SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G**
Under the Securities Exchange Act of 1934
(Amendment No. )*
CoreComm Limited
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
G2422R109
(CUSIP Number)
April 14, 2000
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
**The total number of shares of Stock reported herein is 3,551,069 shares, which
constitutes approximately 9.0% of the 39,370,477 shares deemed outstanding
pursuant to Rule 13d-3(d)(1). Unless otherwise stated herein, all other
ownership percentages set forth herein assume that there are 39,297,458 shares
outstanding.
<PAGE>
CUSIP No. 21869NAA3
1. Name of Reporting Person:
Prime 66 Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 2,923,000
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 2,923,000
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,923,000
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 7.4%
12. Type of Reporting Person: PN
<PAGE>
CUSIP No. 21869NAA3
1. Name of Reporting Person:
Composite 66, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: -0-
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: -0-
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
535,050 (1)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 1.4%
12. Type of Reporting Person: PN
- ----------
(1) Pursuant to Rule 13d-3(d)(1)(i)(c), such shares may be deemed to be
beneficially owned pursuant to the power to terminate a managed account.
<PAGE>
CUSIP No. 21869NAA3
1. Name of Reporting Person:
H & S Partners I
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: -0-
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: -0-
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
93,019 (1)(2)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.2% (3)
12. Type of Reporting Person: PN
- ----------
(1) Includes 73,019 shares obtainable on conversion of the Issuer's 6.00%
Convertible Subordinated Notes due 2006.
(2) Pursuant to Rule 13d-3(d)(1)(i)(C), such shares may be deemed to be
beneficially owned pursuant to the power to terminate a managed account.
(3) Pursuant to Rule 13d-3(d)(1)(i), the number of shares deemed to be
outstanding is 39,370,477.
<PAGE>
Item 1(a). Name of Issuer.
The name of the issuer is CoreComm Limited (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices.
The principal executive offices of the Issuer are located at Cedar House, 41
Cedar Avenue, Hamilton HM 12, Bermuda.
Item 2(a). Names of Persons Filing.
Pursuant to Regulation 13D-G of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended (the "Act"), this Schedule 13G
Statement is hereby filed by Prime 66 Partners, L.P., a Texas limited
partnership ("Prime"), Composite 66, L.P., a Texas limited partnership
("Composite") and H & S Partners I, a Texas general partnership
("H&S")(collectively, the "Reporting Persons"). Additionally, information is
included herein with respect to the following persons (collectively, the
"Controlling Persons"): P-66 Genpar, L.P., a Texas limited partnership
("Genpar"), Carmel Land & Cattle Co., a Texas corporation ("Carmel"), William P.
Hallman, Jr. ("Hallman"), P-66, Inc., a Texas corporation ("P-66"), The Sid R.
Bass Management Trust, a revocable trust existing under the laws of the state of
Texas ("Trust"), Sid R. Bass ("SRB"), Hyatt Anne Bass Successor Trust, a Texas
Trust ("HBST"), Samantha Sims Bass Successor Trust, a Texas Trust ("SBST"),
Panther City Investment Company, a Texas corporation ("PCIC") and Panther City
Production Company, a Texas corporation ("PCPC"). The Reporting Persons and the
Controlling Persons are sometimes hereinafter collectively referred to as the
"Item 2 Persons."
Item 2(b). Address of Principal Business Office, or if None, Residence.
The principal business office for each of (1) the Reporting Persons, (2)
Genpar, (3) Carmel, and (4) P-66 is 201 Main Street, Suite 3200, Fort Worth,
Texas 76102.
The principal business office for each of (1) Trust, and (2) SRB is 201
Main Street, Suite 2700, Fort Worth, Texas 76102.
The principal business office for each of (1) HBST, (2) SBST, (3) PCIC, and
(4) PCPC is 201 Main Street, Suite 2600, Fort Worth, Texas 76102.
The principal business office for Hallman is 201 Main Street, Suite 2500,
Fort Worth, Texas 76102.
Item 2(c). Citizenship.
All of the natural persons listed in Item 2(a) are citizens of the United
States of America.
Item 2(d). Title of Class of Securities.
This statement relates to shares of Common Stock, par value $0.01 per share
(the "Stock"), issued by the Company.
Item 2(e). CUSIP Number.
The CUSIP number of the shares of Stock is 21869NAA3.
Item 3. Filing Pursuant to Rules 13d-1(b) or 13d-2(b).
If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-
2(b) or (c), check whether the person filing is a:
(a) / / Broker or dealer registered under section 15 of the Act (15 U.S.C.
78o);
(b) / / Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) / / Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c);
(d) / / Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8);
(e) / / An investment adviser in accordance with section 240.13d-
1(b)(1)(ii)(E);
(f) / / An employee benefit plan or endowment fund in accordance with
section 240.13d-1(b)(1)(ii)(F);
(g) / / A parent holding company or control person in accordance with
section 240.13d-1(b)(1)(ii)(G);
(h) / / A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) / / A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
(j) / / Group, in accordance with section 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to section 240.13d-1(c), check this box
/X/.
Item 4. Ownership.
(a) - (b)
Reporting Persons
Prime
Pursuant to Rule 13d-3(a), Prime is the beneficial owner of 2,923,000
shares of the Stock, which constitutes approximately 7.4% of the outstanding
shares of Stock.
Composite
Pursuant to Rule 13d-3(d)(1)(i)(c), Composite is the beneficial owner of
535,050 shares of the Stock, which constitutes approximately 1.4% of the
outstanding shares of Stock.
H&S
Pursuant to Rule 13d-3(d)(1)(i)(c), H&S is the beneficial owner of 20,000
shares of the Stock, which constitutes less than 0.1% of the outstanding shares
of Stock. In addition, pursuant to Rule 13d-3(d)(1)(i)(c), H&S may be deemed to
be the beneficial owner of 73,019 shares of the Stock obtainable upon conversion
of $20,000,000 principal amount of the Issuer's 6.00% Convertible Subordinated
Notes due 2006 (the "Bonds") held by H&S, which constitutes 0.2% of the
39,370,477 shares of Stock deemed to be outstanding thereunder.
Controlling Persons
Each of (1) Genpar, as one of two general partners of Prime and Composite
and (2) Carmel, as the sole general partner of Genpar, may, pursuant to Rule 13d
3 of the Act, be deemed to be the beneficial owner of 3,458,050 shares of the
Stock, which constitutes approximately 8.8% of the outstanding shares of Stock.
In his capacity as the sole shareholder of Carmel, Hallman may, pursuant to
Rule 13d-3 of the Act, be deemed to be the beneficial owner of 3,458,050 shares
of the Stock, which constitutes approximately 8.8% of the outstanding shares of
Stock.
In its capacity as one of two general partners of Prime and Composite, P-66
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
3,458,050 shares of the Stock, which constitutes approximately 8.8% of the
outstanding shares of Stock.
In its capacity as the sole shareholder of P-66, Trust may, pursuant to
Rule 13d-3 of the Act, be deemed to be the beneficial owner of 3,458,050 shares
of the Stock, which constitutes approximately 8.8% of the outstanding shares of
Stock.
In his capacity as a Trustee of Trust, SRB may, pursuant to Rule 13d-3 of
the Act, be deemed to be the beneficial owner of 3,458,050 shares of the Stock,
which constitutes approximately 8.8% of the outstanding shares of Stock.
Each of (1) HBST and (2) SBST, as the two general partners of H&S, may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
20,000 shares of the Stock, which constitutes less than 0.1% of the outstanding
shares of Stock. In addition, pursuant to Rule 13d-3, each of (1) HBST and (2)
SBST, as the two general partners of H&S, may be deemed to be the beneficial
owner of 73,019 shares of the Stock obtainable upon conversion of $20,000,000
principal amount of the Issuer's 6.00% Convertible Subordinated Notes due 2006
(the "Bonds") held by H&S, which constitutes 0.2% of the 39,370,477 shares of
Stock deemed to be outstanding thereunder.
Each of (1) PCIC, because of its position as the trustee of HBST and SBST,
and (2) PCPC, because of its position as the sole shareholder of PCIC, may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
20,000 shares of the Stock, which constitutes less than 0.1% of the outstanding
shares of the Stock. In addition, pursuant to Rule 13d-3, each of (1) PCIC,
because of its position as the trustee of HBST and SBST, and (2) PCPC, because
of its position as the sole shareholder of PCIC, may be deemed to be the
beneficial owner of 73,019 shares of the Stock obtainable upon conversion of
$20,000,000 principal amount of the Issuer's 6.00% Convertible Subordinated
Notes due 2006 (the "Bonds") held by H&S, which constitutes 0.2% of the
39,370,477 shares of Stock deemed to be outstanding thereunder.
To the best of the knowledge of the Reporting Person, other than as set
forth above, none of the persons named in Item 2 herein is the beneficial owner
of any shares of the Stock.
(c)
Reporting Persons
Prime
Acting through its two general partners, Genpar and P-66, Prime has the
sole power to vote or to direct the vote and to dispose or to direct the
disposition of 2,923,000 shares of the Stock.
Composite
Composite has no power to vote or to direct the vote or to dispose or
direct the disposition of any shares of the Stock.
H&S
H&S has no power to vote or to direct the vote or to dispose or direct the
disposition of any shares of the Stock.
Controlling Persons
Acting through its general partner, Carmel, and in its capacity as one of
two general partners of Prime, Genpar has the shared power to vote or to direct
the vote and to dispose or to direct the disposition of 2,923,000 shares of the
Stock. In its capacity as one of two general partners of Composite, Genpar has
no power to vote or to direct the vote or to dispose or to direct the
disposition of any shares of the Stock.
In his capacity as the sole shareholder of Carmel, Hallman has the shared
power to vote or to direct the vote and to dispose or to direct the disposition
of 2,923,000 shares of the Stock.
In its capacity as one of two general partners of Prime, P-66 has the
shared power to vote or to direct the vote and to dispose or to direct the
disposition of 2,923,000 shares of the Stock. In its capacity as one of two
general partners of Composite, P-66 has no power to vote or to direct the vote
or to dispose or to direct the disposition of any shares of the Stock.
In its capacity as the sole shareholder of P-66, Trust has the shared power
to vote or to direct the vote and to dispose or to direct the disposition of
2,923,000 shares of the Stock.
In his capacity as a Trustee of Trust, SRB has the shared power to vote or
to direct the vote and to dispose or to direct the disposition of 2,923,000
shares of the Stock.
Each of (1) HBST and (2) SBST, as the two general partners of H&S, have no
power to vote or to direct the vote or to dispose or to direct the disposition
of any shares of the Stock.
Each of (1) PCIC, because of its position as the trustee of HBST and SBST,
and (2) PCPC, because of its position as the sole shareholder of PCIC, have no
power to vote or to direct the vote or to dispose or to direct the disposition
of any shares of the Stock.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
No person other than the Item 2 Persons has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the shares of Stock owned by them.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
This Schedule 13G Statement is being filed on behalf of the Reporting
Persons pursuant to Rule 13d-1(c). The identity of each of the Item 2 Persons
is set forth in Item 2(a) hereof.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
<PAGE>
After reasonable 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.
DATED: April 21, 2000
PRIME 66 PARTNERS, L.P.
By: P-66, INC.
general partner
By: /s/ W.R. Cotham
W.R. Cotham, Vice-President
By: P-66 GENPAR, L.P.,
general partner
By: Carmel Land & Cattle Co.,
general partner
By: /s/ W.R. Cotham
W.R. Cotham, Vice-President
COMPOSITE 66, L.P.
By: P-66, INC.,
general partner
By: /s/ W.R. Cotham
W.R. Cotham, Vice-President
By: P-66 GENPAR, L.P.,
general partner
By: Carmel Land & Cattle Co.,
general partner
By: /s/ W.R. Cotham
W.R. Cotham, Vice President
H & S PARTNERS I
By: HYATT ANNE BASS SUCCESSOR TRUST,
general partner
By: SAMANTHA SIMS BASS SUCCESSOR TRUST,
general partner
By: Panther City Investment Company,
Trustee
By: /s/ W.R. Cotham
W.R. Cotham, President
