customers and
suppliers; Holdco's ability to continue to design networks, install
facilities, obtain and maintain any required governmental licenses or
approvals and finance construction and development, all in a timely manner,
at reasonable costs and on satisfactory terms and conditions; Holdco's
assumptions about customer acceptance of its product offerings, churn
rates, overall market penetration and competition from providers of
alternative services; economic conditions generally and in the competitive
local exchange carrier market specifically; industry trends in the
telecommunications industry generally; technological developments; and
adverse changes in the regulatory or legislative environment affecting
Holdco's business and operations. The information contained in this release
is a statement of Holdco's present intention, belief or expectation and is
based upon, among other things, the existing regulatory environment,
industry conditions, market conditions and prices, the economy in general
and Holdco's assumptions. You should not place undue reliance on the
forward-looking statements, which are not a guarantee of performance or
results and are subject to a number of risks and uncertainties, which are
outside of Holdco's control. The cautionary statements contained or
referred to in this release should be considered in connection with any
subsequent written or oral forward-looking statements and accompanying
cautionary language that Holdco or authorized persons acting on its behalf
may disseminate. Holdco disclaims any intent or obligation to update any
forward-looking statements, whether as a result of changes in its plans,
intentions or expectations, new information, future events or otherwise.
For any other information contact: Winston Black, Director - Corporate
Development at (212) 906-8485.
***