SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G**
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CoreComm Limited
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
G2422R109
(CUSIP Number)
May 19, 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 5,113,069 shares, which
constitutes approximately 13.0% 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. G2422R109
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: 3,923,000
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 3,923,000
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,923,000
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 10.0%
12. Type of Reporting Person: PN
<PAGE>
CUSIP No. G2422R109
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:
1,097,050 (1)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 2.8%
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. G2422R109
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 $20,000,000 principal
amount 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>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
the undersigned hereby amend their Schedule 13G Statement dated April 21, 2000
(the "Schedule 13G"), relating to the Common Stock, par value $0.01 per share,
of CoreComm Limited (the "Issuer"). Unless otherwise indicated, all defined
terms used herein shall have the same meanings as those set forth in the
Schedule 13G.
Item 4. Ownership.
Item 4 is hereby amended and restated in its entirety as follows:
(a) - (b)
Reporting Persons
Prime
Pursuant to Rule 13d-3(a), Prime is the beneficial owner of 3,923,000
shares of the Stock, which constitutes approximately 10.0% of the outstanding
shares of Stock.
Composite
Pursuant to Rule 13d-3(d)(1)(i)(c), Composite is the beneficial owner of
1,097,050 shares of the Stock, which constitutes approximately 2.8% 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 5,020,050 shares of the
Stock, which constitutes approximately 12.8% 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 5,020,050 shares
of the Stock, which constitutes approximately 12.8% 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
5,020,050 shares of the Stock, which constitutes approximately 12.8% 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 5,020,050 shares
of the Stock, which constitutes approximately 12.8% 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 5,020,050 shares of the Stock,
which constitutes approximately 12.8% 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 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 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 Persons, 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 3,923,000 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 3,923,000 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 3,923,000 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 3,923,000 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
3,923,000 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 3,923,000
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.
<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: May 24, 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
