CORECOMM LTD, 10-12G/A, 1998-08-31

CORECOMM LTD
10-12G/A, 1998-08-31
RADIOTELEPHONE COMMUNICATIONS

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<PAGE> 1

FILE NO. 0-24521

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

------------------------

FORM 10/A-2

AMENDMENT NO. 2

GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934

CORECOMM LIMITED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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<S> <C>
BERMUDA NOT APPLICABLE
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

CEDAR HOUSE CORECOMM INCORPORATED
41 CEDAR AVENUE 110 EAST 59TH STREET
HAMILTON HM 12 NEW YORK, NY 10022
BERMUDA (212) 906-8485
(441) 295-2244 (NAME, ADDRESS, INCLUDING ZIP CODE AND
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE TELEPHONE NUMBER, INCLUDING AREA CODE,
NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S OF AGENT FOR SERVICE)
PRINCIPAL EXECUTIVE OFFICES)
</TABLE>

------------------------

Securities to be registered pursuant to Section 12(b) of the Act:

<TABLE>
<S> <C>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
NONE NONE
</TABLE>

------------------------

Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.01 PAR VALUE
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS
(TITLE OF CLASS)
<PAGE> 2

CORECOMM LIMITED

INFORMATION REQUIRED IN REGISTRATION STATEMENT:
CROSS-REFERENCE BETWEEN INFORMATION STATEMENT
AND ITEMS OF FORM 10

<TABLE>
<CAPTION>
ITEM NUMBER CAPTION LOCATION IN INFORMATION STATEMENT
----------- ------- ---------------------------------
<S> <C> <C>
Item 1............... Business Summary; Introduction; The Distribution;
Risk Factors; Management's Discussion and
Analysis of Financial Condition and Results
of Operations; Business; Financial
Statements.
Item 2............... Financial Information Summary; Risk Factors; Pro Forma
Capitalization; Pro Forma Financial
Information; Selected Historical Financial
Data; Management's Discussion and Analysis
of Financial Condition and Results of
Operations; Financial Statements.
Item 3............... Properties Business.
Item 4............... Security Ownership of Certain Security Ownership of Certain Beneficial
Beneficial Owners and Owners; Beneficial Ownership of Management.
Management
Item 5............... Directors and Executive Management; Liability and Indemnification of
Officers Directors and Officers.
Item 6............... Executive Compensation Management; Security Ownership of Certain
Beneficial Owners.
Item 7............... Certain Relationships and Summary; The Distribution; Relationship
Related Transactions Between CoreComm and the Company after the
Distribution.
Item 8............... Legal Proceedings Legal Proceedings.
Item 9............... Market Price of and Dividends Summary; The Distribution; Risk Factors;
on the Registrant's Common Management; Security Ownership of Certain
Equity and Related Stockholder Beneficial Owners; Beneficial Ownership of
Matters Management; Description of Company Capital
Stock.
Item 10.............. Recent Sales of Unregistered Not Applicable.
Securities
Item 11.............. Description of Registrant's Description of Company Capital Stock.
Securities to be Registered
Item 12.............. Indemnification of Directors Liability and Indemnification of Directors
and Officers and Officers.
Item 13.............. Financial Statements and Summary; Pro Forma Financial Information;
Supplementary Data Selected Historical Financial Data;
Management's Discussion and Analysis of
Financial Condition and Results of
Operations; Financial Statements.
Item 14.............. Changes in and Disagreements Not Applicable.
with Accountants on Accounting
and Financial Disclosure
Item 15.............. Financial Statements and Index to Financial Statements; Exhibit
Exhibits Index.
</TABLE>
<PAGE> 3

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENTS.

SUBJECT TO COMPLETION OR AMENDMENTS, DATED AUGUST 31, 1998

INFORMATION STATEMENT

CORECOMM LIMITED

COMMON STOCK
PAR VALUE $0.01 PER SHARE

This Information Statement is being furnished in connection with the
distribution (the "Distribution") by CoreComm Incorporated ("CoreComm") to
holders of record of CoreComm common stock, par value $0.01 per share (the
"CoreComm Common Stock"), at the close of business on August 31, 1998 (the
"Record Date"), of one share of common stock, par value $0.01 per share (the
"Newco Common Stock"), of CoreComm Limited, a Bermuda company, ("Newco" or the
"Company"), including Series A Junior Participating Preferred Stock Purchase
Rights, for each share of CoreComm Common Stock owned on the Record Date. The
Distribution will result in 100% of the outstanding shares of Newco Common Stock
being distributed to holders of CoreComm Common Stock on a pro rata basis. The
Distribution will be effective on September 2, 1998 (the "Distribution Date").

The Company is a newly formed company which, at the time of the
Distribution, will own and operate communications related businesses which were
previously held in wholly owned subsidiaries of CoreComm, some of which have
been recently acquired, as more fully described herein. Newco will also pursue
new communications related opportunities both domestically and internationally.

No consideration will be paid by CoreComm stockholders for the shares of
Newco Common Stock. There is no current public trading market for the shares of
Newco Common Stock, although it is expected that a "when-issued" trading market
will develop on or about the Record Date. The Company has applied for listing of
the shares of Newco Common Stock on the Nasdaq National Market System ("Nasdaq")
under the symbol ("COMMF").

In reviewing this Information Statement, you should carefully consider the
matters described under the caption "Risk Factors."

NO VOTE OF STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THIS DISTRIBUTION.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS INFORMATION STATEMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

The date of this Information Statement is August 31, 1998.
<PAGE> 4

TABLE OF CONTENTS

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PAGE
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SUMMARY..................................................... 2
INTRODUCTION................................................ 6
THE DISTRIBUTION............................................ 6
RISK FACTORS................................................ 15
RELATIONSHIP BETWEEN CORECOMM AND THE COMPANY AFTER THE
DISTRIBUTION.............................................. 19
DESCRIPTION OF CORECOMM FUNDING OF THE COMPANY.............. 21
PRO FORMA CAPITALIZATION.................................... 22
UNAUDITED PRO FORMA FINANCIAL INFORMATION................... 23
SELECTED HISTORICAL AND PRO FORMA FINANCIAL DATA............ 28
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS................................. 31
BUSINESS.................................................... 34
MANAGEMENT.................................................. 47
TREATMENT OF CORECOMM EMPLOYEE STOCK OPTIONS IN THE
DISTRIBUTION.............................................. 51
SECURITY OWNERSHIP OF MANAGEMENT............................ 51
DESCRIPTION OF COMPANY CAPITAL STOCK........................ 53
INDEPENDENT AUDITORS........................................ 60
ADDITIONAL INFORMATION...................................... 60
INDEX TO FINANCIAL STATEMENTS............................... F-1
</TABLE>

i
<PAGE> 5

FORWARD-LOOKING STATEMENTS

This Information Statement contains certain forward-looking statements
which are based upon certain assumptions and describe future plans, strategies
and expectations of CoreComm and the Company, respectively, and are generally
identifiable by use of the words "believe," "expect," "intend," "anticipate,"
"estimate," "project" or similar expressions. The ability of CoreComm and the
Company, respectively, to predict results or the actual effect of future plans
or strategies is inherently uncertain. Important factors which may cause actual
results to differ materially from the forward-looking statements contained
herein or in other public statements by CoreComm or the Company are described in
the section entitled "Risk Factors."

IMPORTANT INTRODUCTORY NOTE FOR AMENDMENT NO. 2 TO THE CORECOMM LIMITED FORM 10,
DATED AUGUST 31, 1998

The statements in this Information Statement are based on the assumption
that certain matters that will only be accomplished at or about the time of the
Distribution, have been accomplished. For example, the statements in this
Information Statement are based on the assumption, (i) that the financing
intended for the Company has occurred, and (ii) all licenses for which the
Company has applied have been granted. Also, please note that CoreComm intends
to change its name to Cellular Communications of Puerto Rico, Inc. prior to the
Distribution.

1
<PAGE> 6

SUMMARY

The following is a summary of certain information contained elsewhere in
this Information Statement. Reference is made to, and this summary is qualified
by, the more detailed information set forth in this Information Statement, which
should be read in its entirety. Unless the context otherwise requires, (i)
references in this Information Statement to CoreComm or the Company shall
include CoreComm's or the Company's respective subsidiaries and (ii) references
in this Information Statement to the Company prior to the Distribution Date
shall refer to the Newco Businesses (as defined) as operated as part of
CoreComm. Moreover, all of the statements in this Information Statement are
based on the assumption that all licenses for which the Company has applied have
been granted. Please note that CoreComm Incorporated intends to change its name
to Cellular Communications of Puerto Rico, Inc. prior to the distribution.

THE COMPANY

Newco was formed in March 1998 by CoreComm in order to succeed to the
businesses and assets that were operated by OCOM Corporation and as an
appropriate vehicle to pursue new telecommunications opportunities outside of
Puerto Rico and the U.S. Virgin Islands in an entrepreneurial corporate
environment. Newco is a holding company that owns and operates communications
businesses which were previously held in wholly owned subsidiaries of CoreComm,
some of which have been recently acquired. As of August 14, 1998, Newco and its
subsidiaries had approximately 135 employees. Newco now holds, through directly
and indirectly wholly owned subsidiaries, entities which operate or hold
licenses or applications to operate in the competitive local exchange carrier
("CLEC") business, cellular long distance resale business, landline long
distance resale business, cellular service resale business, paging resale
service and repair business, prepaid cellular service resale business,
centralized telecommunications services ("CTS") business, and local multipoint
distribution services ("LMDS") business (collectively the "Newco Businesses").
Aside from the cellular long distance resale business, which has been operating
for approximately seven years, these businesses are in early stages of
development.

Newco's CLEC, cellular long distance, landline long distance and cellular
resale businesses were formerly owned and operated by OCOM Corporation, a
subsidiary of NTL Incorporated. OCOM Corporation sold all of these assets and
related liabilities ("OCOM Corporation Telecoms Division" or "OCOM") to a
subsidiary of CoreComm pursuant to an agreement dated as of June 1, 1998.
Corecomm, through a wholly owned subsidiary, also purchased all of the
outstanding capital stock of Digicom, Inc. ("Digicom"), which operates a CLEC in
the State of Ohio. CoreComm also acquired all of the operating assets of
JeffRand Corp. ("Wireless Outlet") which operates the Company's paging and
prepaid cellular businesses. Following an FCC auction, on June 8, 1998,
Cortelyou Communications Corp. ("Cortelyou"), a wholly-owned subsidiary of
CoreComm, was awarded LMDS licenses for 15 markets in the State of Ohio.
CoreComm contributed to Newco all of the capital stock of OCOM, Digicom,
Wireless Outlet and Cortelyou on August 18, 1998.

See "BUSINESS --" for a detailed description of Newco's businesses. See
also "THE DISTRIBUTION -- Transactions Related to the Distribution."

2
<PAGE> 7

THE DISTRIBUTION

Distributing Corporation...... CoreComm Incorporated, a Delaware corporation
("CoreComm"), which shall be renamed Cellular
Communications of Puerto Rico, Inc. prior to
the Distribution Date.

Distributed Corporation....... CoreComm Limited, a Bermuda corporation
("Newco"_). Newco will operate the Newco
Businesses, as well as pursue
telecommunications opportunities outside of
Puerto Rico and the U.S. Virgin Islands in an
entrepreneurial corporate environment.

Principal Businesses to be
Retained by CoreComm.......... CoreComm will retain its other businesses,
consisting of all of its current businesses
other than the Newco Businesses (the "CoreComm
Businesses"). The CoreComm Businesses consist
of CoreComm's operations as a leading provider
of telecommunications services in Puerto Rico
and the U.S. Virgin Islands.

Primary Purpose of the
Distribution.................. To fulfill one of CoreComm's stated goals of
pursuing new telecommunications opportunities
outside of Puerto Rico and the U.S. Virgin
Islands, in an entrepreneurial corporate
environment.

Shares to be Distributed...... Approximately 13,198,000 shares of Newco Common
Stock, based on the number of shares of
CoreComm Common Stock outstanding on August 14,
1998. The shares to be distributed will
constitute 100% of the outstanding shares of
Newco Common Stock on the Distribution Date.

Distribution Ratio............ Each CoreComm stockholder will receive one
share of Newco Common Stock for each share of
CoreComm Common Stock held on the Record Date.

Listing and Trading Market.... The Company has applied for listing of the
shares of Newco Common Stock on the Nasdaq
National Market System under the symbol
"COMMF."

Record Date................... Close of business on August 31, 1998.

Distribution Date............. September 2, 1998.

Distribution Agent............ Continental Stock Transfer & Trust Company (the
"Distribution Agent").

Tax Consequences.............. Certain Federal income tax consequences will
result from the Distribution. An amount equal
to the fair market value on the Distribution
Date of Newco Common Stock distributed to each
stockholder will be taxable to such stockholder
as a dividend, but only to the extent of the
stockholder's portion of CoreComm's current and
accumulated earnings and profits. The amount,
if any, that exceeds CoreComm's current and
accumulated earnings and profits, would first
be treated as a tax-free return of capital to
the extent of the stockholder's tax basis in
the shares, and to the extent in excess of such
tax basis, as capital gains. See "THE
DISTRIBUTION -- Certain Federal Income Tax
Consequences."

3
<PAGE> 8

Dividend and Share Repurchase
Policy........................ The Company does not intend to pay a cash
dividend in the foreseeable future.

Relationship with CoreComm
after the Distribution........ Other than certain common officers and
directors and certain limited responsibilities
under a Distribution Agreement and a Tax
Disaffiliation Agreement, the material terms of
which are described elsewhere in this
Information Statement, the only anticipated
relationship between the Company and CoreComm
are certain services to be provided by the
Company to CoreComm related to the development
of a billing system. These services will be
provided on an arms-length basis. See "RISK
FACTORS -- Potential Conflicts of Interest for
Officers and Directors" and "RELATIONSHIP
BETWEEN CORECOMM AND THE COMPANY AFTER THE
DISTRIBUTION."

RISK FACTORS

Stockholders should carefully consider the matters discussed under the
section entitled "Risk Factors" beginning on page 10 is of this Information
Statement.

4
<PAGE> 9

SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA
(IN THOUSANDS EXCEPT PER SHARE DATA)

The following tables set forth summary historical and pro forma statement
of operations data for OCOM and the Company and historical and pro forma balance
sheet data for the Company. The Company was formed in March 1998 in order to
succeed to the businesses and assets that were operated by OCOM Corporation.
OCOM is considered to be the predecessor to the Company. The historical
financial data are derived from the audited Financial Statements of the Company
and OCOM, which are included elsewhere in this Information Statement. This
historical financial data relates to OCOM as it was operated prior to its
acquisition by the Company.

The pro forma financial data were derived from the "Unaudited Pro Forma
Financial Information" that give pro forma effect to the acquisitions of OCOM,
Digicom and Wireless Outlet by CoreComm (collectively, the "Acquisitions"),
CoreComm's contribution to the Company of the Acquisitions and other assets and
to CoreComm's funding of the Company through a $150 million capital contribution
(see "DESCRIPTION OF CORECOMM FUNDING OF THE COMPANY") (the Acquisitions and the
contributions are defined as the "Transactions"). The pro forma adjustments are
based upon available information and certain assumptions that management
believes are reasonable. The pro forma statement of operations data for the six
months ended June 30, 1998 and for the year ended December 31, 1997 give effect
to the Transactions as if they had occurred on January 1, 1997. The pro forma
balance sheet data give effect to the Transactions as if they had occurred as of
June 30, 1998. The pro forma financial data do not purport to represent what the
financial position or results of operations of the Company would actually have
been had the Transactions in fact occurred on the assumed dates or to project
the financial position or results of operations of the Company for any future
period or date. These tables should be read in conjunction with "Unaudited Pro
Forma Financial Information," "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the audited Financial Statements
included elsewhere herein.
<TABLE>
<CAPTION>
THE COMPANY (NEWCO)
--------------------------------------------------
PRO FORMA HISTORICAL PRO FORMA
------------- -------------- -----------------
FOR THE SIX FOR THE PERIOD
MONTHS FROM APRIL 1,
ENDED 1998 TO YEAR ENDED
JUNE 30, 1998 JUNE 30, 1998 DECEMBER 31, 1997
------------- -------------- -----------------
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C>
STATEMENT OF
OPERATIONS DATA:
Revenues............. $ 4,569 $ 1,261 $ 9,150
Operating (loss)..... (4,487) (1,381) (4,900)
Net (loss)........... (4,487) (1,381) (4,919)
Basic and diluted net
(loss) per share... (0.34) (0.38)
Weighted average
shares............. 13,183 13,075

<CAPTION>
THE PREDECESSOR (OCOM)
-----------------------------------------------------------------
HISTORICAL
FOR THE PERIOD FROM -------------------------------------------
JANUARY 1, 1998 TO
JUNE 1, 1998 SIX MONTHS YEAR ENDED DECEMBER 31,
(DATE ACQUIRED BY ENDED ---------------------------
THE COMPANY) JUNE 30, 1997 1997 1996 1995
------------------- ------------- ------- ------- -------
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
STATEMENT OF
OPERATIONS DATA:
Revenues............. $ 1,452 $ 1,961 $ 3,579 $ 5,103 $ 4,001
Operating (loss)..... (2,782) (1,443) (4,375) (1,230) (4,412)
Net (loss)........... (2,782) (1,447) (4,379) (1,097) (4,154)
Basic and diluted net
(loss) per share...
Weighted average
shares.............
</TABLE>

<TABLE>
<CAPTION>
NEWCO
-----------------------
JUNE 30, 1998
-----------------------
PRO FORMA HISTORICAL
--------- ----------
<S> <C> <C>
BALANCE SHEET DATA:
Working capital............. $149,025 $ (975)
Fixed assets, net........... 1,687 1,687
Total assets................ 181,579 31,579
Long-term debt.............. -- --
Shareholder's equity........ 178,540 28,540
</TABLE>

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INTRODUCTION

On June 3, 1998, the Board of Directors of CoreComm resolved to declare a
dividend payable to holders of record of CoreComm Common Stock at the close of
business on the Record Date of one share of Newco Common Stock for each share of
CoreComm Common Stock held on the Record Date. The Distribution will be
effective on September 2, 1998. As a result of the Distribution, 100% of the
outstanding shares of Newco Common Stock will be distributed to CoreComm
stockholders.

On August 18, 1998, CoreComm transferred to the Company substantially all
of the subsidiaries operating the Newco Businesses. Prior to that date, CoreComm
operated the Newco Businesses through wholly owned subsidiaries.

If you have questions relating to the Distribution, please contact the
Distribution Agent at: (212) 509-4000.

For other information relating to CoreComm or the Company, please contact
either company at: 110 East 59th Street, New York, NY 10022 (Telephone: (212)
906-8485).

THE DISTRIBUTION

REASONS FOR THE DISTRIBUTION

The Board of Directors of CoreComm has determined that it is in the best
interest of CoreComm and its stockholders to undertake the Distribution, thereby
separating the Newco Businesses from CoreComm, for the reasons described herein.
CoreComm's strategy, in creating and distributing shares of Newco, is to create
an appropriate vehicle to pursue new telecommunications opportunities outside of
Puerto Rico and the U.S. Virgin Islands in an entrepreneurial corporate
environment.

The Distribution is designed to establish Newco as a stand alone company
that can adopt strategies and pursue objectives appropriate to its specific
businesses. As a separate company, the Company's management should better be
able to access the capital markets to finance these new telecommunications
opportunities and to structure and operate the Company in a manner more directly
and appropriately tailored to meet the business opportunities and challenges
presented by the competitive telecommunications environment in which the Company
operates.

CoreComm believes that the separation of the Newco Businesses from its
established Puerto Rico and U.S. Virgin Islands telecommunications businesses
will allow the two entities to be recognized and appropriately valued by the
financial community as distinct businesses with different investment risk and
return profiles. As a result of the Distribution, CoreComm should develop and
enhance its following in the financial community primarily as a leading provider
of telecommunications services in Puerto Rico and the U.S. Virgin Islands while
the Company should develop its following primarily as an entrepreneurial
telecommunications company. In this regard, investors will be better able to
evaluate the merits and future prospects of the businesses of CoreComm and the
Company, enhancing the likelihood that each will achieve appropriate market
recognition and valuation for its performance and potential. In addition,
current stockholders and potential investors will be better able to direct their
investments to their specific areas of interest. The Distribution will also
enable the Company, as and when appropriate, to explore the possibility of
engaging in strategic acquisitions, joint ventures and other collaborative
arrangements.

The Distribution is also designed to allow each of the Company and
CoreComm, respectively, to establish and tailor its own equity-based
compensation plans so that there will be a more direct alignment between the
performance of each business and the compensation of its management. Following
the Distribution, it is anticipated that the Company's management will be
granted stock options which will be closely aligned with the financial results
of the Company, thereby linking each employee's financial success directly to
the financial success of the Company. Among other things, the implementation of
a separate Newco stock option plan is intended to strengthen and enhance the
incentives for the Company's management to capitalize on opportunities to grow
the business and enhance operating efficiencies. See "MANAGEMENT."

6
<PAGE> 11

For the reasons stated above, the CoreComm Board of Directors believes that
the Distribution is in the best interest of CoreComm, the Company and CoreComm's
shareholders.

TRANSACTIONS RELATED TO THE DISTRIBUTION

CoreComm has contributed all of its non-Puerto Rico and U.S. Virgin Islands
businesses to the Company, as described in the following sections. CoreComm also
intends to change its name to Cellular Communications of Puerto Rico, Inc.
Because that name is currently being used by a wholly owned subsidiary of
CoreComm, that subsidiary will change its name to CCPR, Inc. CoreComm expects to
cause the name changes to occur prior to the Distribution. Additionally, prior
to the Distribution, CoreComm intends to contribute to the Company $150 million
in cash, which was obtained through a credit agreement entered into by CCPR
Services, Inc. (Delaware) ("Services"), an indirect wholly owned subsidiary of
CoreComm, with The Chase Manhattan Bank and other lenders on August 11, 1998. On
August 11 and 12, 1998 Services drew down under the credit agreement an
aggregate of $155 million of which $150 million was transferred to CoreComm. See
"CORECOMM FUNDING OF THE COMPANY."

The following sections detail the current structure of CoreComm, the
transactions that resulted in CoreComm's owning the Newco Businesses, the
structure of the Company following the contribution by CoreComm of the Newco
Businesses to the Company, and the transactions between CoreComm and the Company
that resulted in that structure, in which Newco now owns the Newco Businesses.

Current Structure of CoreComm Incorporated

CoreComm currently has a holding company structure, in which its
subsidiaries carry on various lines of businesses. The structure is described in
the chart following this section entitled "CoreComm Incorporated Structure." In
planning the Distribution, CoreComm undertook to acquire OCOM and various
complementary lines of business in the communications industry that have been
contributed to the Company. CoreComm's subsidiaries currently carrying on
CoreComm's principal lines of business, including the transactions through which
such businesses were acquired, are as follows:

- Cellular Communications of Puerto Rico, Inc. (Delaware), through wholly
owned subsidiaries, carries on telecommunications businesses in Puerto
Rico and the U.S. Virgin Islands, including cellular telephone service,
cellular long distance service and paging service (collectively the
"Puerto Rico and U.S. Virgin Islands Telecommunications Businesses").

- On June 1, 1998 CoreComm Newco, Inc. (Delaware) ("CNI"), a wholly owned
direct subsidiary of CoreComm, purchased substantially all of the assets
and related liabilities of OCOM Corporation (the predecessor), a
subsidiary of NTL Incorporated (Delaware), for a cash purchase price of
$1,312,069. CNI's businesses include CLEC service, cellular long
distance, landline long distance and cellular resale service, primarily
in the State of Ohio. See "BUSINESS --", "-- Competitive Local Exchange
Carrier Business", "-- Cellular Long Distance Business", "-- Landline
Long Distance Business" and "-- Cellular Resale Business."

- CoreComm Telco, Inc. (Delaware) owns 28 subsidiaries (Delaware) (the
"Telco Group"), each of which has applied or will apply in a single state
for certification to offer CLEC service (the "28 CLEC Subsidiaries").
Thus far, certification has been granted in Ohio and New York. See
"BUSINESS -- Competitive Local Exchange Carrier Business."

- All of the capital stock of Digicom, Inc. (Ohio) ("Digicom") was acquired
by CoreComm through an agreement dated as of February 11, 1998, for a
cash purchase price of $2 million. Digicom is in the business of
centralized telecommunications services. See "BUSINESS -- Centrex
Business."

- CoreComm purchased all of the operating assets of JeffRand
Corp.("Wireless Outlet") pursuant to an agreement dated as of February
12, 1998, for a cash purchase price of $400,000. Wireless Outlet consists
of a paging business and a prepaid cellular business. CoreComm
subsequently transferred these assets to Prepaid Communications Corp.
(Delaware), an indirect wholly owned subsidiary of

7
<PAGE> 12

CoreComm, that is now an indirect wholly owned subsidiary of the Company.
See "BUSINESS -- Paging Business" and "-- Prepaid Cellular Business."

- CoreComm formed the Company on March 18, 1998, in order to effect the
Distribution. The Company's original name was Cortelyou Communications
Ltd., which subsequently was changed to CoreComm Limited. The Company
currently is a wholly owned direct subsidiary of CoreComm.

- Cortelyou Communications Corp. (Delaware) ("Cortelyou") owns 15 LMDS
licenses that were obtained through an FCC auction, as described more
fully in the section entitled "BUSINESS -- Local Multipoint Distribution
Service Business." The licenses were granted on June 8, 1998. CoreComm
made the final payment to the FCC on June 22, 1998, for a total of $25.2
million paid for the LMDS licenses. See also "REGULATION -- LMDS."

8
<PAGE> 13

CORECOMM INCORPORATED STRUCTURE AS OF AUGUST 31, 1998

[CORECOMM INCORPORATED ORGANIZATIONAL CHART]

9
<PAGE> 14

Planned Structure of CoreComm Limited

On August 18, 1998 CoreComm contributed to the Company all of the above
businesses except for the Puerto Rico and U.S. Virgin Islands Telecommunications
Businesses (the "Contributions") The Contributions consisted of the capital
stock of the Telco Group, Digicom, Wireless Outlet, CNI and Cortelyou. The
post-Distribution structure of CoreComm Limited is detailed in the chart
following this section entitled "CoreComm Limited (Newco) Structure." The
Contributions and Distribution result in CoreComm Limited having a holding
company structure, with the following subsidiaries of the Company operating the
following principal businesses, as a result of the transactions specified:

- The Company will contribute all of the capital stock of CoreComm Telco,
Inc. to CoreComm Operating Co. Ltd. (Bermuda), a wholly owned subsidiary
of the Company, which as a result will indirectly own the 28 CLEC
Subsidiaries.

- The Company will contribute all of the capital stock of the following
subsidiaries to CoreComm Ohio Ltd. (Bermuda), an indirectly wholly owned
subsidiary of the Company, each of which will continue to carry on the
same businesses as it did as a subsidiary of CoreComm: Prepaid
Communications Corp., Digicom, Inc., CoreComm Newco, Inc. and Cortelyou
Communications Corp. Cortelyou Communications Corp. is held by FCC Holdco
I, Inc. (Delaware), a wholly owned direct subsidiary of CoreComm Ohio,
Ltd.

Detailed descriptions of the businesses that are carried on by the Company
appear in the section entitled "BUSINESS --."

10
<PAGE> 15

CORECOMM LIMITED (NEWCO) STRUCTURE

[CORECOMM LIMITED ORGANIZATIONAL CHART]

11
<PAGE> 16

Current Structure of CoreComm After the Contributions

CoreComm retains and continues to carry on all of the Puerto Rico and U.S.
Virgin Island Telecommunications Businesses.

MANNER OF EFFECTING THE DISTRIBUTION

The general terms and conditions relating to the Distribution are set forth
in a Distribution Agreement, dated as of August 18, 1998 (the "Distribution
Agreement"), between CoreComm and the Company. See "RELATIONSHIP BETWEEN
CORECOMM AND THE COMPANY AFTER THE DISTRIBUTION."

The Distribution will be made on the basis of one share of Newco Common
Stock for each share of CoreComm Common Stock held on the Record Date. The
actual total number of shares of Newco Common Stock to be distributed will
depend on the number of shares of CoreComm Common Stock outstanding on the
Record Date. Based upon the shares of CoreComm Common Stock outstanding on
August 14, 1998, approximately 13,198,000 shares of Newco Common Stock will be
distributed to CoreComm's stockholders. The shares of Newco Common Stock will be
fully paid and nonassessable and the holders thereof will not be entitled to
preemptive rights. See "DESCRIPTION OF COMPANY CAPITAL STOCK."

Prior to the Distribution Date, CoreComm will deliver all shares of Newco
Common Stock to be distributed ("Distribution Shares") to the Distribution Agent
for distribution. The Distribution Agent will mail, beginning on or about the
Distribution Date, certificates representing the Distribution Shares to CoreComm
shareholders of record on the Record Date. CoreComm shareholders will not be
required to pay for shares received in the Distribution, or to surrender or
exchange CoreComm shares in order to receive shares of Newco Common Stock. No
vote of CoreComm shareholders is required or sought in connection with the
Distribution.

No holder of CoreComm Common Stock will be required to pay any cash or
other consideration for the shares of Newco Common Stock received in the
Distribution or to surrender or exchange shares of CoreComm Common Stock in
order to receive shares of Newco Common Stock.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of certain of the material anticipated Federal
income tax consequences under current law relating to the Distribution. This
summary is based upon the provisions of the Internal Revenue Code of 1986, as
amended (the "Code"), Treasury regulations promulgated thereunder and
administrative rulings and judicial decisions now in effect, all of which are
subject to change, possibly with retroactive effect. The following discussion
does not purport to deal with all aspects of Federal income taxation that may be
applicable to specific stockholders. In particular, the following discussion may
not be applicable to stockholders who acquired their shares of CoreComm capital
stock pursuant to the exercise of employee stock options or other compensation
arrangements with CoreComm or who are not citizens or residents of the United
States or who are otherwise subject to special tax treatment. In addition, this
discussion applies only to stockholders who have held their CoreComm Common
Stock and will hold their Newco Common Stock as capital assets.

EACH STOCKHOLDER IS URGED TO CONSULT HIS OWN TAX ADVISOR TO DETERMINE THE
PARTICULAR FEDERAL TAX CONSEQUENCES TO SUCH STOCKHOLDER OF THE DISTRIBUTION, AS
WELL AS THE APPLICABILITY AND EFFECT OF STATE, LOCAL, FOREIGN AND OTHER TAX
LAWS.

Earnings and Profits. The discussion below refers to current and
accumulated earnings and profits for Federal income tax purposes. CoreComm
presently believes that it does not have, as of the date hereof, any current or
accumulated earnings and profits. However, CoreComm may generate current
earnings and profits for 1998, including as a result of the Distribution. It is
impossible to predict whether the Company or CoreComm will have earnings and
profits for 1998. Similarly, earnings and profits of the Company during years
after 1998 will depend on future activities, as to which no predictions can be
made.

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<PAGE> 17

The Distribution. The Distribution will be a taxable transaction for
Federal income tax purposes. Accordingly, an amount equal to the fair market
value on the Distribution Date of Newco Common Stock distributed to each
stockholder will be taxable to such stockholder as a dividend, but only to the
extent of the stockholder's portion of CoreComm's current and accumulated
earnings and profits for Federal income tax purposes for the year of the
Distribution. The amount, if any, of such fair market value that exceeds the
stockholder's portion of such earnings and profits will be treated first, as a
nontaxable reduction of the stockholder's tax basis in his shares of CoreComm
Common Stock, to the extent of such tax basis, and thereafter, as gain from the
sale of such shares. Such gain will be capital gain and will be long-term
capital gain if the Corecomm Common Stock has been held for more than one year.

In general, a dividend for Federal income tax purposes that is made from
CoreComm to a corporate stockholder will qualify for the 70% dividends received
deduction under Section 243 of the Code, to the extent certain holding period
and other requirements are met. Corporate stockholders should note, however,
that there can be no assurance that there will be sufficient earnings and
profits for any of the Distribution to constitute a dividend for Federal income
tax purposes. In addition, certain "extraordinary dividends" under Section 1059
of the Code could cause a corporate holder that claims the dividends received
deduction to reduce its tax basis in its CoreComm Common Stock. Corporate
holders of CoreComm Common Stock are advised to consult their own tax advisors
regarding the treatment of the Distribution as a dividend.

A stockholder's initial tax basis in Newco Common Stock generally will
equal such stock's fair market value on the Distribution Date, and his holding
period for the Newco Common Stock will begin on the Distribution Date.

To the extent that the fair market value of the assets contributed by
CoreComm to Newco prior to the distribution exceeds CoreComm's tax basis
therein, or to the extent that the fair market value of the Newco Common Stock
on the Distribution Date exceeds CoreComm's tax basis in the Newco Common Stock
immediately before the distribution, then CoreComm will recognize capital gain,
and generate current earnings and profits in an amount equal to such excess. No
loss will be recognized.

Ownership of Newco Common Stock. For U.S. Federal income tax purposes, and
subject to the discussion below regarding PFICs (as defined below), a
stockholder will recognize gain or loss equal to the difference between the
amount realized on a sale or exchange of Newco Common Stock and his tax basis
therein. Any such gain or loss will be capital gain or loss, and will constitute
long-term capital gain if such stock was held more than one year.

The Company will be a passive foreign investment company (a "PFIC") if 75%
or more of its gross income (including the pro rata share of the gross income of
any company, U.S. or foreign, in which the Company is considered to own 25% or
more of the shares by value) in a taxable year is passive income (the "Income
Test"). Alternatively, the Company will be considered to be a PFIC if at least
50% of the assets (averaged over the year and generally determined based upon
fair market value) of the Company (including the pro rata share of the assets of
any company of which the Company is considered to own 25% or more of the shares
by value) in a taxable year are held for the production of, or produce, passive
income (the "Asset Test"). Notwithstanding the foregoing, however, a corporation
shall not be treated as a PFIC for the first taxable year it has gross income
(the "start-up year") if (i) no predecessor of such corporation was a PFIC, (ii)
it is established to the satisfaction of the Secretary of the Treasury that such
corporation will not be a PFIC for either of the first two taxable years
following the start-up year, and (iii) such corporation is not a PFIC for either
of the first two years following the start-up year. If the Company becomes a
PFIC, each stockholder who is a U.S. person, in the absence of an election by
such stockholder to treat the Company as a "qualified electing fund" (a "QEF
election"), as discussed below, upon certain distributions by the Company and
upon disposition of the Newco Common Stock at a gain, would be liable to pay tax
at the then prevailing income tax rates on ordinary income plus interest on the
tax, as if the distribution or gain had been recognized ratably over the
stockholder's holding period for the Newco Common Stock. Additionally, if the
Company were to become a PFIC, stockholders who acquire Newco Common Stock from
a decedent would be denied the normally available step-up of the tax basis for
such shares to fair market value at the date of death and instead would have a
tax basis equal to the decedent's basis, if lower.

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<PAGE> 18

If a stockholder had made a QEF election for all taxable years that such
shareholder has held the Newco Common Stock and the Company were a PFIC,
distributions and gain will not be deemed to have been recognized ratably over
the stockholder's holding period or be subject to an interest charge, gain on
the sale of Newco Common Stock will be characterized as capital gain and the
denial of basis step-up at death described above will not apply. Instead, a
stockholder that has made a QEF election is required for each taxable year to
include in income a pro rata share of the ordinary earnings of the qualified
electing fund as ordinary income and a pro rata share of the net capital gain of
the qualified electing fund as capital gain, regardless of whether the Company
has distributed such earnings or gain.

A stockholder of certain publicly traded PFIC stock could elect to mark the
stock to market annually, recognizing as ordinary income or loss each year an
amount equal to the difference between the holder's adjusted basis in the PFIC
stock and its fair market value. Losses would be allowed only to the extent of
net mark-to-market gain previously included by the stockholder under the
election for prior taxable years. If the mark-to-market election were made, then
the rules set for the above would not apply for periods covered by the election.

The tests for determining PFIC status are applied annually and it is
difficult to make accurate predictions of future income and assets, which are
relevant to this determination. Accordingly, there can be no assurance that the
Company will not become a PFIC. If the Company's income and fair market value of
assets for its first taxable year ending December 31, 1998 do not change
significantly from the Distribution Date, the Company likely would meet the
Income Test or Asset Test for determining PFIC status. Such change could result,
for example, from the acquisition of one or more businesses that would enable
the Company to fail the Income Test and Asset Test for determining PFIC status.
However, if the Company still met those tests by year end, it could still
qualify for the "start-up year" exception to PFIC status described above,
depending upon, for example, its use of cash.

The Company will comply with applicable information reporting requirements
for stockholders to make a QEF election and will promptly supply a PFIC annual
information statement to any stockholder or former stockholder who requests it,
as well as any other information that may be required to give effect to a QEF
election. Stockholders should consult their own tax advisors regarding
eligibility, manner and advisability of making a QEF election if the Company is
treated as a PFIC.

THE DISCUSSION ABOVE DOES NOT COVER ALL ASPECTS OF FEDERAL TAXATION THAT
MAY BE RELEVANT TO PARTICULAR STOCKHOLDERS. ACCORDINGLY, STOCKHOLDERS ARE URGED
TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES
OF THE DISTRIBUTION.

LISTING AND TRADING OF NEWCO COMMON STOCK

The Company has applied for listing of the shares of Newco Common Stock on
the Nasdaq National Market System under the symbol "COMMF." The Company is
expected to have initially approximately 317 holders of record, based on the
number of stockholders of record of CoreComm on August 14, 1998.

A "when-issued" trading market is expected to develop on or about the
Record Date. The term "when-issued" means that shares can be traded prior to the
time certificates are actually available or issued. Prices at which the shares
of Newco Common Stock may trade on a "when-issued" basis or after the
Distribution cannot be predicted. See "RISK FACTORS -- Absence of Prior Trading
Market for Newco Common Stock."

The shares of Newco Common Stock distributed to CoreComm stockholders will
be freely transferable, except for shares received by persons who may be deemed
to be "affiliates" of the Company within the meaning of the Securities Act of
1933, as amended (the "Securities Act"). Persons who may be deemed to be
affiliates of the Company after the Distribution generally include individuals
or entities that control, are controlled by, or are under common control with
the Company and may include the directors and principal executive officers of
the Company as well as any principal stockholder of the Company. Persons who are
affiliates of the Company will be permitted to sell their shares of Newco Common
Stock only pursuant to an effective registration statement under the Securities
Act or an exemption from the registration requirements of the Securities Act,
such as the exemptions afforded by Section 4(2) of the Securities Act and Rule
144 thereunder.

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<PAGE> 19

RISK FACTORS

LIMITED OPERATIONS; EARLY STAGE COMPANY

Aside from OCOM's cellular long distance business, which has been operating
for seven years, the Company has only recently begun managing the other Newco
Business, and has only recently begun to develop the requisite staff and plans
necessary to effectively manage and operate these businesses. Therefore,
historical financial information is reflective of a company in the early growth
stage of its development. Prospective investors should be aware of the
difficulties encountered by enterprises in development, like the Company,
especially in view of the highly competitive nature of the telecommunications
industry. See "-- New Industry and Technology Risks and Limitations."

OPERATING HISTORY AND FUTURE PROSPECTS; TRANSITION TO AN INDEPENDENT PUBLIC
COMPANY

The Company was formed from various, separate previously owned CoreComm
subsidiaries and independent businesses, and does not have an operating history
as an independent public company. Accordingly, the financial statements included
herein may not necessarily reflect the results of operations, financial
condition and cash flows that would have been achieved had the Newco Businesses
been operated as an independent company during the periods presented. Following
the Distribution, the Company will also be responsible for the costs associated
with being an independent public company, including costs related to corporate
governance, listed and registered securities and investor relations issues.

Moreover, the financial statements included herein do not reflect many
changes that may occur in the operations of the Company as a result of the
Company's future business strategies. See "MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" and "BUSINESS." There can be
no assurance as to the timing or amount of any positive contribution which may
be realized from these changes or that these changes might not result in
material adverse consequences.

The Company's future results of operations will also depend upon a number
of factors and events, including the following: (i) the levels of demand for the
Company's existing products; (ii) the substantial competition encountered by the
Company in all of its lines of business (see "-- Competition"); (iii) the effect
of future regulatory changes; and (iv) the Company's transition to a separate
public company and the costs associated therewith.

LIQUIDITY AND CAPITAL RESOURCES

The amount of capital required to construct the LMDS systems in unknown at
this time, but is likely to be several times the cost of the licenses. In
addition to up-front network construction costs, a significant ongoing capital
requirement will be the cost to acquire customer premise equipment to receive
and transmit LMDS signals. The network and customer premise equipment costs are
unknown because a de facto standard has yet to emerge among the LMDS auction
winners and because insufficient orders have been placed with

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<PAGE> 20

manufacturers who determine likely prices for equipment. As license holders
choose equipment manufacturers and one or more equipment standard emerges,
prices will become more easily quantifiable.

COMPETITION

The telecommunications industry and all of its segments are highly
competitive. Newco's Competitive Local Exchange Carrier ("CLEC") business, which
is in the development stage, will operate in this highly competitive
environment. The Company expects that competition will continue to intensify in
the future due to the increase in the size, resources and number of market
participants. In each of its markets, the Company faces competition from larger,
better capitalized incumbent providers.

In the local exchange markets, the Company also faces competition or
prospective competition from one or more CLECs, many of which have significantly
greater financial resources than the Company, and from other competitive
providers, including some non-facilities-based providers like the Company. For
example, AT&T, MCI and Sprint, among other carriers, have each begun to offer
local telecommunications services in major U.S. markets using their own
facilities or by resale of the ILECs' or other providers' services. In fact,
certain competitors, including AT&T, MCI and Sprint, have entered into
interconnection agreements with Ameritech (as defined) with respect to the
States of Michigan and Ohio, where the Company currently operates. These
competitors either have begun or in the near future likely will begin offering
local exchange service in those states, subject to the joint marketing
restrictions under the Telecommunications Act. In addition to these long
distance service providers, entities that currently offer or are potentially
capable of offering switched services include other CLECs, cable television
companies, electric utilities, other long distance carriers, microwave carriers,
wireless telephone system operators and large customers who build private
networks. Many facilities-based CLECs and long distance carriers, for example,
have committed substantial resources to building their networks or to purchasing
CLECs or Inter Exchange Carriers ("IXC's") with complementary facilities. By
building or purchasing a network or entering into interconnection agreements or
resale agreements with ILECs, including Regional Bell Operating Companies
("RBOCs"), a facilities-based provider can offer single source local and long
distance services similar to those offered by the Company. Such additional
alternatives may provide such competitors with greater flexibility and a lower
cost structure than the Company. In addition, some of these CLECs and other
facilities-based providers of local exchange service are acquiring or being
acquired by IXCs. While certain of these combined entities may continue to be
subject to the joint marketing restrictions in the Telecommunications Act,
others will not be subject to such restrictions. Any of these combined entities
may have resources far greater than those of the Company. These combined
entities may provide a bundled package of telecommunications products, including
local and long distance telephony, that is in direct competition with the
products offered or planned to be offered by the Company. See
"BUSINESS -- REGULATION" and "BUSINESS -- COMPETITION."

The Company's LMDS Business will compete with franchised cable systems and
also may face competition from several other sources, such as Multichannel
Multipoint Distribution Systems ("MMDS"), Satellite Master Antenna Television
systems, DBS, video service from telephone companies and television receive-only
satellite dishes. Moreover, the Telecommunications Reform Act eliminates
restrictions that prohibit local telephone exchange companies from providing
video programming in their local telephone service areas and substantially
reduces current and future regulatory burdens on franchised cable systems, thus
potentially resulting in significant additional competition from local telephone
companies and franchised cable systems.

Pay television operators face competition from other sources of
entertainment, such as movie theaters and computer on-line services. Further,
premium movie services offered by cable television systems have encountered
significant competition from the home video industry. In areas where several
off-air television broadcasts can be received without the benefit of cable
television, cable television systems have experienced competition from such
broadcasters.

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<PAGE> 21

Many actual and potential competitors have greater financial, marketing and
other resources than the Company. No assurance can be given that the Company
will be able to compete successfully. See "BUSINESS -- REGULATION -- LMDS" and
"BUSINESS -- COMPETITION."

NEW INDUSTRY AND TECHNOLOGY RISKS AND LIMITATIONS

The Company's planned LMDS broadband wireless telecommunications system
utilizes a new technology with a limited operating history whose system
architecture remains subject to further development and refinement. In the past,
other companies experienced a number of technical difficulties, some of which
have affected subscriber acceptance of their systems. Additional technical
issues may arise in the course of system deployment that could adversely affect
reception quality and coverage of the Company's possible service areas. In
addition, the Company believes that a significant percentage of the households
in the Company's LMDS markets will be located in "shadowed" areas capable of
receiving the transmitted signal only with the assistance of small, low cost
"repeaters," which the Company may deploy. The Company would only deploy
repeaters where such deployment is economically justifiable. Two-Way Services
will require the development and mass production of appropriate equipment. There
can be no assurance that such equipment will become commercially available at a
cost acceptable to the Company. While a number of techniques, including digital
compression and frequency reuse technologies, can expand the effective capacity
of the Company's system, the Company's capacity to support high service volumes
will ultimately be limited by its total available bandwidth and limitations of
the technology it employs. See "BUSINESS -- LMDS Business" and
"BUSINESS -- REGULATION -- LMDS".

POSSIBILITY OF LOSS OF CELLULAR ONE(R) BRAND NAME; COSTS OF INTRODUCING NEW
BRAND NAME

The Company has a license for the use of the service mark and trademark
CELLULAR ONE(R), in the States of Ohio and Michigan which is also licensed to
many of the non-wireline cellular systems in the United States. In 1997, the
owners of such mark entered into a new agreement with OCOM Corporation, with an
effective thirteen-year term, which agreement was assigned to a subsidiary of
the Company on June 1, 1998. Under the Cellular One(R) Agreement, the Company is
required to maintain certain service quality standards and to pay licensing and
other fees for the use of the service mark. If the Company had to adopt a new
brand name, it could encounter significant challenges in marketing its services
under the new brand name. The Company believes that the use of the nationally
recognized Cellular One(R) brand name will assist in attracting and retaining
customers in its markets. The Company would have to make large advertising and
promotional expenditures to position a new brand name in its regional and local
markets. The Company is unable to predict the extent of expenditures that would
be necessary to implement such a strategy. The Company is also unable to predict
with certainty the extent to which the substitution of a new brand name may
adversely affect its retention and acquisition of customers, its access to
distribution channels or its financial performance.

Although the Company anticipates that it will continue to have use of the
mark, there is no guarantee that it will remain available after the expiration
of the existing agreements. Moreover, it is possible that the Company will cease
to meet the service quality standards required to maintain use of the mark. See
"BUSINESS -- Patents, Copyrights and Licenses."

DEPENDENCE ON RELATIONSHIPS WITH THIRD-PARTY FACILITIES-BASED PROVIDERS

The Company does not own any part of a local exchange network or a long
distance network. As a result, the Company depends entirely on facilities-based
carriers for its various resale based services, and has entered into agreements
with such carriers. Although the Company believes that its relations with its
underlying carriers are good, the termination of any of the Company's contracts
with its carriers or a reduction in the quality or increase in cost of such
carriers' services could have a material adverse effect on the Company's
financial condition and results of operations. In addition, the accurate and
prompt billing of the Company's customers is dependent upon the timeliness and
accuracy of call detail records provided by the carriers whose service the
Company resells. There can be no assurance that the current carriers will
continue to provide, or that new carriers will provide, accurate information on
a timely basis, and such carrier's failure to do so could have a material
adverse effect on the Company's financial condition and results of operations.

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<PAGE> 22

In addition, physical damage, power loss and software defects (including
the inability to update their systems to be Year 2000 compliant) of the
facilities-based carriers may cause interruption in service and/or reduced
capacity for the Company's customers. In the event that the Company's long
distance carriers are unable to handle the growth in customer usage, the Company
could transfer such traffic to a carrier that had sufficient capacity, but there
can be no assurance that additional capacity will be available. If any of the
local exchange carriers are unable to handle the provisioning or growth in
customer usage, then the Company would be required to use another local carrier,
which could be difficult in light of the limited development of facilities-based
competitive local exchange networks. In the event the Company otherwise elects
to use other carriers, the charges for such services may exceed those under the
existing contracts, which could have a material adverse effect on the Company's
financial condition and results of operations. See "BUSINESS."

RISK OF SUBSCRIBER ACCEPTANCE AND SERVICE CANCELLATION

The success of the Company's business strategy will depend upon consumer
acceptance of the Company's planned offerings, most of which are in their early
stages of deployment or are only in the planning stage. Subscriber acceptance
could be adversely affected by, among other things, customer loyalty to more
established competitors and unfamiliarity with the Company's systems. In
addition, there can be no assurance that technical problems will not impede or
delay subscriber acceptance of the Company's services.

DEPENDENCE ON KEY PERSONNEL

The Company believes that its success will depend to a significant extent
upon the abilities and continued efforts of its senior management to execute its
business strategy. The loss of the services of any of such individuals could
have a material adverse effect upon the Company's results of operations and
financial condition. The members of senior management are all officers and/or
directors of other companies. None of these individuals have entered into
employment agreements with the Company. See "MANAGEMENT -- Executive Officers."

POTENTIAL CONFLICTS OF INTEREST FOR OFFICERS AND DIRECTORS

Certain officers and directors of the Company are also officers and
directors of NTL, Cellular Communications International, Inc. ("CCII") and
CoreComm (the "Former Affiliates"). (See "MANAGEMENT -- Directors," and
"-- Executive Officers"). From time to time, opportunities may arise that would
be pursued by one or more of the Former Affiliates or the Company. Because all
of the directors of the Company are directors of one or more of the Former
Affiliates, decisions respecting such opportunities may result in a conflict of
interest. In those instances, the Company's Board of Directors will seek to act,
with the advice of the Company's counsel, in a manner consistent with each
director's duties to the Company and its shareholders under the law.

ABSENCE OF PRIOR TRADING MARKET FOR NEWCO COMMON STOCK

There has not been any established public trading market for Newco Common
Stock, although it is expected that a "when-issued" trading market will develop
on or about the Record Date. The Company has applied for listing of the Newco
Common Stock on the Nasdaq National Market System. However, there can be no
assurance either as to the prices at which shares of Newco Common Stock will
trade before or after the Distribution Date. Until the Newco Common Stock is
fully distributed and an orderly market for those shares develops, the prices at
which such shares trade may fluctuate significantly. Prices for shares of Newco
Common Stock will be determined in the marketplace and may be influenced by many
factors, including the nature and liquidity of the market for the shares,
investor perception of the Company, the competitive environment of the
industries in which the Company participates, and general economic and market
conditions.

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<PAGE> 23

DIVIDENDS AND SHARE REPURCHASES

The payment and amount of cash dividends or share repurchases, if any, on
the Newco Common Stock after the Distribution will be subject to the discretion
of the Company's Board of Directors. The Company's policy will be reviewed by
the Company's Board of Directors at such future times as may be appropriate, and
payment of dividends on or share repurchases of the Newco Common Stock will
depend upon the Company's financial position, capital requirements,
profitability, cash flows, and such other factors as the Company's Board of
Directors deems relevant. At present, the Company has no plans to pay cash
dividends in the foreseeable future.

POSSIBLE ANTI-TAKEOVER EFFECTS OF CERTAIN CHARTER AND BY-LAW PROVISIONS AND
OTHER MATTERS

Certain provisions of the Company's By-Laws, including provisions
classifying the Board of Directors, prohibiting stockholder action by written
consent and requiring advance notice for nomination of directors and stockholder
proposals, may inhibit changes of control of the Company that are not approved
by the Company's Board of Directors. Such By-Law provisions and preferred stock
purchase rights could diminish the opportunities for a stockholder to
participate in certain tender offers, including tender offers at prices above
the then-current fair market value of the Newco Common Stock, and may also
inhibit fluctuations in the market price of the Newco Common Stock that could
result from takeover attempts. In addition, the Company's Board of Directors,
without further stockholder approval, may issue preferred stock that could have
the effect of delaying, deferring or preventing a change in control of the
Company. The issuance of preferred stock could also adversely affect the voting
power of the holders of Newco Common Stock, including the loss of voting control
to others. The Company has no present plans to issue any preferred stock. The
provisions of the By-Laws and the preferred stock purchase rights may have the
effect of discouraging or preventing an acquisition of the Company or a
disposition of certain of the Company's businesses. See "DESCRIPTION OF COMPANY
CAPITAL STOCK -- Certain Special Provisions of the By-Laws."

GOVERNMENT REGULATION

The Company is subject to extensive regulation by the FCC and by the public
utility commissions of various states. Changes in statutes, regulations or
judicial interpretations, such as permitting new competitors to enter the
communications services marketplace, which is an element of the
Telecommunication Act of 1996 (the "Telecommunications Act"), could have
material adverse effects on the Company's operations. See
"BUSINESS -- REGULATION"

BERMUDA COMPANY

The Company's corporate affairs are governed by its Memorandum of
Association and By-laws and by the laws governing corporations incorporated in
Bermuda. The rights of shareholders of the Company and the responsibilities of
members of the Company's Board of Directors under Bermuda law are different from
those applicable to a corporation incorporated in the United States. For a
description of certain relevant provisions of Bermuda law, see "DESCRIPTION OF
COMPANY CAPITAL STOCK --."

RELATIONSHIP BETWEEN CORECOMM
AND THE COMPANY AFTER THE DISTRIBUTION

GENERAL

The Company's relationship with CoreComm will be governed by agreements to
be entered into in connection with the Distribution, including a Distribution
Agreement and a Tax Disaffiliation Agreement, the material terms of which are
described below. The descriptions set forth below are intended to be summaries,
and while material terms of the agreements are set forth herein, the
descriptions are qualified in their entirety by reference to the relevant
agreement filed as an exhibit to the Registration Statement of which this
Information Statement is a part.

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<PAGE> 24

DISTRIBUTION AGREEMENT

CoreComm and the Company have, effective August 18, 1998, entered into the
Distribution Agreement. The Distribution Agreement provides that on the date of
the Distribution, CoreComm will deliver to the Distribution Agent a certificate
or certificates representing 100% of the shares of Newco Common Stock. Upon
receipt of a certificate from the Secretary or other appropriate officer of
CoreComm certifying the number of shares of CoreComm Common Stock outstanding on
the Record Date, Newco will deliver to CoreComm for the benefit of holders of
record of CoreComm Common Stock on the Record Date, one share of Newco Common
Stock for every share of CoreComm Common Stock outstanding and will instruct the
Distribution Agent to distribute the shares to the holders of CoreComm Common
Stock on the basis of one share of Newco Common Stock for every share of
CoreComm Common Stock owned on the Record Date. The Distribution Agreement
further provides that CoreComm and Newco will cooperate to determine the amount
of taxes or other government fees payable in connection with the Distribution
and that payment of such fees shall be the responsibility of Newco and shall be
reimbursed by Newco to CoreComm promptly upon request. All other costs
associated with the Distribution will be paid by CoreComm.

The Distribution Agreement is governed by the laws of the State of
Delaware.

TAX DISAFFILIATION AGREEMENT

CoreComm and the Company, effective August 18, 1998, have entered into a
Tax Disaffiliation Agreement (the "Tax Disaffiliation Agreement"), detailing
their respective obligations concerning various tax liabilities. The Tax
Disaffiliation Agreement generally will require CoreComm to pay, and indemnify
the Company against, all Federal, state and local domestic taxes relating to the
businesses conducted by CoreComm or its subsidiaries for any taxable period
ending on or prior to the Distribution Date. Taxes relating to the Company and
its subsidiaries for periods after the Distribution Date will be paid by the
Company.

The Tax Disaffiliation Agreement further provides for cooperation with
respect to certain tax matters, the exchange of information and retention of
records which may affect the tax liability of either party.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

Currently, CoreComm owns 1,200,000 shares of Newco Common Stock.
Immediately after the Distribution, approximately 13,198,000 shares of Newco
Common Stock will be outstanding, based on the number of shares of CoreComm
Common Stock outstanding on August 14, 1998.

20
<PAGE> 25

The following table sets forth certain information regarding the beneficial
ownership of CoreComm Common Stock, as of August 14, 1998, by stockholders
holding 5% or more of CoreComm's Common Stock.

<TABLE>
<CAPTION>
PERCENT
COMMON STOCK VOTE
NUMBER PERCENTAGE OF COMMON
NAME AND ADDRESS OF SHARES OF OWNERSHIP STOCK
---------------- ------------ ------------ ---------
<S> <C> <C> <C>
Snyder Capital Management, L.P.(1).................... 1,687,662 12.43 12.43
Snyder Capital Management, Inc.
350 California Street, Suite 1460
Francisco, CA 94104
Ronald Baron(2)....................................... 1,506,200 11.09 11.09
Baron Capital Group, Inc.
AMCO, Inc.
Baron Capital Management Inc.
Baron Asset Fund
767 Fifth Avenue
New York, NY 10153
Wallace R. Weitz & Company(3)......................... 829,300 6.11 6.11
1125 South 103rd Street
Suite 600
Omaha, NE 68124-6008
The Equitable Companies Incorporated(4)............... 710,249 5.23 5.23
1290 Avenue of the Americas
New York, NY 10104
Lazard Freres & Co., LLC(5)........................... 681,883 5.02 5.02
30 Rockefeller Plaza
New York, NY 10020
</TABLE>

- ---------------
(1) Based solely upon a Schedule 13-G, filed by Snyder Capital Management, L.P.
and by Snyder Capital Management, Inc. with the Securities and Exchange
Commission (the "SEC") on May 12, 1998.

(2) Based solely upon a Schedule 13-G (Amendment No. 2), filed by Baron Capital,
Inc. with the SEC on February 19, 1998.

(3) Based solely upon a Schedule 13-G, filed by Wallace R. Weitz & Company with
the SEC on February 11, 1998.

(4) Based solely upon a Schedule 13-G, filed by The Equitable Companies
Incorporated with the SEC on February 13, 1998.

(5) Based solely upon a Schedule 13-G (Amendment No. 1), filed by Lazard Freres
& Co., LLC with the SEC on April 6, 1998.

DESCRIPTION OF CORECOMM FUNDING OF THE COMPANY

Prior to the Distribution, CoreComm will contribute to Newco $150 million
in cash. The financing will be used to pay expenses associated with the
Distribution and for working capital and general corporate purposes of the
Company following the Distribution, including making future acquisitions. It is
currently estimated that expenses associate with the Distribution will be
approximately $500,000. CoreComm will fund the capital contribution with the
proceeds of a bank loan to CCPR Services, Inc. ("Services"), a wholly-owned
indirect subsidiary of CoreComm. Services entered into a credit agreement dated
August 11, 1998, with The Chase Manhattan Bank and the other lenders party
thereto, for senior secured credit facilities in an aggregate amount of up to
$170 million. On August 11 and 12, 1998, Services drew down under the credit
agreement an aggregate of $155 million of which $150 million was transferred to
CoreComm.

21
<PAGE> 26

PRO FORMA CAPITALIZATION
(IN THOUSANDS)
(UNAUDITED)

The following table sets forth the historical and pro forma capitalization
of the Company at June 30, 1998. This table should be read in conjunction with
the Unaudited Pro Forma Financial Information appearing elsewhere in this
Information Statement. The pro forma information may not reflect the
capitalization of the Company in the future or as it would have been had the
Company been a separate, independent company on June 30, 1998. Assumptions
regarding the number of shares of CoreComm Common Stock may not reflect the
actual number of shares at the Distribution Date. See "Unaudited Pro Forma
Financial Information."

<TABLE>
<CAPTION>
AS OF JUNE 30, 1998
-----------------------
HISTORICAL PRO FORMA
---------- ---------
<S> <C> <C>
Long term debt.............................................. $ -- $ --
Shareholder's equity:
Series preferred stock -- $.01 par value; authorized
1,000,000 shares; issued and outstanding none.......... -- --
Common stock, $.01 par value: authorized 75,000,000
shares; issued and outstanding 1,200,000 (historical)
and 13,184,000 (pro forma) shares...................... 12 132
Additional paid-in capital................................ 29,909 179,789
(Deficit)................................................. (1,381) (1,381)
------- --------
Total shareholder's equity.................................. 28,540 178,540
------- --------
Total capitalization........................................ $28,540 $178,540
======= ========
</TABLE>

22
<PAGE> 27

UNAUDITED PRO FORMA FINANCIAL INFORMATION

The unaudited pro forma financial information gives effect to (i) the
acquisition of the assets and related liabilities of OCOM by CoreComm, (ii) the
acquisition of all of the outstanding capital stock of Digicom by CoreComm,
(iii) the acquisition by CoreComm of all of the operating assets of Wireless
Outlet (the acquisitions described in clause (ii) and (iii) above are
collectively referred to as the "Other Acquisitions" and together with the
acquisition described in clause (i) above, the "Acquisitions"), (iv) CoreComm's
contribution to the Company of the Acquisitions, Cortelyou Communications Corp.
and other assets and (v) the $150 million cash contribution from CoreComm
(collectively the "Transactions"). The pro forma financial information is based
on the historical financial statements of the Company, OCOM, Digicom and
Wireless Outlet.

The Acquisitions by CoreComm have been accounted for using the purchase
method of accounting. Accordingly, assets acquired and liabilities assumed have
been recorded at their estimated fair value, which are subject to further
adjustment based upon appraisals and other analysis. The contribution of the
assets from CoreComm to the Company were accounted for at historical cost in a
manner consistent with a transfer of entities under common control which is
similar to that used in a "pooling of interests." The Company's financial
statements include the results of the contributed companies for all periods
owned by CoreComm.

The unaudited pro forma condensed consolidated statement of operations for
the six months ended June 30, 1998 and for the year ended December 31, 1997
gives effect to the Transactions as if they had been consummated on January 1,
1997. The unaudited pro forma condensed consolidated balance sheet as of June
30, 1998 gives effect to the Transactions as if they had been consummated on
June 30, 1998.

The pro forma adjustments are based upon available information and
assumptions that management believes are reasonable at the time made. Management
believes that any variations from the available information and assumptions
applied will not have a material effect on the pro forma financial statements
presented. The unaudited pro forma condensed consolidated financial statements
do not purport to present the financial position or results of operations of the
Company had the Transactions occurred on the dates specified, nor are they
necessarily indicative of the financial position or results of operations that
may be achieved in the future. The unaudited pro forma condensed consolidated
statements of operations do not reflect any adjustments for synergies that
management expects to realize commencing upon consummation of the Acquisitions.
No assurances can be made as to the amount of cost savings or revenue
enhancements, if any, that may be realized.

The unaudited pro forma financial statements should be read in conjunction
with the financial statements and notes thereto of the Company and OCOM, its
predecessor, appearing elsewhere in this Information Statement.

23
<PAGE> 28

CORECOMM LIMITED (NEWCO)

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
JUNE 30, 1998
(IN THOUSANDS)

<TABLE>
<CAPTION>
PRO
HISTORICAL ADJUSTMENTS FORMA
---------- ----------- ---------
<S> <C> <C> <C>
Cash...................................................... $ 201 $150,000A $150,201
Accounts receivable, net.................................. 1,320 1,320
Inventory................................................. 172 172
Other..................................................... 371 371
------- -------- --------
Total current assets................................. 2,064 150,000 152,064
Fixed assets, net......................................... 1,687 1,687
LMDS license costs........................................ 25,356 25,356
Goodwill, net............................................. 2,349 2,349
Other, net................................................ 123 123
------- -------- --------
$31,579 $150,000 $181,579
======= ======== ========
Accounts payable.......................................... $ 842 $ -- $ 842
Other..................................................... 2,197 2,197
------- -------- --------
Total current liabilities............................ 3,039 3,039
Shareholder's equity...................................... 28,540 150,000A 178,540
------- -------- --------
$31,579 $150,000 $181,579
======= ======== ========
</TABLE>

24
<PAGE> 29

CORECOMM LIMITED (NEWCO)

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
SIX MONTHS ENDED JUNE 30, 1998
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
OCOM OTHER PRO
HISTORICAL (PREDECESSOR)(1) ACQUISITIONS(1) ADJUSTMENTS FORMA
---------- ---------------- --------------- ----------- -------
<S> <C> <C> <C> <C> <C>
Revenues..................... $ 1,261 $ 1,452 $1,856 $ -- $ 4,569
Costs and expenses:
Cost of equipment sold..... 15 28 6 49
Operating.................. 1,052 744 1,588 3,384
Selling, general and
administrative.......... 1,417 3,205 478 5,100
Depreciation and
amortization............ 158 257 46 62B 523
------- ------- ------ ------- -------
2,642 4,234 2,118 62 9,056
------- ------- ------ ------- -------
Operating (loss)............. (1,381) (2,782) (262) (62) (4,487)
Other income (expense)....... -- -- -- -- --
------- ------- ------ ------- -------
Net (loss)................... $(1,381) $(2,782) $ (262) $ (62) $(4,487)
======= ======= ====== ======= =======
Basic and diluted net (loss)
per share.................. $ (0.34)
=======
Weighted average shares...... 13,183C 13,183
======= =======
</TABLE>

- ---------------
(1) For periods prior to their acquisition by CoreComm.

25
<PAGE> 30

CORECOMM LIMITED (NEWCO)

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
OTHER PRO
HISTORICAL OCOM ACQUISITIONS ADJUSTMENTS FORMA
---------- ------- ------------ ----------- -------
<S> <C> <C> <C> <C> <C>
Revenues............................ $ -- $ 3,579 $5,571 $ -- $ 9,150
Costs and expenses:
Cost of equipment sold............ 20 20
Operating......................... 1,561 4,380 5,941
Selling, general and
administrative................. 5,934 1,329 7,263
Depreciation and amortization..... 439 146 241B 826
------- ------- ------ ------- -------
7,954 5,855 241 14,050
------- ------- ------ ------- -------
Operating (loss).................... (4,375) (284) (241) (4,900)
Other income (expense).............. (4) (15) -- (19)
------- ------- ------ ------- -------
Net (loss).......................... $ -- $(4,379) $ (299) $ (241) $(4,919)
======= ======= ====== ======= =======
Basic and diluted net (loss) per
share............................. $ (0.38)
=======
Weighted average shares............. 13,075C 13,075
======= =======
</TABLE>

26
<PAGE> 31

CORECOMM LIMITED (NEWCO)

PRO FORMA ADJUSTMENTS
(IN THOUSANDS)

<TABLE>
<C> <S> <C>
A. To record the capital contribution from CoreComm
Capital contribution from CoreComm in cash.................. $150,000
========
B. To record the amortization of goodwill
Amortization of goodwill over 10 years:
For the six months ended June 30, 1998 (6 months of
amortization less the historical amount recorded)........... $ 62
========
For the year ended December 31, 1997........................ $ 241
========
C. To compute the weighted average shares outstanding
Weighted average shares:
Based on the historical weighted average shares of CoreComm
on a one-for-one basis
For the six months ended June 30, 1998...................... 13,183
========
For the year ended December 31, 1997........................ 13,075
========
Stock options are excluded from the calculation of diluted
net loss per share as their effect would be anti-dilutive.
D. Stock Options
Certain employees of the Company currently hold options to
purchase shares of CoreComm Common Stock ("CoreComm
Options") granted pursuant to the CoreComm Stock Option
Plan, which options will generally remain outstanding
following the Distribution. Pursuant to the CoreComm Stock
Option Plan and the related option agreement, an equitable
adjustment will be made to reduce the exercise price of each
such CoreComm Option to reflect (in whole or in part) the
change in the book value of the CoreComm Common Stock
resulting from the Distribution. Employees and Directors of
CoreComm who hold CoreComm Options will generally receive a
corresponding option under the Newco Stock Option Plan,
immediately prior to the Distribution, with an exercise
price determined by the Compensation Committee. Certain of
these optionees will have the ability to express to the
Compensation Committee their preference to receive their
options at various exercise prices and terms intended to
preserve the economic value inherent in such optionee's
existing CoreComm Options. The Compensation Committee will
make the ultimate decision as to the terms of such options.

At the time of the Distribution, in connection with the
issuance of stock options to purchase the Company's common
stock to holders of options to purchase CoreComm's Common
Stock, the Company and CoreComm will each have a measurement
date as defined in APB Opinion No. 25, "Accounting for Stock
Issued to Employees" due to the changes described above.
Accordingly, the Company will record a one time charge of
approximately $6,000,000 as compensation expense. In
addition, CoreComm will record approximately $37,000,000 of
deferred compensation which will be amortized to
compensation expense over the remaining vesting period of
its options.
</TABLE>

27
<PAGE> 32

SELECTED HISTORICAL AND PRO FORMA FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

The following selected historical financial data of the Company and its
predecessor, OCOM, should be read in conjunction with the historical financial
statements and notes thereto included elsewhere in this Information Statement.
The selected historical financial data relates to OCOM as it was operated prior
to its acquisition by CoreComm. The selected historical financial data of OCOM
that relate to the three year period ended December 31, 1997 have been derived
from the historical financial statements of OCOM audited by Ernst & Young LLP,
independent auditors.

The pro forma financial data were derived from the "Unaudited Pro Forma
Financial Information" that give pro forma effect to the Transactions. The pro
forma adjustments are based upon available information and certain assumptions
that management believes are reasonable. The pro forma statement of operations
data for the six months ended June 30, 1998 and for the year ended December 31,
1997 give effect to the Transactions as if they had occurred on January 1, 1997.
The pro forma balance sheet data give effect to the Transactions as if they had
occurred as of June 30, 1998. The pro forma financial data do not purport to
represent what the financial position or results of operations of the Company
would actually have been had the Transactions in fact occurred on the assumed
dates or to project the financial position or results of operations of the
Company for any future periods or date. These tables should be read in
conjunction with "Unaudited Pro Forma Financial Information," "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the Financial Statements included elsewhere herein.

28
<PAGE> 33

SELECTED HISTORICAL AND PRO FORMA FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
THE COMPANY (NEWCO)
---------------------------------------------------------------
PRO FORMA HISTORICAL PRO FORMA
------------------- ------------------- -----------------
FOR THE PERIOD FROM
FOR THE SIX MONTHS APRIL 1, 1998 YEAR ENDED
ENDED JUNE 30, 1998 TO JUNE 30, 1998 DECEMBER 31, 1997
------------------- ------------------- -----------------
<S> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues................................ $ 4,569 $ 1,261 $ 9,150
Costs and expenses:
Cost of equipment sold................ 49 15 20
Operating............................. 3,384 1,052 5,941
Selling, general and administrative... 5,100 1,417 7,263
Depreciation and amortization......... 523 158 826
------- -------- -------
9,056 2,642 14,050
------- -------- -------
Operating (loss)........................ (4,487) (1,381) (4,900)
Other income (expense).................. -- -- (19)
------- -------- -------
Net (loss).............................. $(4,487) $ (1,381) $(4,919)
======= ======== =======
Basic and diluted net (loss) per
share................................. $ (0.34) $ (0.38)
======= =======
Weighted average shares................. 13,183 13,075
======= =======
</TABLE>

<TABLE>
<CAPTION>
NEWCO
-----------------------
JUNE 30, 1998
-----------------------
PRO FORMA HISTORICAL
--------- ----------
<S> <C> <C>
BALANCE SHEET DATA:
Working capital........................................... $149,025 $ (975)
Fixed assets, net......................................... 1,687 1,687
Total assets.............................................. 181,579 31,579
Long-term debt............................................ -- --
Shareholder's equity...................................... 178,540 28,540
</TABLE>

29
<PAGE> 34

SELECTED HISTORICAL FINANCIAL DATA
(IN THOUSANDS)

<TABLE>
<CAPTION>
THE PREDECESSOR (OCOM)
------------------------------------------------------------------------------------
HISTORICAL
------------------------------------------------------------------------------------
FOR THE PERIOD SIX MONTHS YEAR ENDED DECEMBER 31,
FROM JANUARY 1, 1998 ENDED ---------------------------------------------
TO JUNE 1, 1998 JUNE 30, 1997 1997 1996 1995 1994 1993
-------------------- ------------- ------- ------- ------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Revenues................ $ 1,452 $ 1,961 $ 3,579 $ 5,103 $ 4,001 $3,690 $4,286
Costs and expenses:
Cost of equipment
sold................ 28 -- 20 -- -- -- --
Operating............. 744 820 1,561 3,065 2,478 1,617 1,609
Selling, general and
administrative...... 3,205 2,450 5,934 3,119 5,798 1,200 1,728
Depreciation and
amortization........ 257 134 439 149 137 170 192
------- ------- ------- ------- ------- ------ ------
4,234 3,404 7,954 6,333 8,413 2,987 3,529
------- ------- ------- ------- ------- ------ ------
Operating income
(loss)................ (2,782) (1,443) (4,375) (1,230) (4,412) 703 757
Other income
(expense)............. -- (4) (4) 133 258 345 202
------- ------- ------- ------- ------- ------ ------
Net income (loss)....... $(2,782) $(1,447) $(4,379) $(1,097) $(4,154) $1,048 $ 959
======= ======= ======= ======= ======= ====== ======
</TABLE>

30
<PAGE> 35

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

The Company will require significant capital resources to develop and
expand its existing businesses and licenses, acquire or develop additional
telecommunications-related business, and fund near term operating losses. The
Company intends to fund its near term capital expenses, operating losses and
working capital requirements with the $150,000,000 capital contribution in cash
to be received from CoreComm. CoreComm is funding the capital contribution using
the proceeds from a bank loan to CCPR Services, Inc. ("Services"), a
wholly-owned indirect subsidiary of CoreComm. Services entered into a credit
agreement dated August 11, 1998, with The Chase Manhattan Bank and the other
lenders party thereto, for senior secured credit facilities in an aggregate
amount of up to $170,000,000. On August 11 and 12, 1998, Services drew down
under the credit agreement an aggregate of $155 million of which $150 million
was transferred to CoreComm. Longer term, it is likely that the Company will be
required to raise additional debt and/or equity financing to fully implement its
goals.

The existing resale businesses will consume capital to acquire new
customers and to finance the working capital required to support these new
customers. These businesses will also require additional billing, customer
service and other back-office infrastructure. These capabilities can be expanded
in-house or can be outsourced to reduce up-front capital requirements. To date,
the Company's strategy has been to utilize the expertise developed by its
management to develop in-house billing and back-office capabilities. In the
future, the Company plans to make further appropriate acquisitions and to
purchase and build telecommunications facilities which may require significant
capital expenditures.

The amount of capital required to construct the LMDS systems is unknown at
this time, but is likely to be several times the cost of the licenses. In
addition to up-front network construction costs, a significant ongoing capital
requirement will be the cost to acquire customer premise equipment to receive
and transmit LMDS signals. The network and customer premise equipment costs are
unknown because a de facto standard has yet to emerge among the LMDS auction
winners and because insufficient orders have been placed with manufacturers who
determine likely prices for equipment. As license holders choose equipment
manufacturers and one or more equipment standard emerges, prices will become
more easily quantifiable.

RESULTS OF OPERATIONS

The following discussion of the results of operations of the Company is for
the period from April 1, 1998 (date operations commenced) to June 30, 1998. The
results include the results of operations of OCOM (the predecessor business),
Wireless Outlet and Digicom from the dates of acquisition in June 1998, April
1998 and April 1998, respectively. Telecommunications revenues of $1,201,000 and
income from telephone equipment of $45,000 are primarily from Wireless Outlet
and Digicom. Operating costs of $1,052,000 as a percentage of telecommunications
revenues was 87.6% which reflects the lower margins of Wireless Outlet and
Digicom's businesses compared to OCOM's business. Selling, general and
administrative expenses of $1,417,000 are primarily from OCOM and represent
costs for selling, marketing and customer service. Depreciation expense of
$97,000 is primarily from OCOM's fixed assets. Amortization expense of $61,000
is primarily from the amortization of goodwill.

The following discussion of the results of operations of OCOM, the
predecessor business to the Company, is included herein because the Company was
formed in March 1998 and did not have any prior operations. Since OCOM
represents a significant portion of the Company's current business, the
discussion of its historical operating results gives the reader a basis to
evaluate the Company's present business, however the historical results of OCOM
may not be indicative of its future results. OCOM's primary historical business
is its cellular long distance resale business which has been and currently is a
highly competitive segment of the long distance telephone service market. OCOM
competes with the cellular service provider from whom the customer obtains
cellular service for the opportunity to provide long distance service to the
customer. These cellular service providers have been successful in attracting
OCOM's customers through discounts on long

31
<PAGE> 36

distance when linked to airtime rate plans and through the perceived convenience
of a single bill for the use of the cellular telephone and the associated long
distance charges. OCOM has therefore diversified into other telecommunications
resale businesses. See "RISK FACTORS."

The following discussion of the results of operations of OCOM should be
read in conjunction with the financial statements and notes thereto appearing
elsewhere in this Information Statement.

FOR THE PERIOD FROM JANUARY 1, 1998 TO JUNE 1, 1998 AND FOR THE SIX MONTHS ENDED
JUNE 30, 1997

Telecommunications revenues decreased to $1,416,000 from $1,961,000
primarily due to a reduction in cellular long distance revenues as a result of
customers switching to other long distance providers. OCOM's customers have
switched their cellular long distance service due to discounts on long distance
rates and the perceived convenience of a single bill for the use of the cellular
telephone and the associated long distance charges. The Company expects this
trend to continue. OCOM has therefore diversified into other telecommunications
resale businesses. The reduction in cellular long distance revenues was
partially offset by revenues from landline long distance and cellular service,
both of which were introduced subsequent to June 30, 1997.

The income from telephone equipment increased to $8,000 from zero as a
result of the introduction of cellular service in late 1997. OCOM's strategy is
to minimize sales of cellular telephones or accessories below cost, which is
typical in the cellular market since the cellular carriers subsidize the sale of
equipment in order to activate customers under long-term contracts. To date,
OCOM has kept sales of equipment below cost to a minimum. OCOM has obtained
customers and revenues from its cellular service resale business even though it
has not used equipment subsidies. OCOM intends to continue this strategy,
therefore, the nominal amount of income from equipment sales is expected to
continue for the foreseeable future.

Operating costs decreased to $744,000 from $820,000 as a result of the
decline in telecommunications revenues. Operating costs as a percentage of
telecommunications revenues increased to 52.5% from 41.8% due to the reduction
in cellular long distance revenues which has a higher gross margin than landline
long distance and cellular service.

Selling, general and administrative expenses increased to $3,205,000 from
$2,450,000 as a result of increased selling and marketing costs and increased
customer service costs, offset by a reduction in billing costs due to the
implementation of in-house billing subsequent to June 30, 1997.

Depreciation expense increased to $255,000 from $129,000 as a result of an
increase in fixed assets, primarily computer equipment.

Amortization expense decreased to $2,000 from $5,000 because the deferred
costs were fully amortized.

YEARS ENDED DECEMBER 31, 1997 AND 1996

Telecommunications revenues decreased to $3,565,000 from $5,103,000
primarily due to a reduction in cellular long distance revenues as a result of
customers switching to other long distance providers. The reduction in cellular
long distance revenues was partially offset by revenues from landline long
distance and cellular service, both of which were introduced subsequent to
December 31, 1996.

The loss from telephone equipment increased to $6,000 from zero as a result
of the introduction of cellular service in late 1997. OCOM's strategy is to
minimize sales of cellular telephones or accessories below cost, which is
typical in the cellular market since the cellular carriers subsidize the sale of
equipment in order to activate customers under long-term contracts.

Operating costs decreased to $1,561,000 from $3,065,000 as a result of the
decline in telecommunications revenues. Operating costs as a percentage of
telecommunications revenues decreased to 43.8% from 60.1% due to the improvement
in the margin on cellular long distance as a result of a reduction in the
wholesale cost.

Selling, general and administrative expenses increased to $5,934,000 from
$3,119,000 as a result of increased selling and marketing costs, customer
service costs and management costs due to increased efforts beginning in late
1996 to grow and develop OCOM's business.

32
<PAGE> 37

Depreciation expense increased to $428,000 from $138,000 as a result of an
increase in fixed assets, primarily computer equipment.

YEARS ENDED DECEMBER 31, 1996 AND 1995

Telecommunications revenues increased to $5,103,000 from $4,001,000 due to
an increase in cellular long distance revenues as a result of the expansion of
OCOM's cellular long distance resale business in to certain AT&T Wireless
markets in 1995. Prior to this expansion, OCOM only provided cellular long
distance service in certain AirTouch Communications markets in Ohio.

Operating costs increased to $3,065,000 from $2,478,000 as a result of the
increase in cellular long distance revenues. Operating costs as a percentage of
telecommunications revenues decreased to 60.1% from 61.9%.

Selling, general and administrative expenses decreased to $3,119,000 from
$5,798,000. The 1995 amount includes one-time costs of $2,294,000 incurred in
connection with the expansion of the cellular long distance resale business into
certain AT&T Wireless markets. The remainder of the decrease was due to reduced
selling and marketing costs. Included in the 1996 amount are increased billing
costs and increased management costs beginning in late 1996 in order to grow and
develop OCOM's business.

Depreciation expense increased to $138,000 from $126,000 as a result of an
increase in fixed assets.

Other income decreased to $133,000 from $258,000 due to the termination of
OCOM's consulting agreement with AT&T Wireless for assistance in marketing and
implementing a cellular long distance resale business.

YEAR 2000

Many computer systems experience problems handling dates beyond the year
1999. Therefore, some computer hardware and software will need to be modified
prior to the year 2000 in order to remain functional. The Company is assessing
both the internal readiness of its computer systems and the compliance of the
computer systems of certain significant vendors for handling the year 2000. The
Company's assessment is primarily focused on both its information technology
("IT") systems, in particular its billing, provisioning and customer service
systems, and the readiness of the third-party facilities-based carriers that the
Company depends upon for its resale services. See "RISK FACTORS -- Dependence on
Relationships with Third-Party Facilities-Based Providers." The Company's leased
office space and other non-IT equipment which may have embedded technology that
may be affected by the year 2000 problem is being separately assessed. The
Company has completed the assessment of its financial IT systems, which will
require upgrades from vendors at nominal additional cost. The evaluation of the
billing, provisioning and customer service IT systems has progressed from
assessments to renovation and validation. The evaluation of the readiness of the
major third-parties is still in the assessment phase. The Company believes that
all of the facilities-based third-parties that it does business with are
required to report their year 2000 readiness to state public utility
commissions, which will assist the Company in its evaluation of their readiness.
The Company expects to implement successfully the systems and programming
changes necessary to address year 2000 issues, and does not believe that the
cost of such actions will have a material adverse effect on the Company. There
can be no assurance, however, that there will not be a delay in, or increased
costs associated with, the implementation of such changes, and the Company's
inability to implement such changes could have an adverse effect on the Company.
In addition, the failure of certain of the Company's significant vendors to
address the year 2000 issue could have a material adverse effect on the Company.

33
<PAGE> 38

BUSINESS

Newco was formed in March 1998 by CoreComm in order to succeed to the
businesses and assets that were operated by OCOM Corporation and as an
appropriate vehicle to pursue new telecommunications opportunities outside of
Puerto Rico and the U.S. Virgin Islands in an entrepreneurial corporate
environment. Newco is a holding company that owns and operates communications
businesses which were previously held in wholly owned subsidiaries of CoreComm,
some of which have been recently acquired. As of August 14, 1998 Newco and its
subsidiaries had approximately 135 employees. Newco now holds, through directly
and indirectly wholly owned subsidiaries, entities which operate or hold
licenses or applications to operate in the competitive local exchange business,
cellular long distance resale business, landline long distance resale business,
cellular service resale business, paging resale service and repair business,
prepaid cellular service resale business, centralized telecommunications
services business, and local multipoint distribution services business. Aside
from the cellular long distance resale business, which has been operating for
approximately seven years, these businesses are in early stages of development.

Newco's CLEC, cellular long distance, landline long distance and cellular
resale businesses were formerly owned by OCOM Corporation, a subsidiary of NTL
Incorporated ("NTL"). OCOM Corporation sold all of these assets and related
liabilities ("OCOM Corporation Telecoms Business" or "OCOM") to a subsidiary of
CoreComm pursuant to an agreement dated as of June 1, 1998. CoreComm, through a
wholly owned subsidiary, also has purchased all of the outstanding capital stock
of Digicom, Inc. ("Digicom"), which operates a CLEC in the State of Ohio.
CoreComm also acquired all of the operating assets of JeffRand Corp. ("Wireless
Outlet") which operates the Company's paging and prepaid cellular businesses.
Following an FCC auction, on June 8, 1998, Cortelyou Communications Corp.
("Cortelyou"), a wholly-owned subsidiary of CoreComm, was awarded LMDS licenses
for 15 markets in the state of Ohio. CoreComm contributed to Newco all of the
capital stock of OCOM, Digicom, Wireless Outlet and Cortelyou on August 18,
1998.

COMPETITIVE LOCAL EXCHANGE CARRIER BUSINESS

Newco's Competitive Local Exchange Carrier ("CLEC") business is divided
into two segments: Ohio and twenty-eight undeveloped markets. In the State of
Ohio, through its acquisition of OCOM, Newco has already been certified as a
CLEC and OCOM began providing CLEC services to residential customers in March,
1998. Newco has also been certified as a CLEC in New York and has also applied,
or intends to apply, for certification as a CLEC in twenty-seven other states,
through twenty-seven separate wholly owned subsidiaries, and is expecting to
gain certification for CLEC services in those states by the end of 1998. These
two segments are each discussed in detail below. For a detailed description of
the Telecommunications Act of 1996 and the regulatory environment for CLEC's,
see "-- REGULATION."

CLEC BUSINESS -- OHIO

On February 19, 1997, OCOM applied to the Public Utility Commission of Ohio
("PUCO") for certification as a CLEC in the State of Ohio. On June 13, 1997,
OCOM's application for certification as a CLEC was granted by PUCO, and OCOM
began offering residential CLEC service on March 11, 1998. The granting of
certification made OCOM one of the first CLECs in the State of Ohio to be
certified to compete with the Incumbent Local Exchange Carrier ("ILEC") for
residential, local phone service.

OCOM provides CLEC service on a resale basis, pursuant to an
Interconnection Agreement OCOM signed with Ameritech Services, Inc.,
("Ameritech") the ILEC, on November 17, 1997. Under that agreement, OCOM
purchases local exchange services at wholesale prices from Ameritech, and is
permitted to resell those services to OCOM's customers.

Services offered for resale include most of the telecommunications products
and services engineered and provided by Ameritech, such as local exchange
calling and attendant features including call waiting, call forwarding, caller
ID and three-way calling. The rates for these services are filed with PUCO. OCOM
also has an agreement with Ameritech for the resale of certain non-tariffed
services to its customers, including inside wire maintenance. OCOM's CLEC
service is transparent to the customer, whose phone operates precisely the same
as it did prior to selecting OCOM as its Local Exchange Carrier ("LEC"). The
customer receives its

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<PAGE> 39

bill from OCOM, rather than Ameritech. OCOM offers this service under the
CELLULAR ONE(R) service mark. See "-- Patents, Copyrights and Licenses."

In addition to OCOM's CLEC business, prior to the Distribution Date, a
wholly owned subsidiary of CoreComm purchased all of the outstanding capital
stock of Digicom. One of Digicom's principal lines of business is CLEC service
to small businesses in the State of Ohio. Digicom also has an interconnection
agreement with Ameritech covering all of Ameritech's Ohio markets. See
"-- Centrex Business."

CLEC BUSINESS -- OTHER STATES

Apart from the CLEC business conducted by OCOM and Digicom in Ohio, Newco,
through separate, indirect wholly owned subsidiaries (the "CLEC Subs") has
received certification as a CLEC in New York and is in the process of applying
or has applied for certification as a CLEC in twenty-seven other states. The
Company expects the last of the CLEC Subs to receive its certification by the
end of 1998.

LOCAL MULTIPOINT DISTRIBUTION SERVICE BUSINESS

Local Multipoint Distribution Service ("LMDS") is a broadband wireless
communications service that uses frequencies in the 28GHz to 31GHz range to
transmit video and data signals to and from residences and offices over a
cellular-like network at distances under a few miles. An LMDS system is capable
of providing high-capacity broadband service for the "last mile" to a
subscriber's home or office, at what may be a substantially lower cost than
other competing delivery systems.

Video or data signals transmitted through an LMDS system, such as
television programming, are received by the system from satellite transponders,
terrestrial microwave facilities and/or studios. Internet Access can be obtained
through dedicated lines, such as a T-3 line, connected to the Internet
"backbone." The signals are then upconverted to the LMDS frequency band and
transmitted via omnidirectional transmitters.

Prior to the development of LMDS systems, transmission of communications
signals in the 28 GHz frequency range was not commercially pursued apart from
limited satellite applications because technical impediments, such as intercell
interference and rainfade, were thought to be insurmountable. Modern LMDS
systems eliminate or significantly reduce these impediments through the
strategic placement of cells and advanced system architecture.

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<PAGE> 40

Newco, through an indirect, wholly owned subsidiary, participated in the
FCC's recently concluded auction of LMDS licenses. Newco has been awarded the A
Block licenses in 15 markets in Ohio with a total of 10,573,982 pops:

<TABLE>
<CAPTION>
MARKET NAME POPS(1)
----------- ----------
<S> <C>
Cleveland-Akron, OH......................................... 2,894,133
Cincinnati, OH.............................................. 1,990,451
Columbus, OH................................................ 1,477,891
Dayton-Springfield, OH...................................... 1,207,689
Toledo, OH.................................................. 782,184
Canton-New Philadelphia, OH................................. 513,623
Youngstown-Warren, OH....................................... 492,619
Lima, OH.................................................... 249,734
Mansfield, OH............................................... 221,514
Zanesville-Cambridge, OH.................................... 178,179
Findlay-Tiffin, OH.......................................... 147,523
Sandusky, OH................................................ 133,019
Ashtabula, OH............................................... 99,821
Chillicothe, OH............................................. 93,579
Marion, OH.................................................. 92,023
----------
Total............................................. 10,573,982
==========
</TABLE>

- ---------------
(1) Pops are defined as the estimated population of a market multiplied by a
company's ownership interest in the entity operating the system in that
market. The number of pops owned by an operator does not represent the
number of users of its services and is not necessarily indicative of the
number of potential subscribers. Rather, this term is used only as a basis
for comparison of the current size of system operators. The FCC used pops in
the LMDS auction for determining upfront payments, bidder eligibility, and
minimum bids. The pops in this chart are based upon the April 1, 1990 U.S.
Department of Commerce, Bureau of the Census data.

For a detailed description of the FCC bidding process and LMDS, see
"REGULATION -- LMDS"

Each LMDS license covers a defined Basic Trading Area ("BTA"), with each
A-Block LMDS license consisting of 1150 MHZ of spectrum. Newco bid approximately
$25.2 million for such licenses, for an average of $2.39/pop.

In the provision of multichannel video services, the Company will compete
with franchised cable systems and also may face competition from several other
sources, such as MMDS, Satellite Master Antenna Television ("SMATV") systems,
DBS, video service from telephone companies and television receive-only
satellite dishes. Moreover, the Telecommunications Act of 1996 eliminates
restrictions that prohibit local telephone exchange companies from providing
video programming in their local telephone service areas and substantially
reduces current and future regulatory burdens on franchised cable systems, thus
potentially resulting in significant additional competition from local telephone
companies and franchised cable systems.

CELLULAR LONG DISTANCE BUSINESS

OCOM sells retail long distance telephone services in portions of Ohio,
Michigan, Kentucky and Indiana to cellular customers of various local cellular
service providers who have chosen OCOM as their long distance service provider.
OCOM markets these cellular long distance services under the CELLULAR ONE(R)
service mark. OCOM currently has approximately 50,000 subscribers in Ohio, which
generate annual revenues of approximately $700,000.

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<PAGE> 41

OCOM also sells retail long distance services to cellular customers of AT&T
Wireless who choose OCOM as their long distance service provider. OCOM provides
these services primarily through arrangements with other long distance carriers
under tariff or contract. OCOM currently has approximately 110,000 customers in
these markets which generate annual revenues of approximately $1.4 million. The
markets currently include Colorado, Florida, Minnesota, Nevada and Pennsylvania
where the services are offered under the "Cellular Long Distance Company"
service mark, and California and Texas, where the services are offered under the
"Cellular Network" service mark.

OCOM provides domestic and international interexchange long distance
service to points outside OCOM's operating territory through arrangements with
LCI International ("LCI") and other long distance carriers. LCI provides OCOM
with terminating switched service from any LCI switch location. When an outgoing
long distance cellular call is placed, the call is routed to the interconnection
point for the long distance carrier. OCOM pays long distance companies a
wholesale rate for these calls and bills its customers at a retail rate.

LANDLINE LONG DISTANCE BUSINESS

In addition to its cellular long distance business, OCOM recently developed
a landline long distance business. OCOM is a reseller of long distance telephone
services to residential and small business customers throughout the State of
Ohio, under the CELLULAR ONE(R) service mark. The primary product is OCOM's
Dial-1 Telephone Service. Its other long distance telephone products are 800
Number services and debit calling card services.

In order to provide these products, OCOM generally contracts to purchase
long distance telephone time from national carriers at wholesale rates based
upon high volume usage. OCOM then resells this time to its customers at its own
retail rates which are priced generally below AT&T's published, tariffed basic
rates. OCOM's Dial-1 Service is transparent to its customers once a customer's
long distance service has been converted to OCOM. OCOM's calling card products
operate similarly to the calling card products offered by the major carriers.
OCOM's customers pay for their long distance calling usage through direct
billing from OCOM or through direct billing by OCOM of the customer's major
credit card or checking account.

PAGING BUSINESS

Wireless Outlet operates a paging system on a resale basis and a pager
sales and repair business (collectively the "Paging Business"). The Paging
Business resells paging services and markets its products through a dealer
network that sells the service and the pagers, primarily to small businesses
throughout Ohio.

CENTREX BUSINESS

In purchasing Digicom, the Company acquired a well developed Centralized
Telecommunication Services and Telecommunications Facilities Management Services
("TFMS") business (the "Centrex Business"). Digicom offers its customers, small
to large sized businesses throughout the State of Ohio, reliable one-source
communications services previously available through the Bell System, together
with the latest in communications equipment and enhanced services.

Although the Company presently does not have any plans to do so, in the
future it may become possible to offer OCOM's various communications services to
Digicom's Centrex Business customers, as part of their bundled package of
services.

CELLULAR RESALE BUSINESS

Through OCOM and Wireless Outlet, the Company sells cellular telephone
service throughout the states of Ohio and Michigan. OCOM sells cellular service
under the CELLULAR ONE(R) service mark on a resale basis. OCOM has signed resale
agreements with the three major providers of cellular service in Michigan and
Ohio: New Par (d/b/a AirTouch Cellular), GTE Mobilenet Inc. and Ameritech Mobile
Communications, Inc. OCOM has been actively engaged in marketing this business
for less than 11 months, and as of August 14, 1998 had approximately 950
cellular telephone numbers in operation. Wireless Outlet also operates

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<PAGE> 42

a cellular service on a resale basis, also operating through resale agreements
with AirTouch, GTE and Ameritech.

PREPAID CELLULAR BUSINESS

In addition to its traditional paging and cellular resale businesses,
Wireless Outlet also sells pre-paid cellular service on a resale basis through
the sale of pre-paid debit cards. Prepaid debit cards allow users to make calls
from a cellular phone based on a prepaid dollar amount that has been credited to
the card. Prepaid debit card applications include promotional campaigns, fund
raising for charitable organizations and budgeted out-of-town calling for
traveling employees. In addition, prepaid debit cards allow cellular resale
companies to generate revenues from a base of customers who would otherwise not
have the opportunity to take advantage of cellular services due to credit
problems or who need to limit the usage of cellular service. For example, a
developing niche market for prepaid cellular debit cards are college students.
Under the name "Wireless Outlet", Wireless Outlet currently sells prepaid
cellular cards in Ohio, and is also in the process of expanding its business to
other states.

PATENTS, COPYRIGHTS AND LICENSES

The Company does not have any patents or copyrights nor does the Company
believe patents or copyrights play a material role in its business. Other than
the Company's FCC licenses, the Company's only license is for the use of the
service mark and trademark CELLULAR ONE(R), which is also licensed to many of
the non-wireline cellular systems in the United States. In August, 1997, the
owners of such mark entered into a new agreement with OCOM Corporation, with an
effective fifteen-year term, which agreement was assigned to a subsidiary of the
Company. Under the Cellular One(R) Agreement, the Company is required to
maintain certain service quality standards and to pay licensing and other fees
for the use of the service mark.

COMPETITION

The telecommunications industry and all of its segments are highly
competitive. Newco's CLEC Business, which is in the development stage, will
operate this highly competitive environment. The Company expects that
competition will continue to intensify in the future due to the increase in the
size, resources and number of market participants. In each of its markets, the
Company faces competition from larger, better capitalized incumbent providers.

In the local exchange markets, the Company's principal competitor will be
the ILEC. The Company also faces competition or prospective competition from one
or more CLECs, many of which have significantly greater financial resources than
the Company. For example, AT&T, MCI and Sprint, have each begun to offer local
telecommunications services in major U.S. markets using their own facilities or
by resale of the ILECs' or other providers' services. In fact, certain
competitors, including AT&T, MCI and Sprint, have entered into interconnection
agreements with Ameritech with respect to the States of Michigan and Ohio in
which the Company operates. These competitors either have begun or in the near
future likely will begin offering local exchange service in those states,
subject to the joint marketing restrictions under the Telecommunications Act. In
addition to long distance service providers and existing CLECs, entities that
are potentially capable of offering switched services include cable television
companies, electric utilities, microwave carriers, wireless telephone system
operators and large customers who build private networks. Many facilities-based
CLECs have committed substantial resources to building their networks or to
purchasing CLECs or IXCs with complementary facilities. By building or
purchasing a network or entering into interconnection agreements or resale
agreements with ILECs, including Bell Operating Companies ("BOCs"), and IXCs, a
provider can offer single source local and long distance services similar to
those offered by the Company. Some of these CLECs and other facilities-based
providers of local exchange service are acquiring or being acquired by IXCs.
While certain of these combined entities may continue to be subject to the joint
marketing restrictions in the Telecommunications Act, others will not be subject
to such restrictions. Some of these combined entities may have resources far
greater than those of the Company. These combined entities may provide a bundled
package of telecommunications products, including local and long distance
telephony, that is in direct competition with the products offered by the
Company.

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<PAGE> 43

Under the Telecommunications Act and related federal and state regulatory
initiatives, barriers to local exchange competition are being removed. The
availability of broad-based local resale and introduction of facilities-based
local competition are required before the BOCs may provide in-region
interexchange long distance services. Also, the largest long distance carriers
(AT&T, MCI, Sprint and any other carrier with 5% or more of the pre-subscribed
access lines) are prevented under the Telecommunications Act from bundling local
services resold from an BOC in a particular state with their long distance
services until the earlier of (i) February 8, 1999 or (ii) the date on which the
BOC whose services are being resold obtains in-region long distance authority in
that state. The BOCs are currently allowed to offer certain in-region
"incidental" long distance services (such as cellular, audio and visual
programming and certain interactive storage and retrieval functions) and to
offer virtually all out-of-region long distance services.

Section 271 of the Telecommunications Act prohibits a BOC from providing
long-distance service that originates (or in certain cases terminates) in one of
its in-region states until the BOC has satisfied certain statutory conditions in
that state and has received the approval of the FCC. The FCC to date has denied
each application for such approval, including the application of Ameritech for
in-region long distance authority in Michigan. The Company anticipates that a
number of BOCs, including Ameritech, will file additional applications for
in-region long distance authority in certain states in 1998. The FCC will have
90 days from the date an application for in-region long distance authority is
filed to decide whether to grant or deny the application. Based on continuing
legal challenges, the Company does not believe that any BOC will provide in-
region long distance services on a significant basis prior to 1999.

Once the BOCs are allowed to offer widespread in-region long distance
services, both they and the largest IXCs will be in position to offer
single-source local and long distance services similar to those offered by the
Company. On December 31, 1997, a United States District Court judge in Texas
held unconstitutional certain sections of the Telecommunications Act, including
Section 271. This decision, which has been stayed pending appeal, would permit
the three BOCs that are parties in the case to begin offering widespread
in-region long distance services. Unless overturned on appeal, this decision
could have a material adverse effect on the Company.

While new business opportunities will be made available to the Company
through the Telecommunications Act and other federal and state regulatory
initiatives, regulators are likely to provide the ILECs with an increased degree
of flexibility with regard to pricing of their services as competition
increases. Although the Ameritech resale agreement contains certain pricing
protections, including adjustments in the wholesale rates to be consistent with
any changes in the Ameritech retail rates, if the ILECs elect to lower their
rates and sustain lower rates over time, this may adversely affect the revenues
of the Company and place downward pressure on the rates the Company can charge.
The Company believes the effect of lower rates may be offset by the increased
revenues available by offering new products and services to its target
customers, but there can be no assurance that this will occur. In addition, if
future regulatory decisions afford the LECs excessive pricing flexibility or
other regulatory relief, such decisions could have a material adverse effect on
the Company.

Competition for the Company's products and services is based on price,
quality, network reliability, service features and responsiveness to customers
needs. A continuing trend toward business combinations and alliances in the
telecommunications industry may create significant new competitors to the
Company. Many of the Company's existing and potential competitors have
financial, technical and other resources significantly greater than those of the
Company. In addition, in December 1997 the FCC issued rules to implement the
provisions of the World Trade Organization Agreement on Basic
Telecommunications, which was drafted to liberalize restrictions on foreign
ownership of domestic telecommunications companies and foreign
telecommunications companies to enter domestic markets. The new FCC rules went
into effect in February 1998 and make it substantially easier for many non-U.S.
telecommunications companies to enter the U.S. market, thus further increasing
the number of competitors. The new rules also give non-U.S. individuals and
corporations greater ability to invest in U.S. telecommunications companies,
thus increasing the financial and technical resources available to the Company
and its existing and potential competitors.

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<PAGE> 44

Many actual and potential competitors have greater financial, marketing and
other resources than the Company. No assurance can be given that the Company
will be able to compete successfully.

See "-- REGULATION -- LMDS" and "RISK FACTORS -- Competition from Suppliers
of Telecommunication Services."

REGULATION

OVERVIEW

Telecommunications services provided by the Company are subject to
regulation by federal, state and local government agencies. At the federal
level, the FCC has jurisdiction over interstate and international services.
Jurisdictionally, interstate services are communications that originate in one
state and terminate in another. Intrastate services are communications that
originate and terminate in a single state. State public service commissions
("State PSCs") exercise jurisdiction over intrastate services. Additionally,
municipalities and other local government agencies may regulate limited aspects
of the Company's business, such as use of government-owned rights-of-way and
construction permits. The Company's networks are also subject to numerous local
regulations such as building codes, franchise and right-of-way licensing
requirements.

TELECOMMUNICATIONS ACT OF 1996

On February 8, 1996, the Federal Telecommunications Act of 1996 was signed
into law. The Telecommunications Act has and will continue to result in
substantial changes in the marketplace for telecommunications services. These
changes include opening local exchange services to competition and will result
in a substantial increase in the addressable services for the Company. Among its
more significant provisions, the Telecommunications Act (i) removes legal
barriers to entry into all telecommunications services, such as long distance
and local exchange services, (ii) requires ILECs to "interconnect" with
competitors, (iii) establishes procedures for ILEC entry into new services, such
as long distance and cable television, (iv) relaxes regulation of
telecommunications services provided by ILECs and all other telecommunications
service providers, and (v) directs the FCC to establish an explicit subsidy
mechanism for the preservation of universal service. As a component of the need
for explicit subsidy mechanism for universal service, the FCC was also directed
by Congress to revise and make explicit subsidies inherent in the current access
charge system.

REMOVAL OF ENTRY BARRIERS

Prior to enactment of the Telecommunications Act, many states limited the
services that could be offered by a Company competing with the ILEC. See
"-- State Regulation." The Telecommunications Act prohibits state and local
governments from enforcing any law, rule or legal requirement that prohibits or
has the effect of prohibiting any entity from providing interstate or intrastate
telecommunications services.

The provisions of the Telecommunications Act should enable the Company to
provide a full range of local telecommunications services in any state. Although
the Company will be required to obtain certification from the State PSCs in
almost all cases, the Telecommunications Act should limit substantially the
ability of a State PSC to deny a request for certification filed by the Company.
The provisions of the Telecommunications Act also reduces the barriers to entry
by other potential competitors and therefore increases the level of competition
the Company will likely face in all its markets. See "-- Competition."

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<PAGE> 45

INTERCONNECTION WITH LEC FACILITIES

A Company cannot compete effectively with the ILEC in switched local
telephone services unless it is able to connect its facilities with the ILEC and
obtain access to certain essential services and resources under reasonable
rates, terms and conditions. The Telecommunications Act imposes a number of
access and interconnection requirements on all local exchange providers,
including CLECs, with additional requirements imposed on non-rural ILECs. These
requirements will provide access to certain networks under reasonable rates,
terms and conditions. Specifically, LECs must provide the following:

Telephone Number Portability. Telephone number portability enables a
customer to keep the same telephone number when the customer switches LECs.

Dialing Parity. All LECs must provide dialing parity, which means
that a customer calling to or from a CLEC network cannot be required to
dial more digits than is required for a comparable call originating and
terminating on the LEC's network.

Reciprocal Compensation. The duty to provide reciprocal compensation
means that LECs must terminate calls that originate on competing networks
in exchange for a given level of compensation and that they are entitled to
termination of calls that originate on their network for which they must
pay a given level of compensation.

Resale. LECs generally may not prohibit or place unreasonable
restrictions on the resale of their services. In addition, ILECs must offer
bundled local exchange services to resellers at a wholesale rate that is
less than the retail rate charged to end users.

Access to Rights-of-Way. All ILECs, CLECs and certain other utilities
must provide access to their poles, ducts, conduits and rights-of-way on a
reasonable, nondiscriminatory basis.

Unbundling of Network Elements. ILECs must offer access to various
unbundled elements of their network. This requirement allows new entrants
to purchase at cost-based rates elements of an ILEC's network that may be
necessary to provide service to a new entrant's customers.

While the Telecommunications Act generally requires ILECs to offer
interconnection, unbundled network elements and resold services to CLECs,
LEC-CLEC interconnection agreements may have short terms, requiring the CLEC to
renegotiate the agreements. LECs may not provide timely provisioning or adequate
service quality, thereby impairing a CLEC's reputation with customers who can
easily switch back to the LEC. In addition, the prices set in the agreements may
be subject to significant rate increases if state regulatory commissions
establish prices designed to pass on to the CLECs part of the intrastate cost of
providing universal service.

On July 2, 1996, the FCC ordered all LECs to begin phased development of a
long-term service provider number portability method in the 100 largest
Metropolitan Statistical Areas ("MSAs") no later than October 1, 1997, and to
complete deployment in those MSAs by December 31, 1998. After December 31, 1998,
each LEC must make number portability available within six months after
receiving a specific request by another telecommunications carrier in areas
outside the 100 largest areas MSAs in which the requesting carrier is operating
or plans to operate. Until long-term service number portability is available,
all LECs must provide currently available number portability measures as soon as
reasonably possible after a specific request from another carrier.

On August 8, 1996, the FCC released its orders concerning the
interconnection obligations of all telecommunications carriers and ILEC pricing
of interconnection, resale and unbundled elements (the "Local Competition
Orders").

On July 18, 1997, the U.S. Court of Appeals for the Eighth Circuit ("Eighth
Circuit") vacated certain portions of the Local Competition Orders. The Eighth
Circuit decision created uncertainty about individual states' rules governing
the pricing, terms and conditions of interconnection agreements, and may make
negotiating and enforcing such agreements more difficult and protracted.

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<PAGE> 46

On August 22, 1997, the Eighth Circuit issued an order vacating the FCC's
dialing parity rules to the extent they apply to intrastate traffic and certain
non-toll interstate services. On October 14, 1997, the Eighth Circuit vacated an
FCC rule that obligated ILECs, under certain circumstances, to provide
combinations of network elements, rather then provide them individually. This
decision may make it more difficult or expensive for competitors to use
combinations of ILEC elements.

The U.S. Supreme Court accepted for review the Eighth Circuit's decision on
the Local Competition Orders, but is not expected to issue a decision before the
end of 1998. On January 22, 1998 the Eighth Circuit ruled that the FCC cannot
apply its local competition pricing rules in reviewing applications of the BOCs
for authorization to provide long distance services that originate and certain
services that terminate in their regions. If upheld, this decision could make it
somewhat easier for BOCs to enter the market for in-region long distance
services.

Various parties have requested that the FCC reconsider its orders
implementing the Telecommunications Act. There is uncertainty as to how the
courts and FCC will affect these rules, and how State PSCs will act in light of
the Telecommunications Act and the FCC rules.

Finally, continuing challenges to state and federal rules and policies
implementing the Telecommunications Act, and individual actions by State PSCs
could cause the Company to incur substantial legal and administrative expenses.

LEC ENTRY INTO NEW MARKETS

The Company's principal competitor in each area it enters is the ILEC. See
"-- Competition." Prior to the enactment of the Telecommunications Act, the BOCs
generally were prohibited by the consent decree that broke up the Bell System
from providing interLATA (i.e., long distance) services. Section 271 of the
Telecommunications Act established procedures under which a BOC can provide
interLATA services originating from (and in certain cases, terminating in) its
telephone service area ("in-region" interLATA service). BOCs are currently
permitted to provide interLATA services to customers outside of their local
service areas ("out-of-region" interLATA service), and interLATA service in
conjunction with their mobile telephone service offerings ("incidental"
interLATA service). Before a BOC can provide non-incidental in-region interLATA
service, it must enter into a state-approved interconnection agreement with a
Company that provides local exchange service to business and residential
customers predominantly over its own facilities, and receive FCC approval. The
interconnection offered or provided by the BOC must comply with a "competitive
checklist" that incorporates the interconnection requirements discussed above.
See "-- Interconnection with LEC Facilities."

Section 271 approval from the FCC will enable a BOC to provide customers
with a full range of local and long distance telecommunications services. The
provision of interLATA services by BOCs is expected to reduce the market share
of the major long distance carriers, which may be significant customers of the
Company's services. Consequently, the entry of the BOCs into the long distance
market may have adverse consequences on the ability of CLECs both to generate
access revenues from the IXCs and to compete in offering a package of local and
long distance services. To date, FCC authority to provide in-region interLATA
service has been sought by Ameritech in Michigan, Southwestern Bell in Oklahoma
and BellSouth in South Carolina and Louisiana. The Department of Justice opposed
each of these requests, and the FCC denied them. BellSouth has applied for long
distance authority in Louisiana a second time. The FCC must issue its decision
on this application no later than October 13, 1998. More BOC requests to provide
in-region interLATA service are expected to be filed with the FCC in the near
future.

Further FCC rulings on Section 271 applications have been complicated by a
Texas Federal District Court ruling on December 31, 1997 that Section 271 of the
Telecommunications Act is unconstitutional. On February 11, 1998, the District
Court granted a request for stay of its decision pending the outcome of an
appeal on the merits to the U.S. Court of Appeals for the Fifth Circuit.

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<PAGE> 47

RELAXATION OF REGULATION

A long-term goal of the Telecommunications Act is to increase competition
for telecommunications services, thereby reducing the need for regulation of
these services. To this end, the Telecommunications Act requires the FCC to
streamline its regulation of ILECs and permits the FCC to forbear from
regulating particular classes of telecommunications services or providers. Since
the Company is a non-dominant carrier and, therefore, is not heavily regulated
by the FCC, the potential for regulatory forbearance likely will be more
beneficial to the ILECs than the Company in the long run.

In an exercise of its "forbearance authority," the FCC ruled that
nondominant IXCs will no longer be able to file tariffs with the FCC concerning
their long distance services. This order has been stayed pending review in the
U.S. Court of Appeals for the District of Columbia.

Pursuant to the forebearance provisions of the Telecommunications Act, in
June 1997, the FCC adopted an order allowing nondominant providers of exchange
access service the option of tariffing or detariffing their services. The FCC
also requested further comment on whether to mandate the detariffing of exchange
access services.

UNIVERSAL SERVICE AND ACCESS CHARGE REFORM

On May 8, 1997, the FCC issued an order to implement the provisions of the
Telecommunications Act relating to the preservation and advancement of universal
telephone service. This order requires all telecommunications carriers providing
interstate telecommunications services, including the Company, to contribute to
universal service support.

In a related proceeding, on May 16, 1997, the FCC issued an order to
implement certain reforms to its access charge rules. Access charges are charges
imposed by LECs on long distance providers for access to the local exchange
network, and are designed to compensate the LEC for its investment in the local
network. The FCC regulates interstate access and the states regulate intrastate
access. This order required ILECs to substantially decrease over time the prices
they charge for switched and special access and changed how access charges are
calculated. These changes are intended to reduce access charges paid by IXCs to
LECs and shift certain usage-based charges to flat-rated, monthly per-line
charges. To the extent that these rules are effective in reducing access
charges, the ability of the Company to provide customers with lower-cost access
services might be impaired. Additionally, the FCC ruled that ILECs may no longer
impose certain interconnection charges on competitive providers that
interconnect with the ILEC at the incumbent's end offices but do not use the
ILEC's transport facilities.

These FCC orders are subject to petitions seeking reconsideration by the
FCC and petitions for review before U.S. Courts of Appeals. Until the time when
any such review proceeding or appeals are decided, there can be no assurance of
how these orders will be implemented, or what effect these orders will have on
competition within the telecommunications industry, generally, or on the
competitive position of the Company, specifically.

Some State PSCs are currently considering actions to preserve universal
services and promote the public interest. The actions may impose conditions on
the authorizations issued to the Company which could increase the cost to the
Company of providing services, or could otherwise affect the Company's
flexibility to offer certain services.

FEDERAL REGULATION GENERALLY

Through a series of proceedings, the FCC has established different levels
of regulation for "dominant carriers" and "non-dominant carriers." Only ILECs
are classified as dominant; all other providers of domestic interstate services
are classified as non-dominant carriers. As a non-dominant carrier, the Company
is subject to relatively limited regulation by the FCC. The Company must offer
interstate services at just and reasonable rates in a manner that is not
unreasonably discriminatory.

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<PAGE> 48

The FCC has adopted rules requiring ILECs to provide "collocation" to CLECs
for the purpose of interconnecting their competing networks. Under the rules
adopted by the Local Competition Orders, ILECs are required to provide either
physical collocation or virtual collocation at their switching offices.

As discussed earlier, all LECs, including CLECs, must make their services
available for resale by other carriers, provide nondiscriminatory access to
rights-of-way, offer reciprocal compensation for termination of traffic and
provide dialing parity and telephone number portability. In addition, the
Telecommunications Act requires all telecommunications carriers to contribute to
the universal service mechanism established by the FCC and to ensure that their
services are accessible to and usable by persons with disabilities. Moreover,
the FCC is currently engaged in a number of rulemakings in which it is
considering regulatory implications of various aspects of local exchange
competition. Any or all of the proceedings may negatively affect CLECs,
including the Company.

The FCC could grant ILECs substantial pricing flexibility with regard to
interstate access services. The May 21, 1997 order reforming the FCC's price cap
formula affords LECs greater flexibility in establishing rates and provides
additional incentives to foster efficiency. To the extent these regulatory
initiatives enable or require ILECs to offer selectively reduced rates for
access services, the rates the Company may charge for access services will be
constrained. The Company's rates also will be constrained by the fact that
competitors other than the ILECs are subject to the same streamlined regulatory
regime as the Company and can price their services to meet competition.

To promote the development of the Internet, the FCC has treated traffic to
ISPs terminated in the local exchange as local calls, for which end user
customers normally pay fixed monthly charges or low per-minute rates up to a
cap. ILECs contend that traffic routed to the Internet is interstate in nature
and that the charge for such calls should be charged at a different rate. The
FCC is considering such changes. If the FCC changes its policy and requires a
different payment arrangement for Internet calls routed through local ISPs,
CLECs may no longer receive the benefit of substantial call-termination revenue
from LECs for CLEC ISP customers whose traffic is mostly inbound (such that CLEC
payments to the LEC for terminating calls are minimal).

The Telecommunications Act and FCC rules adopted thereunder protect the
privacy of certain information about telecommunications customers that a
carrier, such as the Company, acquires by virtue of its provision of
telecommunications services to such customers. Protected information, known as
Customer Proprietary Network Information ("CPNI"), includes information related
to the quantity, technical configuration, type, destination, and the amount of
use of a telecommunications service. A carrier may not use CPNI acquired through
one of its service offerings to market certain other service offerings without
the approval of the affected customers. These restrictions may affect the
Company's ability to market a variety of packaged services to existing
customers.

STATE REGULATION GENERALLY

Most State PSCs require companies that wish to provide intrastate common
carrier services to be certified to provide such services. These certifications
generally require a showing that the carrier has adequate financial, managerial
and technical resources to offer the proposed services in a manner consistent
with the public interest.

In addition to obtaining certification, the Company must negotiate terms of
interconnection with the ILEC before it can begin providing switched services.
Under the Telecommunications Act, the FCC has adopted interconnection
requirements, certain portions of which have been overturned by the Eighth
Circuit. See "-- Telecommunications Act of 1996 -- Interconnection with LEC
Facilities." The Company, through OCOM and Digicom, has entered into
interconnection agreements with Ameritech.

The Company is not presently subject to price regulation. Most states
require CLECs to file tariffs setting forth the terms, conditions and prices for
intrastate services. Some states permit tariffs to list a rate range or set
prices on an individual case basis.

Several states provide ILECs with flexibility for their rates, special
contracts (selective discounting) and tariffs, particularly for services deemed
subject to competition. This pricing flexibility increases the ability of

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<PAGE> 49

the ILEC to compete with the Company and constrains the rates the Company may
charge for its services. In light of the additional competition that is expected
to result from the Telecommunications Act, states may grant ILECs additional
pricing flexibility. At the same time, some ILECs may request increases in local
exchange rates to offset revenue losses due to competition.

REGULATION OF RESELLERS

The FCC has defined resale as an activity in which a party (the reseller)
subscribes to the services or facilities of a facilities-based provider (or
another reseller) and then reoffers communications services to the public for
profit, with or without adding value. Resellers are common carriers generally
subject to all rules and regulations placed on providers of the underlying
services by either the FCC or the states in which they operate. The FCC has held
that prohibitions on the resale of common carrier services are unjust,
unreasonable, and unlawfully discriminatory in violation of the Communications
Act. Accordingly, all common carriers must make their services available for
resale at rates, terms, and conditions that do not unreasonably discriminate
against resellers. The 1996 Act imposed the additional duty upon ILECs to make
their services available for resale at wholesale rates. The FCC adopted specific
requirements for determining such wholesale rates for local telecommunications
services, but the FCC's rules were vacated by the Eighth Circuit Court of
Appeals. The U.S. Supreme Court has accepted an appeal of the Eighth Circuit's
decision. Unless or until the FCC's rules are reinstated, each state is free to
adopt its own rules regarding the wholesale pricing of local services for
resale. As to other telecommunications services, however, there is no regulation
that requires discounts to resellers below those offered to end users of the
same quantities of like services. The FCC has determined that because of the
competitive development of broadband commercial mobile radio service ("CMRS,"
i.e., cellular PCS, and certain SMR services), broadband CMRS providers will not
be required to offer their services for resale after a date that is five years
after the FCC awards the last PCS license.

LOCAL GOVERNMENT AUTHORIZATIONS

Some jurisdictions where the Company may provide service, require license
or franchise fees based on a percent of certain revenues. There are no
assurances that jurisdictions that do not currently impose fees will not seek to
impose fees in the future. In many markets, other companies providing local
telecommunications services, particularly the ILECs, currently are excused from
paying license or franchise fees or pay fees that are materially lower than
those that would be required from new competitors such as the Company. The
Telecommunications Act requires jurisdictions to charge nondiscriminatory fees
to all telecommunications providers, but it is uncertain how quickly this
requirement will be implemented by particular jurisdictions in which the Company
operates or plans to operate or whether it will be implemented without a legal
challenge initiated by the Company or another CLEC.

LMDS

In March, 1997 the FCC established service and auction rules for a new
wireless service that it named Local Multipoint Distribution Service ("LMDS").
The FCC allocated two frequency blocks in each of 493 Basic Trading Areas
("BTAs") in the U.S. to LMDS: Block A with 1,150 MHZ of spectrum in the 28 GHz
and 31 GHz bands, and Block B with 150 MHZ in the 31 GHz band. LMDS licenses
will be awarded for ten-year terms with renewal expectancies provided to
licensees that make a showing of substantial service in their licensed areas.

LMDS may be used to provide any kind of communications service on a common
carrier or non-common-carrier basis. Radio frequencies in the 28 and 31 GHz
bands are generally capable of only "line-of-sight" transmission and reception,
are subject to interference from certain weather conditions, and do not lend
themselves to mobile applications. LMDS is expected to be used for the delivery
of various broadband services to homes and offices, including
telecommunications, Internet access, and two-way video. The single currently
operating U.S. LMDS system provides analog video service to homes in a portion
of the New York metropolitan area. At least seven other countries, including
Canada and Mexico, have licensed LMDS on either a permanent or experimental
basis. LMDS licensees are expected to be able to provide a wide array of

45
<PAGE> 50

services, two-way capabilities, and high capacity through the use of newer
digital equipment and transmission mechanisms. The FCC expects that Block A LMDS
licensees especially, by applying cellular-style frequency re-use technology to
an already large frequency bandwidth, have the potential to become competitors
to ILECs and cable operators. Accordingly, the LMDS rules prohibit ownership of
Block A licenses by ILECs and incumbent cable operators prior to July, 2000, but
permit an applicant that would otherwise be prohibited from holding a Block A
license to apply for a waiver of the ownership restriction by showing that it
does not have market power in its telephone or cable service area.

The FCC held a simultaneous, multiple-round auction for the 986 LMDS
licenses which closed on March 25, 1998. 104 winning participants bid a total of
$578,663,029 for 864 licenses. No auction participant placed the minimum opening
bid on any of the remaining 122 licenses, which are expected to be the subject
of a future reauction. Newco won 15 Block A licenses for BTAs encompassing
substantially all population centers in the state of Ohio, for a total bid of
$25,241,133. Auction participants that had average gross revenues for the
previous three years of $75 million or less, when aggregated with all commonly
controlled affiliates, were entitled to bidding credits of 25%, 35%, or 45%.
Newco did not qualify for any bidding credit.

On April 16, 1998, the FCC issued a public notice that it had accepted the
final applications of the LMDS auction winners, including Newco. The FCC granted
Newco's 15 LMDS licenses with an effective date of June 8, 1998. Six small ILECs
that were top bidders for BTAs in which they provide telephone service applied
for waivers of the LMDS ownership rules. There can be no assurance that LMDS
will develop into a technically and commercially feasible business.

FUTURE INTERNATIONAL OPERATIONS

The Company may ultimately expand its operations to other countries. The
FCC requires every carrier that intends to originate international
telecommunications from within the U.S., either through the use of its own
facilities or on a resale basis, to secure in advance an authorization from the
FCC pursuant to Section 214 of the Communications Act (a "214 Authorization").
Additionally all such carriers must file with the FCC a tariff containing the
rates, terms, and conditions of their international service offerings. In
applying for a 214 Authorization, a carrier must disclose any affiliations with
or special concessions from foreign carriers or nations. The FCC has streamlined
its procedures for granting 214 Authorizations, providing routine grant of such
authorizations in 35 days unless an application is formally opposed or the
applicant is affiliated with a carrier that controls bottleneck
telecommunications facilities in a foreign country, in which case the applicant
may be subject to more stringent regulation as a "dominant" carrier.
Additionally, applicants affiliated with foreign carriers in countries that are
signatories to the Telecommunications Annex to the World Trade Organization
General Agreement of Trade in Services, including Canada, have a reduced burden
of demonstrating their "non-dominance." Carriers that have received 214
Authorizations are subject to certain reporting requirements, must file
contracts with foreign correspondents, and are restricted in the provision of
certain services to certain nations, such as the use of resold private lines for
switched services and the provision of any services to countries on the FCC's
"exclusion list." The Company applied for a 214 Authorization for both
facilities-based and resale international services on May 1, 1998 and has not
yet filed a tariff for its proposed international services.

PROPERTIES

The Company leases office space which is adequate to meet its needs at
present and its expected needs for the foreseeable future.

LEGAL PROCEEDINGS

The Company is not engaged in any legal disputes that are expected to have
a material adverse effect on its operations.

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MANAGEMENT

MANAGEMENT AND THE INTERRELATIONSHIP OF THE FORMER AFFILIATES

The senior management and directors of Newco also serve as management and
directors of the Former Affiliates (NTL, CCII and CoreComm) as more fully
described below. In 1990, Cellular Communications, Inc. ("CCI"), a Delaware
corporation in the cellular communications industry, entered into an agreement
with AirTouch Communications, Inc. (formerly PacTel Corporation) through which
the two parties operated a partnership that controlled a cellular communications
business in the States of Ohio, Michigan, Indiana and Kentucky (the "CCI Joint
Venture"). In connection with the CCI Joint Venture, on July 31, 1991, CCI
distributed pro rata to its stockholders all of the capital stock of CCII and
OCOM (now known as NTL), which conducted CCI's international and long
distance/microwave operations, respectively. On February 28, 1992, also in
connection with the CCI Joint Venture, CCI distributed pro rata to its
stockholders all of the capital stock of its former subsidiary Cellular
Communications of Puerto Rico, Inc. ("old CCPR"), which subsequently formed
CoreComm to act as a holding company, pursuant to Delaware General Corporate Law
Section 251(g). Accordingly, because historically CCI, CCII, NTL, CoreComm and
most recently, the Company, have their origins in the same corporate family,
there is an historical interconnection among these companies' management and
directors. Each officer and director's specific roles are outlined in the
following sections.

NTL intends to provide certain corporate management, financial, legal and
technical services to the Company. NTL is expected to charge the Company for
direct costs where identifiable and a fixed percentage of its corporate
overhead, which is presently anticipated to be 30%.

DIRECTORS

The Board of Directors of the Company and of CoreComm consist of the seven
persons listed below (other than Ted H. McCourtney who does not serve on
CoreComm's Board of Directors), each of whom will be elected for a term expiring
at the annual meeting of stockholders indicated below and until his successor
shall have been elected and qualified.

<TABLE>
<CAPTION>
TERM EXPIRES
AT ANNUAL
NAME AGE MEETING IN
- ---- --- ------------
<S> <C> <C>
Alan J. Patricof.......................................... 63 2001
Warren Potash............................................. 66 2001
Sidney R. Knafel.......................................... 67 2002
Ted H. McCourtney......................................... 59 2002
Del Mintz................................................. 70 2002
George S. Blumenthal...................................... 54 2000
J. Barclay Knapp.......................................... 41 2000
</TABLE>

Set forth below is a brief description of the present and past business
experience of each of the persons who serve as directors of the Company:

ALAN J. PATRICOF, a director of the Company since March 18, 1998, has been
a director of CoreComm from the date of the February 1992 distribution by CCI to
its stockholders of the Common Stock of the Company's predecessor, old CCPR (the
"CCPR Distribution"), and is Chairman of Patricof & Co. Ventures, Inc., a
venture capital firm he founded in 1969. Mr. Patricof has also been a director
of CCII from and prior to the July 1991 distribution by CCI to its stockholders
of the Common Stock of CCII (the "CCII Distribution"), NTL since its formation
and is a director of other privately owned companies.

WARREN POTASH, a director of the Company since March 18, 1998, has been a
director of CoreComm from the date of the CCPR Distribution. Mr. Potash retired
in 1991 as President and Chief Executive Officer of the Radio Advertising
Bureau, a trade association, a position he held since 1989. Prior to that time,
and beginning in 1986, he was President of New Age Communications, Inc., a
communications consultancy firm. Until his retirement in 1986, Mr. Potash was a
Vice President of Capital Cities/ABC Broadcasting, Inc., a

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<PAGE> 52

position he held since 1970. Mr. Potash has also been a director of CCII from
and prior to the CCII Distribution and NTL since its formation.

SIDNEY R. KNAFEL, a director of the Company since March 18, 1998, and, a
director of CoreComm from the date of the CCPR Distribution, has also been
Managing Partner of SRK Management Company, a private investment concern, since
1981. In addition, Mr. Knafel is Chairman of Insight Communications, Inc. and
BioReliance Corporation. Mr. Knafel is also a director of General American
Investors Company, Inc., IGENE Biotechnology, Inc. and some privately owned
companies, and has been a director of CCII from and prior to the CCII
Distribution and NTL since its formation.

TED H. MCCOURTNEY, a director of the Company since March 18, 1998, is a
General Partner of Venrock Associates, a venture capital investment partnership,
a position he has held since 1970. Mr. McCourtney also has been a director of
NTL since its formation and serves as a director of Medpartners Inc., Visual
Networks, Inc. and several privately owned companies.

DEL MINTZ, a director of the Company since March 18, 1998, and a director
of CoreComm from the date of the CCPR Distribution, is President of Cleveland
Mobile Tele Trak, Inc., Cleveland Mobile Radio Sales, Inc. and Ohio Mobile Tele
Trak, Inc., companies providing telephone answering and radio communications
services in Cleveland and Columbus, respectively. Mr. Mintz has held similar
positions with the predecessors of these companies since 1967. Mr. Mintz is
President of several other companies, and was President and a principal
stockholder of Cleveland Mobile Cellular Telephone, Inc. before such company was
acquired by a merger with CCI's predecessor in 1985. Mr. Mintz has also been a
director of CCII since the CCII Distribution, NTL since its formation and is a
director of several privately owned companies.

GEORGE S. BLUMENTHAL, a director of the Company since March 18, 1998, has
been Chairman, Treasurer and a director of CoreComm from and prior to the CCPR
Distribution and was Chief Executive Officer from March 1994 until March 1998.
In addition, Mr. Blumenthal is Chairman, Treasurer and a director of NTL. Mr.
Blumenthal is also a director of Andover Togs, Inc. Mr. Blumenthal was Chairman,
Treasurer and a director of CCII from its organization until April 1994. Mr.
Blumenthal was also Chairman, Treasurer and a director of CCI, which positions
he held from CCI's founding in 1981 until its merger in 1996 into a subsidiary
of AirTouch Communications, Inc. (the "CCI Merger").

J. BARCLAY KNAPP, a director of the Company since March 18, 1998, was
appointed President of CoreComm in March 1994 and Chief Executive Officer in
March 1998. Mr. Knapp has been a director of CoreComm from and prior to the CCPR
Distribution and was Chief Financial Officer from that date to 1997. Mr. Knapp
was Executive Vice President, Chief Operating Officer and a director of CCII
from and prior to the CCII Distribution until June 1998. He is President, Chief
Executive Officer, Chief Financial Officer and a director of NTL. Mr. Knapp was
also Executive Vice President, Chief Operating Officer, Chief Financial Officer
and a director of CCI until the CCI Merger.

Following the Distribution, the Company may expand the Board of Directors
to include additional independent directors. The identities of such additional
independent directors have not yet been determined and will not be determined
prior to the Distribution.

CLASSIFIED BOARD OF DIRECTORS

The Company's Certificate of Incorporation provides for a classified Board
of Directors consisting of three classes as nearly equal in number as possible
with the directors in each class serving staggered three-year terms. Initially,
the Class I directors will be George S. Blumenthal and J. Barclay Knapp; the
Class II directors will be Alan J. Patricof and Warren Potash and the Class III
directors will be Sidney R. Knafel, Ted H. McCourtney and Del Mintz. The terms
of the Class I, Class II and Class III Directors will expire initially in 2000,
2001 and 2002, respectively. At each annual meeting of the stockholders of the
Company, the successors to the class of directors whose term expires will be
elected to hold office for a term expiring at the annual meeting of stockholders
held in the third year following their election. See "DESCRIPTION OF COMPANY
CAPITAL STOCK."

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<PAGE> 53

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors intends to establish a Compensation and Option
Committee (the "Compensation Committee") and an Audit Committee. Messrs. Knafel
and Mintz will serve as members of the Board of Directors' Compensation and
Option Committee and Messrs. Mintz, Patricof and Potash will serve as members of
the Board of Directors' Audit Committee. The Compensation and Option Committee
will review and make recommendations regarding annual compensation for Company
officers and the Audit Committee will oversee the Company's financial reporting
process on behalf of the Company's Board of Directors. There are no other plans
to establish committees of the Board of Directors. Directors will be reimbursed
for out-of-pocket expenses incurred in attending meetings of the Board of
Directors and the committees.

EXECUTIVE OFFICERS

The following table sets forth certain information concerning the persons
who serve as executive officers of the Company. George S. Blumenthal, J. Barclay
Knapp, Richard J. Lubasch and Gregg Gorelick also serve as executive officers of
CoreComm. Executive officers of the Company and CoreComm are elected annually by
the Board of Directors and serve until their successors are duly elected and
qualified.

<TABLE>
<CAPTION>
NAME AGE TITLE
- ---- --- -----
<S> <C> <C>
George S. Blumenthal...................... 54 Chairman of the Board
J. Barclay Knapp.......................... 41 President, Chief Executive Officer and Chief
Financial Officer
Patty J. Flynt............................ 46 Senior Vice President -- Chief Operating
Officer
Richard J. Lubasch........................ 51 Senior Vice President -- General Counsel and
Secretary
Gregg Gorelick............................ 39 Vice President -- Controller, Treasurer
</TABLE>

Set forth below is a brief description of the present and past business
experience of each of the persons who serve as executive officers of the Company
who are not also serving as directors.

PATTY J. FLYNT has been OCOM Corporation's President since 1996. Ms. Flynt
is also Group Managing Director of the Information Services Division of NTL
Incorporated. Prior to joining OCOM in 1996, Ms. Flynt was a Vice President of
New Par, a joint venture of CCI and AirTouch Communications, Inc. from 1989
until 1996.

RICHARD J. LUBASCH has been CoreComm's Senior Vice President-General
Counsel and Secretary from the date of the CCPR Distribution. Mr. Lubasch has
also been Senior Vice President -- General Counsel and Secretary of CCII from
and prior to the CCII Distribution and NTL since its formation, as well as
Treasurer of CCII. Mr. Lubasch was Vice President, General Counsel and Secretary
of CCI from July 1987 until the CCI Merger.

GREGG GORELICK has been CoreComm's Vice President -- Controller from the
date of the CCPR Distribution. From 1981 to 1986 he was employed by Ernst &
Whinney (now known as Ernst & Young LLP). Mr. Gorelick is a certified public
accountant and was Vice President -- Controller of CCI from 1986 until the CCI
Merger. Mr. Gorelick has held that position at CCII from and prior to the CCII
Distribution and at NTL since its formation.

EXECUTIVE COMPENSATION

POLICY

The Compensation Committee has the responsibility for the design and
implementation of the Company's executive compensation program. The Compensation
Committee is composed entirely of independent non-employee directors.

The Company's executive compensation program is designed to be closely
linked to corporate performance and return to shareholders. To this end, the
Company has developed an overall compensation strategy and specific compensation
plans that tie a very significant portion of an executive's aggregate
compensation to
49
<PAGE> 54

the appreciation in the Company's stock price. In addition, executive bonuses
are linked to the achievement of operational goals and therefore relate to
shareholder return. The overall objective of this strategy is to attract and
retain the best possible executive talent, to motivate these executives to
achieve the goals inherent in the Company's business strategy and to link
executive and shareholder interests through equity-based compensation, thereby
seeking to enhance the Company's profitability and shareholder value.

Each year the Compensation Committee will conduct a review of the Company's
executive compensation program to determine the appropriate level and forms of
compensation. Such review will permit an annual evaluation of the link between
the Company's performance and its executive compensation.

In assessing compensation levels for the executives, the Compensation
Committee recognizes the fact that such executives have participated in the
development of the Company (and its predecessors) from its earliest stages. In
determining the annual compensation for the Chief Executive Officer, the
Committee uses the same criteria as it does for the other named executives.

BASE SALARY AND BONUS

In furtherance of the Company's incentive-oriented compensation goals set
forth above, cash compensation (annual base salary and bonus) is supplemented by
equity-based option grants. For 1998, the Compensation Committee has not yet
determined the amounts of compensation or grants of options for the Company's
Management. The Company's officers and directors will receive shares in Newco on
the same basis as all other CoreComm shareholders, and will receive an equitable
adjustment in their CoreComm options and grants of options in Newco, in
connection with the Distribution, as will all other option holders. See
"MANAGEMENT -- Stock Option Plan" and "TREATMENT OF CORECOMM EMPLOYEE AND
NON-EMPLOYEE DIRECTOR STOCK OPTIONS IN THE DISTRIBUTION."

BERMUDA RESIDENT REPRESENTATIVE AND SECRETARY

The Company is required, as a matter of Bermuda law, to maintain a
representative presence in Bermuda and has elected to appoint a resident
representative. The resident representative is entitled to attend and speak, but
not to vote at meetings of the board or any committee of the board or of the
shareholders. Hugh Gillespie, an attorney with Appleby, Spurling & Kempe, the
Company's Bermuda legal advisor has been appointed as the Company's initial
resident representative.

RICHARD H. BENNETT is employed by A.S. & K. Services Ltd., a Bermuda
Corporation, and an affiliate of Appleby, Spurling & Kemp, as a corporate
administrator and will serve as the Company's Secretary resident in Bermuda.

STOCK OPTION PLANS

The Company's Board of Directors is expected to adopt the CoreComm Limited
1998 Stock Option Plan (the "Newco Stock Option Plan"), reserving thereunder
shares for issuances to employees and directors.

The Newco Stock Option Plan is intended to encourage stock ownership by
employees of the Company and its divisions and subsidiary corporations and other
affiliates, so that they may acquire or increase their proprietary interest in
the Company, and to encourage such employees and directors who are employees to
remain in the employ of the Company or its affiliates and to put forth maximum
efforts for the success of the business. The Newco Stock Option Plan provides
for grants of options to acquire shares of Newco Common Stock, which options may
be "incentive stock options" within the meaning of Section 422 of the Internal
Revenue Code. The terms of options granted pursuant to the Newco Stock Option
Plan, including provisions regarding vesting, exercisability, exercise price and
duration are generally set by the Compensation Committee. Employees and
Directors of the Company who hold CoreComm Options (as defined below) will
generally receive a corresponding option under the Newco Stock Option Plan,
immediately prior to the Distribution, with an exercise price equal to the fair
market value of the Newco Common Stock as determined on the date of the option
grant. Certain of these optionees will have the ability to express to the
Compensation Committee their preference to receive their options at various
exercise prices and terms intended to preserve the economic

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<PAGE> 55

value inherent in such optionee's existing CoreComm Options. The Compensation
Committee will make the ultimate decision as to the terms of such options.

The form of the Newco Stock Option Plan is filed as an exhibit to the
Registration Statement of which this Information Statement is a part.

TREATMENT OF CORECOMM EMPLOYEE AND NON-EMPLOYEE DIRECTOR
STOCK OPTIONS IN THE DISTRIBUTION

Certain employees of the Company currently hold options to purchase shares
of CoreComm Common Stock ("CoreComm Options") granted pursuant to the CoreComm
Stock Option Plan, which options will generally remain outstanding following the
Distribution. Pursuant to the CoreComm Stock Option Plan and the related option
agreements, an equitable adjustment will be made to reduce the exercise price of
each such CoreComm Option to reflect (in whole or in part) the change in the
book value of the CoreComm Common Stock resulting from the Distribution.
Employees and Directors of CoreComm who hold CoreComm Options will generally
receive a corresponding option under the Newco Stock Option Plan, immediately
prior to the Distribution, with an exercise price determined by the Compensation
and Option Committee. Certain of these optionees will have the ability to
express to the Compensation Committee their preference to receive their options
at various exercise prices and terms intended to preserve the economic value
inherent in such optionee's existing CoreComm Options. The Compensation
Committee will make the ultimate decision as to the terms of such options.

At the time of the Distribution, in connection with the issuance of stock
options to purchase the Company's common stock to holders of options to purchase
CoreComm's Common Stock, the Company and CoreComm will each have a measurement
date as defined in APB Opinion No. 25, "Accounting for Stock Issued to
Employees" due to the changes described above. Accordingly, the Company will
record a one time charge of approximately $6,000,000 as compensation expense. In
addition, CoreComm will record approximately $37,000,000 of deferred
compensation which will be amortized to compensation expense over the remaining
vesting period of its options.

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth certain information regarding the
anticipated beneficial ownership of Newco Common Stock as of the Distribution
date, based on ownership of CoreComm Common Stock as of August 17, 1998 by (i)
each executive officer and director of the Company and (ii) all directors and
executive officers as a group.

<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
----------------------------------------------------------------
PRESENTLY TOTAL
COMPANY EXERCISABLE OPTIONS
EXECUTIVE OFFICERS AND DIRECTORS STOCK OPTIONS(1) OUTSTANDING TOTAL PERCENT(2)
- -------------------------------- ------- ----------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C>
George S. Blumenthal(3)............ 145,549 321,813 846,813 467,362 3.36
J. Barclay Knapp................... 9,298 401,478 926,478 410,776 2.94
Patty J. Flynt..................... -- 6,250 6,250 6,250 *
Richard J. Lubasch................. 3,282 115,185 201,685 118,467 *
Gregg Gorelick..................... 18,837 37,904 58,404 56,741 *
Richard H. Bennett................. -- -- -- -- *
Del Mintz(5)....................... 282,286 32,023 92,823 314,309 2.31
Sidney R. Knafel(6)................ 199,249 32,023 92,823 231,272 1.70
Ted H. McCourtney(7)............... 210,355 21,523 40,323 231,878 1.70
Alan J. Patricof(8)................ 18,172 32,023 92,823 50,195 *
Warren Potash...................... 542 29,419 90,219 29,961 *
All Directors and Officers as a
group (11 in number)............. 886,691 1,029,641 2,448,641 1,916,332 13.12
</TABLE>

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<PAGE> 56

- ---------------
* Represents less than one percent

(1) Includes shares of CoreComm Common Stock purchasable upon the exercise of
options which are presently exercisable or become exercisable in the next 60
days.

(2) Includes Common Stock and Presently Exercisable CoreComm Options.

(3) Includes 2,080 shares of Common Stock held by trusts for the benefit of Mr.
Blumenthal's children and 3,000 shares owned by Mr. Blumenthal's wife, as to
which shares Mr. Blumenthal disclaims beneficial ownership.

(4) Includes 104 shares of Common Stock owned by Mr. Lubasch as custodian for
his child, as to which shares Mr. Lubasch disclaims beneficial ownership.

(5) Includes 20,732 shares of Common Stock owned by Mr. Mintz's children or by
Mr. Mintz's children as trustees for their children and 25 shares owned by
Mr. Mintz's wife, as to which shares Mr. Mintz disclaims beneficial
ownership.

(6) Includes 100,449 shares of Common Stock owned by trust accounts for the
benefit of Mr. Knafel's children, as to which shares Mr. Knafel disclaims
beneficial ownership. An additional 44,617 shares are owned by an adult
child of Mr. Knafel, as to which shares Mr. Knafel disclaims beneficial
ownership.

(7) Includes 520 shares of Common Stock held by trusts for the benefit of Mr.
McCourtney's children, as to which shares Mr. McCourtney disclaims
beneficial ownership. Also includes 200,000 shares of Common Stock owned by
various entities of which Mr. McCourtney is a general partner, as to which
shares Mr. McCourtney disclaims beneficial ownership.

(8) Includes 1,065 shares of Common Stock owned by Mr. Patricof's wife and 2,436
shares owned by Mr. Patricof's children, as to which shares Mr. Patricof
disclaims beneficial ownership. Also includes 5,000 shares of Common Stock
owned by Patricof & Co. Ventures, Inc.'s Profit

(9) Sharing Plan, of which Mr. Patricof is a trustee and Mr. Patricof disclaims
beneficial ownership of such securities other than the amount allocable to
his beneficial interest in the plan.

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<PAGE> 57

DESCRIPTION OF COMPANY CAPITAL STOCK

AUTHORIZED CAPITAL STOCK

The authorized capital stock of the Company consists of seventy-five
million (75,000,000) shares of Newco Common Stock and one million (1,000,000)
shares of Series A Junior Participating Preferred Stock. On June 1, 1998, there
were 1,200,000 shares of Common Stock outstanding. The following description is
qualified in all respects by reference to the Memorandum of Association (the
"Memorandum") and the By-laws, copies of which are attached to the Registration
Statement of which this Information Statement is a part.

COMMON STOCK

All shares of Newco Common Stock participate equally in dividends payable
to holders of Newco Common Stock when and as declared by the Board of Directors
and in net assets available for distribution to holders of Newco Common Stock on
liquidation or dissolution, have one vote per share on all matters submitted to
a vote of the Company's shareholders and do not have cumulative rights in the
decision of directors. All issued and outstanding shares of Newco Common Stock
are fully paid and nonassessable, and the holders thereof do not have
pre-emptive rights.

TRANSFER AGENT

Continental Stock Transfer & Trust Company is the transfer agent and
registrar for the Company's Common Stock.

CERTAIN SPECIAL PROVISIONS OF THE BY-LAWS

Certain provisions contained in the By-laws could make the acquisition of
control of the Company by means of a tender offer, open market purchases, a
proxy contest or otherwise more difficult. Set forth below is a description of
such provisions in the By-laws. Such description is intended as a summary only
and is qualified in its entirety by reference to the By-laws and copies of which
will be available upon request.

Classified Board of Directors: The By-laws provide that the Board of
Directors will be divided into three classes of directors, with the classes to
be as nearly equal in number as possible. The Board of Directors consists of the
persons referred to in "MANAGEMENT -- Directors and Officers of the Company." At
each annual meeting of shareholders, one class of directors will be elected,
each year for a three-year term.

The Company believes that the classified board provision of the By-laws is
advantageous to the Company and its shareholders because, by providing that
directors will serve three-year terms rather than one-year terms, it will
enhance the likelihood of continuity and stability in the composition of the
Board of Directors and in the policies formulated by the Board of Directors. The
Company believes that this, in turn, will permit the board to represent more
effectively the interests of all shareholders.

With a classified Board of Directors, it will generally take a majority
shareholder two annual meetings of shareholders to elect a majority of the Board
of Directors. As a result, a classified board may discourage proxy contests for
the election of directors or purchases of a substantial block of shares because
its provisions could operate to prevent obtaining control of the board in a
relatively short period of time. The classification provisions could also have
the effect of discouraging a third party from making a tender offer or otherwise
attempting to obtain control of the Company, even though such an attempt might
be beneficial to the Company and its shareholders. In addition, because under
the By-laws directors may be removed only for cause, a classified board would
delay shareholders who do not agree with the policies of the Board of Directors
from replacing a majority of the Board of Directors for two years, unless they
can demonstrate the directors should be removed for cause and obtain the
requisite vote.

Number of Directors; Removal; Filling Vacancies: The By-laws provide that
the number of directors shall consist of not more than fifteen nor less than
three directors. In addition, pursuant to authority conferred under a
Shareholders resolution, and subject to any rights of holders of any shares of
Preferred Stock, if any, a majority of the Board of Directors then in office is
empowered to fill any vacancies on the Board of Directors.

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<PAGE> 58

Accordingly, the Board of Directors could temporarily prevent any shareholder
from obtaining majority representation on the board by enlarging the size of the
board and filling the new directorships with its own nominees.

Under the Bermuda Companies Act, 1981, as amended (the "Companies Act"), a
director serving on a classified board may be removed by the shareholders only
for cause. Moreover, the By-laws provide that directors may be removed only by
the affirmative vote of holders of a least a majority of the voting power of all
the then outstanding shares of shares entitled to vote generally in the election
of directors (the "Voting Shares"), voting together as a single class.

Advance Notice Provisions for Shareholder Nominations: The By-laws
establish an advance notice procedure with regard to the nomination, other than
by or at the direction of the Board of Directors, of candidates for election as
directors (the "Nomination Procedure").

The Nomination Procedure provides that, subject to the rights of holders of
any series of Preferred Stock, if any, only persons who are nominated by or at
the direction of the Board of Directors or by a shareholder who has given timely
written notice to the Secretary prior to the meeting at which directors are to
be elected, will be eligible for election as directors of the Company. Under the
Nomination Procedure, to be timely, notice must be received by the Company not
less than 75 days nor more than 90 days prior to the annual or special meeting
of shareholders, provided, however, that in the event that less than 90 days'
notice or prior public disclosure of the meeting date is given or made to
shareholders, notice by the shareholder to be timely must be received not later
than the fifteenth day following the day on which such notice of the date of the
meeting was mailed or such public disclosure was made, whichever first occurs.

Under the Nomination Procedure, a shareholder's notice to the Company
proposing to nominate a person for election as a director must contain certain
information (i) about each proposed nominee, including, without limitation, (a)
the name, age, business address and residence address of the nominee, (b) the
principal occupation or employment of the nominee, (c) the class, series and
number of shares of capital stock of the Company which are beneficially owned by
the nominee, and (d) any other information relating to the nominee that is
required to be disclosed in solicitations of proxies for election of directors
pursuant to the Rules and Regulations of the Commission under the Exchange Act
(including such person's written consent to being named in the proxy statement
as a nominee and to serving as director if elected) and (ii) about the
shareholder proposing to nominate such person, including, without limitation,
the name and record address of the shareholder and the class, series and number
of shares of capital shares of the Company which are beneficially owned by the
shareholder. The Company may require any proposed nominee to furnish such other
information as may reasonably be required by the Company to determine the
eligibility of such proposed nominee to serve as a director of the Company. If
the officer presiding at a meeting determines that a person was not nominated in
accordance with the Nomination Procedure, such person will not be eligible for
election as a director and such nomination shall be disregarded.

By requiring advance notice of nominations by shareholders, the Nomination
Procedure will afford the Board of Directors a meaningful opportunity to
consider the qualifications of the Proposed nominees and, to the extent deemed
necessary or desirable by the Board of Directors, to inform shareholders about
such qualification. Although the By-laws do not give the Board of Directors any
power to approve or disapprove shareholder nominations for the election of
directors or proposals for action, they may have the effect of precluding a
contest for the election of directors if the proper procedures are not followed,
and of discouraging or deterring a third party from conducting a solicitation of
procedures to elect its own slate of directors without regard to whether
consideration of such nominees might be harmful or beneficial to the Company and
its shareholders.

Preferred Stock: The By-laws authorize the Board of Directors to issue one
or more series of Preferred Stock and to determine, with respect to any series
of Preferred Stock, the powers, designations, preferences, optional or other
rights, if any, and the qualifications, limitations or restrictions thereof, as
are stated in resolutions adopted by the Board of Directors providing for the
issue of such series and as are permitted by the Companies Act.

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<PAGE> 59

The Company believes that the ability of the Board of Directors to issue
one or more series of Preferred Stock will provide increased flexibility in
structuring possible future financings and acquisitions and in meeting other
corporate needs which might arise. The authorized shares of Preferred Stock, as
well as shares of the Common Stock, will be available for issuance without
further action by the Company's shareholders, unless such action is required by
applicable law or the rules of any shares exchange on which the Company's
securities may be listed or applicable rules of any self-regulatory
organization. If the approval of the Company's shareholders is not required for
the issuance of shares of Preferred Stock or the Company Common Stock, the Board
of Directors does not intend to seek shareholder approval. The Board of
Directors will make any determination to issue such shares based on its judgment
as to the best interests of the Company and its shareholders. The Board of
Directors, in so acting, could issue Preferred Stock having terms that could
discourage an acquisition attempt or other transaction that some or a majority
of the shareholders might believe to be in their best interests or in which
shareholders might receive a premium for their shares over the then current
market price of such shares.

Voting Requirements for Certain Business Combinations: The By-laws also
provide that, in addition to any affirmative vote required by law, the
affirmative vote of holders of two-thirds of the voting power of the Company
shall be necessary to approve any "Business Combination" (as defined) proposed
by an "Interested Shareholder (as defined). The additional voting requirements
will not apply, however, if: (a) the Business Combination was approved by not
less than a majority of the Continuing Directors or (ii) a series of conditions
are satisfied requiring (in summary) (a) that the consideration to be paid to
the Company's shareholders in the Business Combination must be at least equal to
the higher of (i) the highest per-share price paid by the Interested Shareholder
in acquiring any of the Company's Common Shares during the two years prior the
announcement date of the Business Combination or in the transaction in which it
becomes an Interested Shareholder (the "Determination Date") whichever is higher
or (ii) the fair market value per share of Common Shares on the announcement
date or Determination Date, whichever is higher, in either case appropriately
adjusted for any stock dividend, stock split, combination of shares or similar
event (non-cash consideration is treated similarly) and (b) certain "procedural"
requirements are complied with, such as the solicitation of proxies pursuant to
the rules of the Securities and Exchange Commission and no decrease in regular
dividends (if any) after the Interested Shareholder becomes an Interested
Shareholder (except as approved by a majority of the Continuing Directors).

An "Interested Shareholder" is defined as anyone who is or has announced
the intention to become the beneficial owner of a 10% or more of the voting
shares and other than any employee share plan sponsored by the Company and
includes any person who is an affiliate of the Company and at any time within
the prior two-year period prior to the date in question and was the beneficial
owner of 10% or more of the voting shares. The term "beneficial owner" includes
person directly and indirectly owning or having the right to acquire or vote the
shares. Interested Shareholders participate fully in all shareholder voting.

A "Business Combination" includes the following transactions: (a) merger or
consolidation or amalgamation of the Company or any subsidiary with an
Interested Shareholder or with any other corporation or entity which is, or
after such merger or consolidation or amalgamation would be, an affiliate of an
Interested Shareholder; (b) the sale or other disposition by the Company or a
subsidiary of assets having a fair market value of $5,000,000 or more if an
Interested Shareholder (or an affiliate thereof) is a party to the transaction;
(c) the adoption of any plan or proposal for the liquidation or dissolution of
the Company or for amendment of the By-laws; or (d) any reclassification of
securities, recapitalization, merger with a subsidiary, or other transaction
which has the effect, directly or indirectly, of increasing the proportionate
share of any class of its outstanding stock (or securities convertible into
stock) of the Company or a subsidiary owned by an Interested Shareholder (or an
affiliate thereof). Determinations of the fair market value of non-cash
consideration are made by a majority of the Continuing Directors.

The term "Continuing Directors" means any member of the Board of Directors
of the Company while such person is a member of the Board of Directors, who is
not an Affiliate or Associate or representative of the Interested Shareholder
and was a member of the Board of Directors prior to the time that the Interested
Shareholder became an Interested Shareholder, and any successor of a Continuing
Director while such successor is a member of the Board of Directors, who is not
an Affiliate or Associate or representative of the
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<PAGE> 60

Interested Shareholder and is recommended or elected to succeed the Continuing
Director by a majority of Continuing Directors.

SHAREHOLDER PROPOSALS

Under the Companies Act the Company must circulate notice of a properly
supported shareholder requisition moving a resolution to be passed at the next
annual general meeting of the Company, together with a statement of up to 1,000
words in respect of the proposed resolution. The resolution must be supported by
the lesser of: 100 shareholders or shareholders representing 5% of the total
voting rights eligible at the meeting at which the resolution is proposed to be
passed. The resolution and notice will circulated at the expense of the
shareholders making the requisition, unless the Company otherwise resolves. The
requisition proposing a resolution must be deposited at the registered office of
the Company not less than six weeks before the general meeting.

AMENDMENT OF CERTAIN CHARTER AND BY-LAW PROVISIONS

Under the Companies Act, the directors may amend the By-laws of a company
subject to the approval of the company's shareholders. The By-laws provide that
they may be amended in the manner provided under the Companies Act, provided
that the provisions set forth in the By-laws relating to the election and term
of directors, the indemnification rights of directors, the amendment of the
By-laws and the restrictions on certain business combinations may be amended
only by the directors, with the approval by affirmative vote of the holders of
at least 66.667% of the Voting Shares.

SHAREHOLDER RIGHTS PLAN

The following description of the Rights Agreement is qualified in its
entirety by reference to the Rights Agreement, which is in substantially the
form attached as an exhibit to the Registration Statement of which this
Information Statement is a part.

The Rights Agreement provides that one Right will be issued with each share
of the Common Stock issued (whether originally issued or from the Company's
treasury) on or after the date of the Distribution and prior to the Rights
Distribution Date (as hereinafter defined). The Rights are not exercisable until
the Rights Distribution Date and will expire at the close of business on
December 31, 2010 unless previously redeemed by the Company as described below.
When exercisable, each Right entitles the owner to purchase from the Company
one-hundredth of a share of Series A Junior Participating Preferred Stock at a
purchase price of .

Except as described below, the Rights will be evidenced by all the Common
Stock certificates and will be transferred with the Common Stock certificates,
and no separate Rights certificates will be distributed. The Rights will
separate from the Common Stock and a "Rights Distribution Date" will occur upon
the earlier of (i) 10 days following a public announcement that a person or
group of affiliated or associated persons (an "Acquiring Person") has acquired,
or obtained the right to acquire, beneficial ownership of 15% or more of the
outstanding shares of the Common Stock (the "Shares Acquisition Date") or (ii)
10 business days (or such later date as is determined by the Company's Board of
Directors) following the commencement of a tender offer or exchange offer that
would result in a person or group becoming an Acquiring Person.

After the Rights Distribution Date, Rights certificates will be mailed to
holders of record of the Common Stock as of the Rights Distribution Date and,
thereafter the separate Rights certificates alone will represent the Rights.

The Series A Junior Participating Preferred Stock issuable upon exercise of
the Rights will be entitled to a minimum preferential quarterly dividend payment
of $0.01 per share and will be entitled to an aggregate dividend of 100 times
the dividend, if any, declared per share of Common Stock. In the event of
liquidation, the holders of the Series A Junior Participating Preferred Stock
will be entitled to a minimum preferential liquidation payment of $100 per share
and will be entitled to an aggregate payment of 100 times the payment made per
share of the Common Stock. Each share of Series A Junior Participating Preferred
Stock will have

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<PAGE> 61

100 votes and will vote together with the Common Stock. In the event of any
merger, consolidation or other transaction in which shares of the Common Stock
are changed or exchanged, each share of Series A Junior Participating Preferred
Stock will be entitled to receive 100 times the amount received per share of the
Common Stock. These rights are protected by customary antidilution provisions.
Because of the nature of the Series A Junior Participating Preferred Stock's
dividend, liquidation and voting rights, the value of one-hundredth of a share
of Series A Junior Participating Preferred Stock purchasable upon exercise of
each Right should approximate the value of one share of the Common Stock.

In the event that a person becomes an Acquiring Person, each holder of a
Right will thereafter have the right to receive, upon the exercise thereof at
the then current exercise price, the Common Stock (or, in certain circumstances,
cash, property or other securities of the Company) having a value equal to two
times the exercise price of the Right. Notwithstanding any of the foregoing,
following the occurrence of any such event, all Rights that are, or (under
certain circumstances specified in the Rights Agreement) were beneficially owned
by any Acquiring Person (or certain related parties) will be null and void.
However, Rights are not exercisable following the occurrence of the event set
forth above until such time as the Rights are no longer redeemable by the
Company as set forth below.

In the event that, at any time following the Shares Acquisition Date, (i)
the Company is acquired in a merger or other business combination transaction in
which the Company is not the surviving corporation or the Common Stock is
changed or exchanged (other than a merger which follows a Qualifying Offer and
satisfies certain other requirements) or (ii) 50% or more of the Company's
assets or earning power is sold or transferred, each holder of a Right (except
Rights which previously have been voided as set forth above) shall thereafter
have the right to receive, upon the exercise thereof at the then current
exercise price, Common Stock of the acquiring company having a value equal to
two times the exercise price of the Right.

At any time prior to the earlier of (i) until 10 days following the Shares
Acquisition Date, or (ii) the Final Expiration Date, the Company may redeem the
Rights in whole, but not in part, at a price of $.01 per Right. Immediately upon
the action of the Board of Directors ordering redemption of the Rights, the
Rights will terminate and the only right of the holders of the Rights will be to
receive the $.01 redemption price.

Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to shareholders or to the Company, shareholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for the Newco Common Stock (or other consideration) or for Common
Stock of the acquiring company as set forth above.

Other than those provisions relating to the principal economic terms of the
Rights, any of the provisions of the Rights Agreement may be amended by the
Board of Directors prior to the Rights Distribution Date. After the Rights
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board of Directors in order to cure any ambiguity, to make changes which do not
adversely affect the interests of holders of Rights (excluding the interests of
any Acquiring Person) or to shorten or lengthen any time period under the Rights
Agreement, provided that no amendment to adjust the time period governing
redemption shall be made at such time as the Rights are not redeemable.

The Rights have certain anti-takeover effects as they will cause
substantial dilution to a person or group that acquires a substantial interest
in the Company without the prior approval of the Board of Directors. Among the
effects is that the Rights could discourage a takeover attempt that might
otherwise allow the holders of Common Stock to sell such Common Stock at a
premium to the then current market price or which might otherwise be beneficial
to shareholders.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Companies Act permits the Company to indemnify its directors or
officers in their capacity as such in respect of any loss arising or liability
attaching to them by virtue of any rule of law in respect of any negligence,
default, breach of duty or breach of trust of which a director or officer may be
guilty in relation to the Company other than in respect of his own fraud or
dishonesty.

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The By-laws provide that every director, officer, committee member and any
resident representative of the Company be indemnified against any liabilities,
loss, damage or expense incurred or suffered in such capacity, subject to
limitations imposed in the Companies Act.

The By-laws further provide that to the extent that any director, officer,
committee member or resident representative of the Company is successful in
defending any proceedings, whether civil or criminal, the Company will indemnify
the individual for all liabilities incurred in such capacity.

By-law 151 stipulates that each shareholder and the Company agree to waive
any claim or right of action against any director, officer or committee member,
in respect of any failure to act or any action taken by such director, officer
or committee member in the performance of his duties with or for the Company.
The waiver does not extend to claims, rights of action arising from the fraud of
the director, officer, committee member or to recover any gain, personal profit
or advantage to which such individual is not legally entitled.

The By-laws permit the Company to advance the expenses incurred in
defending any civil or criminal action for which indemnification is required
against an undertaking of the indemnified party to repay the amount advanced if
it is ultimately determined that the indemnified party is not entitled to be
indemnified under the By-laws and subject to a determination by the Board of
Directors or, in specified situations, independent legal counsel or a majority
vote of the shareholders, that indemnification would be proper in the
circumstances.

There has not been in the past and there is not presently pending any
litigation or proceeding involving a director, officer, employee or agent of the
Company which could give rise to an indemnification obligation on the part of
the Company. In addition, except as described herein, the Board of Directors is
not aware of any threatened litigation or proceeding which may result in a claim
for indemnification.

INTERESTED DIRECTORS

The By-laws provide that any transaction entered into by the Company in
which a director has an interest is not voidable by the Company nor can such
director be liable to the Company for any profit realized pursuant to such
transaction provided the nature of the interest is disclosed at the first
opportunity at a meeting of director, or in writing to the directors.

MERGERS AND SIMILAR ARRANGEMENTS

The Company may acquire the business of another Bermuda company similarly
exempt from Bermuda taxes or a company incorporated outside Bermuda and carry on
such business when it is within the objects of its Memorandum of Association.
The Company may also amalgamate with another Bermuda company or with a body
incorporated outside Bermuda upon the approval of the board of directors and the
holders of 75% of the outstanding shares of the Company, including any shares
that would otherwise be non-voting shares. In the case of an amalgamation, a
shareholder may apply to a Bermuda court for a proper valuation of such
shareholder's shares if such shareholder is not satisfied that fair value has
been paid for such shares. The court ordinarily would not set aside the
transaction on that ground absent evidence of fraud or bad faith.

TAKEOVERS

Bermuda law provides that where an offer is made for shares of another
company and, within four months of the offer, the holders of not less than 90%
of the shares which are the subject of the offer accept, the offeror may by
notice require the non-tendering shareholders to transfer their shares on the
terms of the offer. Dissenting shareholders may apply to the court within one
month of the notice objecting to the transfer. The burden is on the dissenting
shareholders to show that the court should exercise its discretion to enjoin the
required transfer, which the court will be unlikely to do unless there is
evidence of fraud or bad faith or collusion between the offeror and the holders
of the shares who have accepted the offer as a means of unfairly forcing out
minority shareholders.

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SHAREHOLDER'S SUIT

A shareholder who considers that the affairs of the Company are being
conducted in a manner which is unfairly prejudicial or oppressive to the
interests of some of the shareholders may apply to the Bermuda court for relief
under the Act. The court may grant such relief as it considers fit. Class
actions and derivative actions are generally not available to shareholders under
the laws of Bermuda. However, the Bermuda courts ordinarily would be expected to
follow English case law precedent, which would permit a shareholder to commence
an action in the name of the Company to remedy a wrong done to the Company where
the act complained of is alleged to be beyond the corporate power of the Company
or is illegal or would result in the violation of the Memorandum of Association
or By-laws. Furthermore, consideration would be given by the court to acts that
are alleged to constitute a fraud against the minority shareholders or where an
act requires the approval of a greater percentage of the Company's shareholders
than actually approved it. The winning party in such an action generally would
be able to recover a portion of attorneys' fees incurred in connection with such
action.

INSPECTION OF CORPORATE RECORDS

Members of the general public have the right to inspect the public
documents of the Company available at the office of the Registrar of Companies
in Bermuda, which will include the Memorandum of Association (including its
objects and powers) and any alteration to the Memorandum of Association and
documents relating to any increase or reduction of authorized capital. The
shareholders have the additional right to inspect or obtain copies of the
By-laws, minutes of general meetings and audited financial statements of the
Company, which must be presented to the annual general meeting of shareholders.
The register of shareholders of the Company is also open to inspection by
shareholders without charge, and to members of the public for a fee. The Company
is required to keep at its registered office a register of its directors and
officers which is open for inspection by members of the public without charge.
Bermuda law does not, however, provide a general right for shareholders to
inspect or obtain copies of any other corporate records.

BERMUDA TAXATION

Under current Bermuda law, there is no Bermuda income tax, withholding tax,
capital gains tax or capital transfer tax levied on the Company or its
shareholders.

The Company and its Bermuda subsidiaries have obtained a written
undertaking from the Minister of Finance of Bermuda under the Exempted
Undertakings Tax Protection Act 1966 (as amended) that, in the event of there
being enacted in Bermuda any legislation imposing tax computed on profits or
income, or computed on any capital asset, gain or appreciation, or any tax in
the nature of estate duty or inheritance tax, such tax shall not, until March
28, 2016, be applicable to the Company or any of its operations, or to the
shares, debentures or other obligations of the Company, except insofar as such
tax applied to persons ordinarily resident in Bermuda and holding such shares,
debentures or other obligations of the Company or to any land leased or let to
the Company.

59
<PAGE> 64

INDEPENDENT AUDITORS

The Company has appointed Ernst & Young LLP as the Company's independent
auditors to audit the Company's financial statements as of and for the year
ending December 31, 1998. Ernst & Young LLP has audited the Company's
consolidated balance sheet as of March 31, 1998 and OCOM's financial statements
as of December 31, 1997 and 1996 and for each of the three years in the period
ended December 31, 1997.

ADDITIONAL INFORMATION

The Company has filed with the Commission a Registration Statement on Form
10 (the "Registration Statement," which term shall include any amendments or
supplements thereto) under the Exchange Act with respect to the shares of Newco
Common Stock being received by CoreComm stockholders in the Distribution. This
Information Statement does not contain all of the information set forth in the
Registration Statement and the exhibits and schedules thereto, to which
reference is hereby made. With respect to each contract, agreement or other
document filed as an exhibit to the Registration Statement, reference is made to
such exhibit for a more complete description of the matter involved, and each
such statement shall be deemed qualified in its entirety by such reference.

The Registration Statement and the exhibits thereto filed by the Company
with the Commission may be inspected and copied at prescribed rates at the
public reference facilities maintained by the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, as well as at the
Regional Offices of the Commission at Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center, Suite 1300, 13th
Floor, New York, New York 10048. The Commission maintains a web site that
contains reports, proxy statements, registration statements and other
information regarding registrants that file electronically with the Commission
at http://www.sec.gov.

Following the Distribution, the Company intends to furnish to its
stockholders annual reports containing consolidated financial statements audited
by an independent public accounting firm accompanied by an opinion expressed by
such independent public accounting firm and quarterly reports for the first
three quarters of each fiscal year containing unaudited consolidated financial
information, in each case prepared in accordance with generally accepted
accounting principles.

60
<PAGE> 65

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S> <C>
CORECOMM LIMITED
Condensed Consolidated Balance Sheet -- June 30, 1998
(Unaudited)............................................... F-2
Condensed Consolidated Statement of Operations -- For the
Period from April 1, 1998 to June 30, 1998 (Unaudited).... F-3
Condensed Consolidated Statement of Shareholder's
Equity -- For the Period from incorporation to June 30,
1998 (Unaudited).......................................... F-4
Condensed Consolidated Statement of Cash Flows -- For the
Period from April 1, 1998 to June 30, 1998 (Unaudited).... F-5
Notes to Condensed Consolidated Financial Statements
(Unaudited)............................................... F-6
Report of Independent Auditors.............................. F-8
Consolidated Balance Sheet -- March 31, 1998................ F-9
Notes to Consolidated Balance Sheet......................... F-10

OCOM CORPORATION TELECOMS DIVISION

Condensed Balance Sheet -- June 1, 1998 (Unaudited)......... F-13
Condensed Statements of Operations -- For the Period from
January 1, 1998 to June 1, 1998 and for the Six Months
Ended June 30, 1997 (Unaudited)........................... F-14
Condensed Statement of Parent's Investment -- For the Period
from January 1, 1998 to June 1, 1998 (Unaudited).......... F-15
Condensed Statements of Cash Flows -- For the Period from
January 1, 1998 to June 1, 1998 and for the Six Months
Ended June 30, 1997 (Unaudited)........................... F-16
Notes to Condensed Financial Statements (Unaudited)......... F-17
Report of Independent Auditors.............................. F-18
Balance Sheets -- December 31, 1997 and 1996................ F-19
Statements of Operations -- Years ended December 31, 1997,
1996 and 1995............................................. F-20
Statement of Parent's Investment (Deficiency) -- Years ended
December 31, 1997, 1996 and 1995.......................... F-21
Statements of Cash Flows -- Years ended December 31, 1997,
1996 and 1995............................................. F-22
Notes to Financial Statements............................... F-23
</TABLE>

F-1
<PAGE> 66

CORECOMM LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
JUNE 30, 1998

<TABLE>
<S> <C>
ASSETS
Current assets
Cash...................................................... $ 201,000
Accounts receivable-trade, less allowance for doubtful
accounts of $301,000................................... 1,320,000
Inventory................................................. 172,000
Other..................................................... 371,000
-----------
Total current assets........................................ 2,064,000
Fixed assets, net of accumulated depreciation of $97,000.... 1,687,000
Goodwill, net of accumulated amortization of $60,000........ 2,349,000
LMDS license costs.......................................... 25,356,000
Other, net of accumulated amortization of $1,000............ 123,000
-----------
$31,579,000
===========

LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities
Accounts payable.......................................... $ 842,000
Accrued expenses.......................................... 1,450,000
Due to NTL Incorporated................................... 747,000
-----------
Total current liabilities................................... 3,039,000
Shareholder's equity
Series preferred stock -- $.01 par value, authorized
1,000,000 shares; issued and outstanding none
Common stock, $.01 par value; authorized 75,000,000
shares; issued and outstanding 1,200,000 shares........ 12,000
Additional paid-in capital................................ 29,909,000
Deficit................................................... (1,381,000)
-----------
28,540,000
-----------
$31,579,000
===========
</TABLE>

See accompanying notes.
F-2
<PAGE> 67

CORECOMM LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)

<TABLE>
<CAPTION>
FOR THE PERIOD
FROM APRIL 1, THE PREDECESSOR
1998 (DATE (OCOM)
OPERATIONS SIX MONTHS
COMMENCED) TO ENDED
JUNE 30, 1998 JUNE 30, 1997
---------------- ----------------
<S> <C> <C>
REVENUES
Telecommunications.......................................... $ 1,201,000 $ 1,961,000
Telephone equipment......................................... 60,000 --
----------- -----------
1,261,000 1,961,000
COSTS AND EXPENSES
Cost of telephone equipment sold............................ 15,000 --
Operating................................................... 1,052,000 820,000
Selling, general and administrative......................... 1,417,000 2,450,000
Depreciation................................................ 97,000 129,000
Amortization................................................ 61,000 5,000
----------- -----------
2,642,000 3,404,000
----------- -----------
OPERATING (LOSS)............................................ (1,381,000) (1,443,000)
OTHER INCOME (EXPENSE)...................................... -- (4,000)
----------- -----------
NET (LOSS).................................................. $(1,381,000) $(1,447,000)
=========== ===========
</TABLE>

See the Predecessor's (OCOM) condensed statements of operations appearing on
page F-14.

See accompanying notes.
F-3
<PAGE> 68

CORECOMM LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDER'S EQUITY
(UNAUDITED)
FOR THE PERIOD FROM INCORPORATION TO JUNE 30, 1998

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL
-------------------- PAID-IN
SHARES PAR CAPITAL (DEFICIT)
--------- ------- ----------- -----------
<S> <C> <C> <C> <C>
Initial contribution....................... 1,200,000 $12,000 $22,173,000
Capital contributions...................... 7,736,000
Net (loss) for the period.................. $(1,381,000)
--------- ------- ----------- -----------
Balance, June 30, 1998..................... 1,200,000 $12,000 $29,909,000 $(1,381,000)
========= ======= =========== ===========
</TABLE>

See accompanying notes.
F-4
<PAGE> 69

CORECOMM LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)

<TABLE>
<CAPTION>
FOR THE
PERIOD FROM THE PREDECESSOR
APRIL 1, 1998 (OCOM)
(DATE OPERATION COMMENCED) SIX MONTHS ENDED
TO JUNE 30, 1998 JUNE 30, 1997
-------------------------- ----------------
<S> <C> <C>
OPERATING ACTIVITIES
Net (loss)............................................. $(1,381,000) $(1,447,000)
Adjustments to reconcile net (loss) to net cash used in
operating activities:
Depreciation and amortization........................ 158,000 134,000
Provision for losses on accounts receivable.......... 16,000 --
Loss on disposal of fixed assets..................... -- 4,000
Changes in operating assets and liabilities, net of
effect of acquisitions:
Accounts receivable............................... (150,000) 205,000
Inventory......................................... (104,000) --
Other current assets.............................. (204,000) (115,000)
Accounts payable.................................. 230,000 (113,000)
Accrued expenses.................................. 271,000 18,000
Due to NTL Incorporated........................... 747,000 --
----------- -----------
Net cash (used in) operating activities................ (417,000) (1,314,000)
INVESTING ACTIVITIES
Purchase of fixed assets............................... (232,000) (603,000)
Proceeds from disposals of fixed assets................ -- 4,000
----------- -----------
Net cash (used in) investing activities................ (232,000) (599,000)
FINANCING ACTIVITIES
Capital contributions.................................. 850,000 1,913,000
----------- -----------
Net cash provided by financing activities.............. 850,000 1,913,000
----------- -----------
Net increase in cash................................... 201,000 --
Cash at beginning of period............................ -- --
----------- -----------
Cash at end of period.................................. $ 201,000 $ --
=========== ===========
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES:
Contribution of subsidiaries........................... $29,059,000 $ --
</TABLE>

See the Predecessor's (OCOM) condensed statements of cash flows appearing on
page F-16

See accompanying notes.
F-5
<PAGE> 70

CORECOMM LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1. BASIS OF PRESENTATION

CoreComm Limited (the "Company"), a wholly owned subsidiary of CoreComm
Incorporated ("CoreComm"), was formed in March 1998 in order to succeed to the
businesses and assets that were operated by OCOM Corporation and as an
appropriate vehicle to pursue new telecommunications opportunities outside of
Puerto Rico and the U.S. Virgin Islands in an entrepreneurial corporate
environment. CoreComm is planning to make a cash contribution to the Company of
$150,000,000 using proceeds from its wholly owned indirect subsidiary's new bank
loan and distributing 100% of the outstanding shares of the Company on a
one-for-one basis to CoreComm's shareholders.

The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the period from April 1,
1998 to June 30, 1998 are not necessarily indicative of the results that may be
expected for the year ending December 31, 1998. For further information, refer
to the consolidated balance sheet and footnotes thereto as of March 31, 1998
included herein.

NOTE 2. ACQUISITIONS

In April and June 1998, CoreComm acquired the stock of Digicom, Inc. and
certain operating assets and related liabilities of the Wireless Outlet and OCOM
Corporation. CoreComm contributed these businesses to the Company. Digicom is a
reseller of Centrex services based in Cleveland, Ohio. The Wireless Outlet is a
reseller of primarily prepaid cellular and paging service in Ohio and other
locations in the United States. OCOM is a competitive local exchange carrier
("CLEC") on a resale basis as well as a reseller of long distance and cellular
service. The OCOM CLEC business is based in Ohio and the long distance and
cellular businesses operate in Ohio and other locations in the United States.
Aside from the cellular long distance resale business, which has been operating
for approximately seven years, these businesses are in early stages of
development. OCOM is considered to be the predecessor to the Company. These
acquisitions have been accounted for as purchases by CoreComm, and, accordingly,
the net assets and results of operations of the acquired businesses have been
included in the consolidated financial statements from the dates of acquisition.
The aggregate purchase price for these acquisitions was cash of $3,787,000 which
exceeded the fair value of the net tangible assets acquired by $2,409,000, which
is classified as goodwill. The goodwill is being amortized on a straight-line
basis over 10 years. The contribution of the assets from CoreComm to the Company
were accounted for at historical cost in a manner consistent with a transfer of
entities under common control which is similar to that used in a "pooling of
interests". The Company's financial statements include the results of the
contributed companies for all period owned by CoreComm.

The pro forma unaudited consolidated results of operations for the six
months ended June 30, 1998 and 1997 assuming consummation of the acquisitions as
of January 1, 1997 are as follows:

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
--------------------------
1998 1997
----------- -----------
<S> <C> <C>
Total revenue..................................... $ 4,569,000 $ 4,998,000
Net (loss)........................................ (4,487,000) (1,516,000)
</TABLE>

F-6
<PAGE> 71
CORECOMM LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)

NOTE 3. LMDS LICENSE COSTS

A wholly-owned subsidiary of CoreComm, Cortelyou Communications Corp.
("Cortelyou") was the successful bidder, for an aggregate of $25,241,000, for 15
Block A Local Multipoint Distribution Service ("LMDS") licenses in Ohio. LMDS
frequencies are expected to be used for the provision of voice, data, video and
Internet services to businesses and homes in competition with incumbent local
exchange telephone companies and/or cable television operators. The FCC has
allocated two blocks of frequencies to be licensed in each of the 493 Basic
Trading Areas in the United States and its territories based on an auction that
commenced in February 1998 and ended in March 1998. In June 1998, CoreComm
funded Cortelyou's payment of its bid and the FCC issued the licenses. Costs of
$115,000 were incurred in connection with the auction and the license
acquisition. CoreComm contributed Cortelyou to the Company.

NOTE 4. FIXED ASSETS

Fixed assets at June 30, 1998 consist of:

<TABLE>
<S> <C>
Operating equipment......................................... $ 210,000
Computer equipment.......................................... 1,248,000
Other equipment............................................. 321,000
Construction in progress.................................... 5,000
----------
1,784,000
Accumulated depreciation.................................... 97,000
----------
$1,687,000
==========
</TABLE>

NOTE 5. ACCRUED EXPENSES

Accrued expenses at June 30, 1998 consist of:

<TABLE>
<S> <C>
Payroll and related......................................... $ 497,000
Accrued purchase price...................................... 172,000
Operating expenses.......................................... 223,000
Other....................................................... 558,000
----------
$1,450,000
==========
</TABLE>

NOTE 6. RELATED PARTY TRANSACTIONS

The Company provides billing and software development services to other
subsidiaries of CoreComm and to NTL Incorporated. Certain officers and directors
of the Company are officers and directors of CoreComm and of NTL Incorporated.
The Company charges an amount in excess of its costs to provide these services.
The Company's general and administrative expenses were reduced by $29,000 for
the period from April 1, 1998 to June 30, 1998 as a result of these charges.

NOTE 7. INCOME TAXES

The Company has not recorded an income tax benefit for the period ended
June 30, 1998 as there was no tax sharing agreement between the Company and
CoreComm. The Company has not recorded a deferred tax asset for its tax losses
since it will not be able to utilize them in the future.

F-7
<PAGE> 72

REPORT OF INDEPENDENT AUDITORS

The Board of Directors
CoreComm Limited

We have audited the accompanying consolidated balance sheet of CoreComm
Limited and subsidiaries as of March 31, 1998. This balance sheet is the
responsibility of the Company's management. Our responsibility is to express an
opinion on the balance sheet based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated balance sheet is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the balance sheet. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the consolidated balance sheet referred to above presents
fairly, in all material respects, the financial position of CoreComm Limited and
subsidiaries at March 31, 1998 in conformity with generally accounting
principles.

ERNST & YOUNG LLP

New York, New York
June 2, 1998

F-8
<PAGE> 73

CORECOMM LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET
MARCH 31, 1998

<TABLE>
<S> <C>
ASSETS
Due from Digicom, Inc. ..................................... $ 2,000,000
Deferred costs.............................................. 185,000
LMDS auction bid............................................ 25,241,000
-----------
Total assets................................................ $27,426,000
===========
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Accrued LMDS auction bid.................................. $ 5,241,000
Shareholder's equity
Series preferred stock -- $.01 par value; authorized
1,000,000 shares; issued and outstanding none
Common stock, $.01 par value; authorized 75,000,000
shares; issued and outstanding 1,200,000 shares........ 12,000
Additional paid in capital................................ 22,173,000
-----------
Total shareholder's equity.................................. 22,185,000
-----------
Total liabilities and shareholder's equity.................. $27,426,000
===========
</TABLE>

See accompanying notes.
F-9
<PAGE> 74

CORECOMM LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED BALANCE SHEET

1. ORGANIZATION

CoreComm Limited (the "Company"), a wholly-owned subsidiary of CoreComm
Incorporated ("CoreComm"), was formed in March 1998 in order to provide an
appropriate vehicle to pursue new telecommunications opportunities outside of
Puerto Rico and the U.S. Virgin Islands in an entrepreneurial corporate
environment. All of the Company's net assets were contributed by CoreComm.
CoreComm intends to distribute to its stockholders 100% of the outstanding
shares of the Company on a one-for-one basis (the "Distribution"). As of March
31, 1998, the Company had not yet commenced operations.

After the completion of the acquisitions as described in Note 3, the
Company holds, through directly and indirectly wholly owned subsidiaries,
entities which operate or hold licenses or applications to operate in the
competitive local exchange carrier ("CLEC") business, cellular long distance
resale business, landline long distance resale business, prepaid cellular
service resale business, centralized telecommunications services ("CTS")
business and local multipoint distribution services ("LMDS") business. Aside
from the cellular long distance resale business, which has been operating for
approximately seven years, these businesses are in early stages of development.
The Company's customers are located throughout the United States. The Company
does not own its own facilities, instead it purchases capacity on a wholesale
basis and sells it at retail rates to end users.

Since a substantial portion of the Company's revenues will be derived from
long distance service provided to cellular telephone users, the Company's
business is currently dependent on the trends in the use of cellular telephone
service. Competition continues to increase in the long distance, local and
cellular (or wireless) telecommunications markets. Increased competition has
resulted in pricing pressure, which contributes to lower revenues per customer
and higher customer acquisition costs.

2. SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

PRINCIPLES OF CONSOLIDATION

The Company consolidates its wholly-owned subsidiaries and those entities
where the Company's interest is greater than 50%. Significant intercompany
accounts and transactions are eliminated in consolidation.

DEFERRED COSTS

Deferred costs include legal and other costs incurred in connection with
the LMDS auction and application for LMDS licenses from the Federal
Communications Commission ("FCC") and with applications for approvals to operate
as a CLEC in various states. These costs will be amortized on a straight-line
basis over the term of the license or license-equivalent upon the commencement
of operations.

LONG-LIVED ASSETS

Long-lived assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. If the
sum of the expected future undiscounted cash flows is less than the carrying
amount of the asset, a loss is recognized for the difference between the fair
value and the carrying value of the asset.

F-10
<PAGE> 75
CORECOMM LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED BALANCE SHEET -- (CONTINUED)

3. LMDS AUCTION AND ACQUISITIONS

A subsidiary of the Company, Cortelyou Communications Corp., was the
successful bidder, for an aggregate of $25,241,000, for 15 Block A LMDS licenses
in Ohio. The FCC has allocated two blocks of frequencies (Block A and Block B)
to be licensed in each of the 493 Basis Trading Area in the United States and
its territories based on an auction that commenced in February 1998 and ended in
March 1998. LMDS frequencies are expected to be used for the provision of voice,
data, video and Internet services to businesses and homes in competition with
incumbent local exchange telephone companies and/or cable television operators.
High bidders must submit an application demonstrating their qualifications to
hold the licenses they won at auction. The high bids must be paid within ten
business days of the announcement by the FCC that an application was accepted.

In February 1998, CoreComm entered into an agreement to acquire Digicom,
Inc., a reseller of Centrex services in Cleveland, Ohio for an aggregate
purchase price of $2,000,000. The acquisition was subject to regulatory
approval, which was received in April 1998.

In April 1998, CoreComm acquired for cash of approximately $400,000 all of
the operating assets of the Wireless Outlet which operates prepaid cellular and
paging businesses on a resale basis in Ohio and other locations in the United
States.

In June 1998, CoreComm acquired for cash of approximately $1,312,000
certain operating assets and related liabilities of OCOM Corporation.

4. RECENT ACCOUNTING PRONOUNCEMENTS

COMPREHENSIVE INCOME

In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income." SFAS No. 130 requires that all items that are required to be recognized
under accounting standards as components of comprehensive income be reported in
a financial statement that is displayed with the same prominence as other
financial statements. SFAS No. 130 is effective for fiscal years beginning after
December 15, 1997. The Company has adopted SFAS No. 130, which had no effect on
the consolidated balance sheet.

SEGMENT DISCLOSURES

In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information." SFAS No. 131 establishes standards for
the way that public business enterprises report information about operating
segments in annual financial statements and requires that those enterprises
report selected information about operating segments in interim financial
reports issued to shareholders. It also establishes standards for related
disclosures about products and services, geographic areas and major customers.
SFAS No. 131 is effective for financial statements for periods beginning after
December 15, 1997. The Company will adopt SFAS No. 131 for its fiscal year
ending December 31, 1998, and is evaluating the effect of SFAS No. 131 on its
financial statements.

5. THE DISTRIBUTION

RELATED PARTY TRANSACTIONS

Certain officers and directors of the Company are also officers or
directors of NTL Incorporated ("NTL"). NTL intends to provide certain corporate
management, financial, legal and technical services to the Company. Amounts
charged to the Company by NTL will consist of salaries and direct costs where
identifiable and a fixed percentage of NTL's corporate overhead, which is
presently anticipated to be 30%. In the opinion of management, this proposed
method is reasonable. There were no significant efforts on behalf of

F-11
<PAGE> 76
CORECOMM LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED BALANCE SHEET -- (CONTINUED)

the Company made by NTL through March 31, 1998, therefore there were no amounts
charged to the Company by NTL.

The Company's relationship with CoreComm is expected to be governed by
agreements to be entered into in connection with the Distribution, including a
Distribution Agreement and a Tax Disaffiliation Agreement. The Distribution
Agreement will provide for, among other things, the amount of the Company's
common stock to be issued in the Distribution. The Tax Disaffiliation Agreement
will detail the respective obligations concerning various tax liabilities and
will provide for cooperation with respect to certain tax matters, the exchange
of information and the retention of records.

DESCRIPTION OF CORECOMM FUNDING OF THE COMPANY

Prior to the Distribution, CoreComm intends to make a capital contribution
to the Company of $150,000,000 in cash. CCPR Services, Inc. ("Services"), a
wholly-owned indirect subsidiary of CoreComm entered into a credit agreement
dated August 11, 1998, with The Chase Manhattan Bank and the other lenders party
thereto, for senior secured credit facilities in an aggregate amount of up to
$170,000,000. On August 11 and 12, 1998, Services drew down under the credit
agreement an aggregate of $155 million of which $150 million was transferred to
CoreComm.

STOCK OPTIONS

CoreComm has granted options to purchase shares of common stock to
officers, employees and directors. As of June 1, 1998, CoreComm had options to
purchase approximately 3,768,000 shares of common stock outstanding. In
connection with the Distribution, each holder of CoreComm stock options will
receive options to purchase shares of the Company's common stock on a
one-for-one basis. The Company will have a measurement date as defined in APB
Opinion No. 25, "Accounting for Stock Issued to Employees" as a result of the
grant of these options. The Company expects that, at the time of the
Distribution, in connection with the issuance of stock options to purchase the
Company's common stock to holders of options to purchase CoreComm's Common
Stock, the Company will record a one time charge of approximately $6,000,000 as
compensation expense.

F-12
<PAGE> 77

OCOM CORPORATION TELECOMS DIVISION

CONDENSED BALANCE SHEET
(UNAUDITED)
JUNE 1, 1998

<TABLE>
<S> <C>
ASSETS
Current assets
Accounts receivable-trade, less allowance for doubtful
accounts of $78,000.................................... $ 502,000
Inventory................................................. 60,000
Other..................................................... 247,000
----------
Total current asset......................................... 809,000
Fixed assets, net of accumulated depreciation of
$1,174,000................................................ 1,637,000
----------
$2,446,000
==========
LIABILITIES AND PARENT'S INVESTMENT
Current liabilities
Accounts payable.......................................... $ 37,000
Accrued expenses.......................................... 609,000
----------
Total current liabilities................................... 646,000
Parent's investment......................................... 1,800,000
----------
$2,446,000
==========
</TABLE>

See accompanying notes.
F-13
<PAGE> 78

OCOM CORPORATION TELECOMS DIVISION

CONDENSED STATEMENT OF OPERATIONS
(UNAUDITED)

<TABLE>
<CAPTION>
FOR THE PERIOD FROM
JANUARY 1, 1998 SIX MONTHS ENDED
TO JUNE 1, 1998 JUNE 30, 1997
------------------------- ----------------
<S> <C> <C>
REVENUES
Telecommunications..................................... $ 1,416,000 $ 1,961,000
Telephone equipment.................................... 36,000 --
----------- -----------
1,452,000 1,961,000
COSTS AND EXPENSES
Cost of telephone equipment sold....................... 28,000 --
Operating.............................................. 744,000 820,000
Selling, general and administrative.................... 3,205,000 2,450,000
Depreciation........................................... 255,000 129,000
Amortization........................................... 2,000 5,000
----------- -----------
4,234,000 3,404,000
----------- -----------
OPERATING (LOSS)....................................... (2,782,000) (1,443,000)
OTHER INCOME (EXPENSE)................................. -- (4,000)
----------- -----------
NET (LOSS)............................................. $(2,782,000) $(1,447,000)
=========== ===========
</TABLE>

See accompanying notes.
F-14
<PAGE> 79

OCOM CORPORATION TELECOMS DIVISION

CONDENSED STATEMENT OF PARENT'S INVESTMENT
(UNAUDITED)

<TABLE>
<S> <C>
BALANCE, JANUARY 1, 1998.................................... $ 321,000
Capital contributions..................................... 4,261,000
Net loss for the period from January 1, 1998 to June 1,
1998................................................... (2,782,000)
-----------
BALANCE, JUNE 1, 1998....................................... $ 1,800,000
===========
</TABLE>

See accompanying notes.
F-15
<PAGE> 80

OCOM CORPORATION TELECOMS DIVISION

CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)

<TABLE>
<CAPTION>
FOR THE PERIOD FROM SIX MONTHS ENDED
JANUARY 1, 1998 TO JUNE 1, 1998 JUNE 30, 1997
------------------------------- ----------------
<S> <C> <C>
OPERATING ACTIVITIES
Net (loss)......................................... $(2,782,000) $(1,447,000)
Adjustments to reconcile net (loss) to net cash
used in operating activities:
Depreciation and amortization.................... 257,000 134,000
Provision for losses on accounts receivable...... 92,000 --
Loss on disposal of fixed assets................. -- 4,000
Changes in operating assets and liabilities:
Accounts receivable........................... (262,000) 205,000
Inventory..................................... 20,000 --
Other current assets.......................... (199,000) (115,000)
Accounts payable.............................. (311,000) (113,000)
Accrued expenses.............................. (453,000) 18,000
----------- -----------
Net cash (used in) operating activities............ (3,638,000) (1,314,000)
INVESTING ACTIVITIES
Purchase of fixed assets........................... (623,000) (603,000)
Proceeds from disposals of fixed assets............ -- 4,000
----------- -----------
Net cash (used in) investing activities............ (623,000) (599,000)
FINANCING ACTIVITIES
Capital contributions from OCOM Corporation........ 4,261,000 1,913,000
----------- -----------
Net cash provided by financing activities.......... 4,261,000 1,913,000
----------- -----------
Net increase (decrease) in cash.................... $ -- $ --
=========== ===========
</TABLE>

See accompanying notes.
F-16
<PAGE> 81

OCOM CORPORATION TELECOMS DIVISION

NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1. BASIS OF PRESENTATION

OCOM Corporation Telecoms Division (the "Company") was a division of OCOM
Corporation ("OCOM") until its sale to a subsidiary of CoreComm as of June 1,
1998. OCOM is a wholly-owned subsidiary of NTL Incorporated ("NTL"). The
accompanying unaudited condensed financial statements include the financial
position and results of operations of the Company and are prepared on the basis
of historical cost from the accounting records of OCOM. The condensed financial
statements are presented as if the Company had operated as an independent, stand
alone entity for the periods presented.

The accompanying unaudited condensed financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the period from January 1, 1998 to June 1,
1998 are not necessarily indicative of the results that may be expected for the
year ending December 31, 1998. For further information, refer to the financial
statements and footnotes thereto for the year ended December 31, 1997 included
herein.

NOTE 2. RELATED PARTY TRANSACTIONS

The Company provides billing and software development services to other
subsidiaries of NTL and to affiliates of CoreComm Limited. Certain officers and
directors of OCOM are officers and directors of CoreComm Limited and NTL.
Beginning in 1997, the Company charges an amount in excess of its costs to
provide these services. The Company's general and administrative expenses were
reduced by $138,000 and zero in the period from January 1, 1998 to June 1, 1998
and in the six months ended June 30, 1997, respectively, as a result of these
charges.

F-17
<PAGE> 82

REPORT OF INDEPENDENT AUDITORS

Owner
OCOM Corporation Telecoms Division

We have audited the accompanying balance sheets of OCOM Corporation
Telecoms Division as of December 31, 1997 and 1996, and the related statements
of operations, parent's investment (deficiency) and cash flows for each of the
three years in the period ended December 31, 1997. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of OCOM Corporation Telecoms
Division at December 31, 1997 and 1996, and the results of its operations and
its cash flows for each of the three years in the period ended December 31,
1997, in conformity with generally accepted accounting principles.

ERNST & YOUNG LLP

Columbus, Ohio
April 24, 1998

F-18
<PAGE> 83

OCOM CORPORATION TELECOMS DIVISION

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1997 1996
---------- ----------
<S> <C> <C>
ASSETS
Current assets
Accounts receivable-trade, less allowance for doubtful
accounts of $46,000 (1997)............................. $ 332,000 $ 507,000
Inventory................................................. 80,000 --
Other..................................................... 48,000 127,000
---------- ----------
Total current assets........................................ 460,000 634,000
Fixed assets, net........................................... 1,269,000 270,000
Deferred costs, net of accumulated amortization of $107,000
(1997) and $96,000 (1996)................................. 2,000 13,000
---------- ----------
$1,731,000 $ 917,000
========== ==========
LIABILITIES AND PARENT'S INVESTMENT (DEFICIENCY)
Current liabilities
Accounts payable.......................................... $ 348,000 $ 179,000
Accrued expenses.......................................... 1,062,000 946,000
---------- ----------
Total current liabilities................................... 1,410,000 1,125,000
Parent's investment (deficiency)............................ 321,000 (208,000)
---------- ----------
$1,731,000 $ 917,000
========== ==========
</TABLE>

See accompanying notes.
F-19
<PAGE> 84

OCOM CORPORATION TELECOMS DIVISION
STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
REVENUES
Telecommunications.................................. $ 3,565,000 $ 5,103,000 $ 4,001,000
Telephone equipment................................. 14,000 -- --
----------- ----------- -----------
3,579,000 5,103,000 4,001,000
COSTS AND EXPENSES
Cost of telephone equipment sold.................... 20,000 -- --
Operating........................................... 1,561,000 3,065,000 2,478,000
Selling, general and administrative................. 5,934,000 3,119,000 5,798,000
Depreciation........................................ 428,000 138,000 126,000
Amortization........................................ 11,000 11,000 11,000
----------- ----------- -----------
7,954,000 6,333,000 8,413,000
----------- ----------- -----------
Operating (loss).................................... (4,375,000) (1,230,000) (4,412,000)
Other income (expense).............................. (4,000) 133,000 258,000
----------- ----------- -----------
NET (LOSS).......................................... $(4,379,000) $(1,097,000) $(4,154,000)
=========== =========== ===========
</TABLE>

See accompanying notes.
F-20
<PAGE> 85

OCOM CORPORATION TELECOMS DIVISION

STATEMENT OF PARENT'S INVESTMENT (DEFICIENCY)

<TABLE>
<S> <C>
BALANCE, JANUARY 1, 1995.................................... $ 353,000
Capital contributions..................................... 4,008,000
Net loss for the year ended December 31, 1995............. (4,154,000)
-----------
BALANCE, DECEMBER 31, 1995.................................. 207,000
Capital contributions..................................... 682,000
Net loss for the year ended December 31, 1996............. (1,097,000)
-----------
BALANCE, DECEMBER 31, 1996.................................. (208,000)
Capital contributions..................................... 4,908,000
Net loss for the year ended December 31, 1997............. (4,379,000)
-----------
BALANCE, DECEMBER 31, 1997.................................. $ 321,000
===========
</TABLE>

See accompanying notes.
F-21
<PAGE> 86

OCOM CORPORATION TELECOMS DIVISION

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net (loss).......................................... $(4,379,000) $(1,097,000) $(4,154,000)
Adjustments to reconcile net (loss) to net cash used
in operating activities:
Depreciation and amortization....................... 439,000 149,000 137,000
(Gain) loss on disposal of fixed assets............. 4,000 (1,000) (11,000)
Provision for losses on accounts receivable......... 46,000 -- --
Inventory reserve................................... 78,000 -- --
Changes in operating assets and liabilities:
Accounts receivable............................... 129,000 129,000 (204,000)
Inventory......................................... (158,000) -- --
Other current assets.............................. 79,000 7,000 (102,000)
Accounts payable.................................. 169,000 82,000 74,000
Accrued expenses.................................. 116,000 230,000 421,000
----------- ----------- -----------
Net cash (used in) operating activities............. (3,477,000) (501,000) (3,839,000)
INVESTING ACTIVITIES
Purchase of fixed assets............................ (1,435,000) (183,000) (180,000)
Proceeds from disposals of fixed assets............. 4,000 2,000 11,000
----------- ----------- -----------
Net cash (used in) investing activities............. (1,431,000) (181,000) (169,000)
FINANCING ACTIVITIES
Capital contributions from OCOM Corporation......... 4,908,000 682,000 4,008,000
----------- ----------- -----------
Net cash provided by financing activities........... 4,908,000 682,000 4,008,000
----------- ----------- -----------
Net increase (decrease) in cash..................... $ -- $ -- $ --
=========== =========== ===========
</TABLE>

See accompanying notes.
F-22
<PAGE> 87

OCOM CORPORATION TELECOMS DIVISION

NOTES TO FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION AND BUSINESS

OCOM Corporation Telecoms Division (the "Company") is a division of OCOM
Corporation ("OCOM"). OCOM is a wholly-owned subsidiary of NTL Incorporated
("NTL"). The Company provides long distance telephone service to cellular
telephone, residential and business customers, as well as calling card service
and cellular telephone service. The Company's customers are located throughout
the United States. The Company does not own its own facilities, instead it
purchases capacity on a wholesale basis and sells it at retail rates to end
users. In 1998, the Company commenced offering local exchange telephone service
in portions of Ohio to residential and business customers through a resale
arrangement with the incumbent local exchange company.

Since a substantial portion of the Company's revenues are derived from long
distance service provided to cellular telephone users, the Company's business is
currently dependent on the trends in the use of cellular telephone service.
Competition continues to increase in the long distance, local and cellular (or
wireless) telecommunications markets. Increased competition has resulted in
pricing pressure, which contributes to lower revenues per customer and higher
customer acquisition costs.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying financial statements include the financial position and
results of operations of the Company and are prepared on the basis of historical
cost from the accounting records of OCOM. The financial statements are presented
as if the Company had operated as an independent, stand alone entity for the
periods presented.

USE OF ESTIMATES

FINANCIAL INSTRUMENTS

The carrying value of all financial instruments, including accounts
receivable-trade and current liabilities, approximates their fair value due to
the short maturity of the respective instruments.

INVENTORY

Inventory is stated at the lower of cost or market. Cost is determined by
specific identification or the first-in, first-out method.

FIXED ASSETS

Fixed assets are stated at cost. Depreciation is computed by the
straight-line method over the estimated useful lives of the assets. Estimated
useful lives are as follows: office furniture -- 5 years, cellular
telephones -- 2 or 3 years, and all other fixed assets -- 3 years.

DEFERRED COSTS

One-time charges from telephone companies upon the commencement of resale
service were deferred and are amortized on a straight-line basis over
approximately ten years.

F-23
<PAGE> 88
OCOM CORPORATION TELECOMS DIVISION

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

LONG-LIVED ASSETS

INCOME TAXES

The Company has not recorded an income tax benefit in the periods presented
because there was no tax sharing arrangement between the Company and OCOM or NTL
during the periods. The Company is not a legal entity, therefore it has not
recorded a deferred tax asset for its tax losses since it will not be able to
utilize them in the future.

REVENUE RECOGNITION

Telecommunications revenue is recognized at the time the service is
provided to the customer. Telephone equipment revenue is recorded when the
customer takes possession of the telephone or accessories.

ADVERTISING EXPENSE

The Company charges the cost of advertising to expense as incurred.
Advertising expense for the years ended December 31, 1997, 1996 and 1995 was
$127,000, $350,000 and $1,669,000, respectively.

NOTE 3. FIXED ASSETS

Fixed assets consist of:

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1997 1996
---------- ----------
<S> <C> <C>
Computer equipment.......................................... $1,640,000 $ 655,000
Office furniture............................................ 224,000 125,000
Leasehold improvements...................................... 160,000 73,000
Vehicles.................................................... 155,000 137,000
Cellular telephones......................................... 27,000 25,000
---------- ----------
2,206,000 1,015,000
Accumulated depreciation.................................... (937,000) (745,000)
---------- ----------
$1,269,000 $ 270,000
========== ==========
</TABLE>

F-24
<PAGE> 89
OCOM CORPORATION TELECOMS DIVISION

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 4. ACCRUED EXPENSES

Accrued expenses consist of:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1997 1996
---------- --------
<S> <C> <C>
Payroll and related......................................... $ 433,000 $231,000
Toll expense................................................ 66,000 116,000
Professional fees........................................... 204,000 273,000
Excise and sales taxes...................................... 108,000 9,000
Advertising................................................. 115,000 266,000
Other....................................................... 136,000 51,000
---------- --------
$1,062,000 $946,000
========== ========
</TABLE>

NOTE 5. RELATED PARTY TRANSACTIONS

The Company provides billing and software development services to other
subsidiaries of NTL and to subsidiaries of CoreComm Incorporated ("CoreComm").
Certain officers and directors of CoreComm are officers and directors of OCOM
and NTL. Beginning in 1997, the Company charges an amount in excess of its costs
to provide these services. The Company's general and administrative expenses
were reduced by $217,000 in 1997 as a result of these charges.

NOTE 6. 401(k) PLAN

The Company sponsors a 401(k) Plan in which all full-time employees who
have completed six months of employment and are 21 years of age may participate.
The Company's matching contribution is determined annually by the OCOM Board of
Directors. Participants may make salary deferral contributions of 1% to 15% of
their compensation not to exceed the maximum allowed by law. The Company's
expense for the years ended December 31, 1997, 1996 and 1995 was $126,000,
$46,000 and $32,000, respectively.

NOTE 7. COMMITMENTS

As of December 31, 1997, OCOM had leases for office space that expire in
1998. In 1998, OCOM entered into new leases for office space with terms that
expire in 2003. Total rent expense for the years ended December 31, 1997, 1996
and 1995 under operating leases was $131,000, $60,000 and $51,000, respectively.
Future minimum annual lease payments under noncancellable operating leases for
the leases entered into in 1998 are: $159,000 in 1998, $275,000 in 1999,
$283,000 in 2000, $291,000 in 2001, $302,000 in 2002 and $124,000 in 2003.

As of December 31, 1997, commitments for purchases of inventory, fixed
assets and services were $374,000.

NOTE 8. SUBSEQUENT EVENT (UNAUDITED)

As of June 1, 1998, the Company was sold to a subsidiary of CoreComm. The
financial statements do not give effect to the sale.

F-25
<PAGE> 90

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement, Amendment
No. 2, to be signed on its behalf by the undersigned, thereunto duly authorized.

CoreComm Limited

By: /s/ RICHARD J. LUBASCH

------------------------------------
Name: Richard J. Lubasch
Title: Senior Vice President &
General Counsel

August 31, 1998
<PAGE> 91

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
2.1* Form of Distribution Agreement, dated as of August 18, 1998,
between CoreComm Incorporated ("CoreComm") and the
Registrant.
3.1* Form of Memorandum of Association of the Registrant and
Certificate of Name Change.
3.2* Form of By-Laws of the Registrant.
4.1* Form of Common Stock Certificate.
4.2* Form of Rights Agreement between the Registrant and
Continental Stock Transfer & Trust Company, as Rights Agent.
10.1* Form of Tax Disaffiliation Agreement between CoreComm and
the Registrant.
10.2 Form of CoreComm Limited 1998 Stock Option Plan.
21.1* Subsidiaries of the Registrant.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Ernst & Young LLP, Independent Auditors.
27.1* Financial Data Schedule -- OCOM Corporation Telecoms
Division (predecessor) March 31, 1998.
27.2* Financial Data Schedule -- OCOM Corporation Telecoms
Division (predecessor) March 31, 1997.
27.3* Financial Data Schedule -- OCOM Corporation Telecoms
Division (predecessor) December 31, 1997.
27.4* Financial Data Schedule -- OCOM Corporation Telecoms
Division (predecessor) December 31, 1996.
27.5* Financial Data Schedule -- OCOM Corporation Telecoms
Division (predecessor) December 31, 1995.
27.6* Financial Data Schedule -- CoreComm Limited and Subsidiaries
March 31, 1998.
27.7* Financial Data Schedule -- OCOM Corporation Telecoms
Division (predecessor) June 01, 1998.
27.8* CoreComm Limited and Subsidiaries June 30, 1998.
</TABLE>

* Previously filed on August 19, 1998.

<PAGE> 1
EXHIBIT 10.2

CORECOMM LIMITED
1998 STOCK OPTION PLAN

1. PURPOSE; CONSTRUCTION.

This CoreComm Limited 1998 Stock Option Plan (the "Plan"), is intended
to encourage stock ownership by employees and non-employee directors of CoreComm
Limited (the "Corporation") and its divisions and subsidiary corporations and
other affiliates, so that they may acquire or increase their proprietary
interest in the Corporation, and to encourage such employees and directors who
are employees to remain in the employ of the Corporation or its affiliates and
to put forth maximum efforts for the success of the business. It is further
intended that options ("Options") granted by the Committee pursuant to Section 6
of this Plan shall constitute "incentive stock options" ("Incentive Stock
Options") within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended, and the regulations issued thereunder (the "Code"), and
options granted by the Committee pursuant to Section 7 of this Plan shall
constitute "nonqualified stock options" ("Nonqualified Stock Options").

2. DEFINITIONS.

As used in this Plan, the following words and phrases shall have the
meanings indicated:

(a) "DISABILITY" shall mean an Optionee's inability to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment that can be expected to result in death or that has lasted or
can be expected to last for a continuous period of not less than twelve (12)
months.

(b) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.

(c) "FAIR MARKET VALUE" per share as of a particular date shall mean
(i) if the shares of common stock, par value $.0l per share, of the Corporation
("Common Stock") are then traded on an over-the-counter market, the average of
the closing bid and asked prices for the shares of Common Stock in such
over-the-counter market for the last preceding date on which there was a sale of
such Common Stock in such market, (ii) if the shares of Common Stock are then
listed on the Nasdaq Stock Market's National Market or other national securities
exchange, the
<PAGE> 2
closing sales price per share on the date of grant or on the last preceding date
on which there was a sale of such Common Stock on such exchange, or (iii) if the
shares of Common Stock are not then traded in an over-the-counter market or
listed on Nasdaq or a national securities exchange, such value as the Committee
in its discretion may determine.

(d) "OPTIONEE" shall mean a person who has been granted an option under
the Plan.

(e) "PARENT CORPORATION" shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations ending with the employer
corporation if, at the time of granting an Option, each of the corporations
other than the employer corporation owns stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.

(f) "RULE 16b-3" shall mean Rule 16b-3 promulgated under Section 16 of
the Exchange Act (or any other comparable provisions in effect at the time or
times in question).

(g) "SUBSIDIARY CORPORATION" shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations beginning with the employer
corporation if, at the time of granting an Option, each of the corporations
other than the last corporation in the unbroken chain owns stock possessing
fifty percent (50%) or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.

(h) "TEN PERCENT STOCKHOLDER" shall mean an Optionee who, at the time
an Incentive Stock Option is granted, owns stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Corporation or of its Parent or Subsidiary Corporations.

3. ADMINISTRATION.

The Plan shall be administered by the Compensation and Option Committee
of the Corporation's Board of Directors or such other committee appointed either
by the Board of Directors of the Corporation (the "Board") or by such
Compensation and Option Committee (the "Committee"); provided, however, to the
extent determined necessary to satisfy the requirements for exemption from
Section 16(b) of the

2
<PAGE> 3
Exchange Act, with respect to the acquisition or disposition of securities
hereunder, action by the Committee may be by a subcommittee of a committee of
the Board composed solely of two or more "non-employee directors," within the
meaning of Rule 16b-3, appointed by the Board or by the Compensation and Option
Committee of the Board, or by a committee composed solely of two or more
"non-employee directors," within the meaning of Rule 16b-3, as a result of the
recusal of those members who do not qualify as non-employee directors; and,
provided further, to the extent determined necessary to satisfy the requirements
for the exception for qualified performance based compensation under Section
162(m) of the Code and the treasury regulations thereunder, action by the
Committee may be by a committee comprised solely of two or more "outside
directors," within the meaning of Section 162(m) of the Code and the treasury
regulations thereunder, appointed by the Board or by the Compensation and Option
Committee. Notwithstanding anything in the Plan to the contrary, and to the
extent determined to be necessary to satisfy an exemption under Rule 16b-3 with
respect to a grant hereunder (and, as applicable, with respect to the
disposition to the Corporation of a security hereunder), or as otherwise
determined advisable by the Committee, the terms of such grant and disposition
under the Plan shall be subject to the prior approval of the Board. Any prior
approval of the Board, as provided in the preceding sentence, shall not
otherwise limit or restrict the authority of the Committee to make grants under
the Plan, including, but not limited to, the authority of the Committee to make
grants qualifying for the performance-based compensation exception under Section
162(m) of the Code and the treasury regulations thereunder.

The Committee shall have the authority in its discretion, subject to
and not inconsistent with the express provisions of the Plan, to administer the
Plan and to exercise all the powers and authorities either specifically granted
to it under the Plan or necessary or advisable in the administration of the
Plan, including, without limitation, the authority to grant Options; to
determine which Options shall constitute Incentive Stock Options and which
Options shall constitute Nonqualified Stock Options; to determine the purchase
price of the shares of Common Stock covered by each Option (the "Option Price");
to determine the persons to whom, and the time or times at which, Options shall
be granted; to determine the number of shares to be covered by each Option; to
interpret the Plan; to prescribe, amend and rescind rules and regulations
relating to the Plan; to determine the terms and provisions of the Option
Agreements (which need not be identical) entered into in connection with Options
granted under the Plan; and to make all other determinations deemed necessary or
advisable for the administration of the Plan. The Committee may delegate to one
or more of its members or to one or more agents such administrative

3
<PAGE> 4
duties as it may deem advisable, and the Committee or any person to whom it has
delegated duties as aforesaid may employ one or more persons to render advice
with respect to any responsibility the Committee or such person may have under
the Plan.

The Board shall fill all vacancies, however caused, in the Committee.
The Board may from time to time appoint additional members to the Committee, and
may at any time remove one or more Committee members and substitute others. One
member of the Committee may be selected by the Board as chairman. The Committee
shall hold its meetings at such times and places as it shall deem advisable. All
determinations of the Committee shall be made by a majority of its members
either present in person or participating by conference telephone at any meeting
or by written consent. The Committee may appoint a secretary and make such rules
and regulations for the conduct of its business as it shall deem advisable, and
shall keep minutes of its meetings.

No member of the Board or Committee shall be liable for any action
taken or determination made in good faith with respect to the Plan or any Option
granted hereunder.

4. ELIGIBILITY.

Options may be granted (i) to employees (including, without limitation,
officers and directors who are employees) of the Corporation, its present or
future divisions, Subsidiary Corporations and Parent Corporations and (ii) in
the case of Nonqualified Stock Options, to non-employee directors of the
Corporation and to employees of an affiliated entity of the Corporation (an
"Affiliated Entity") which is designated by the Board to participate in the
Plan. In determining the persons to whom Options shall be granted and the number
of shares to be covered by each Option, the Committee shall take into account
the duties of the respective persons, their present and potential contributions
to the success of the Corporation and such other factors as the Committee shall
deem relevant in connection with accomplishing the purpose of the Plan. A person
to whom an option has been granted hereunder is sometimes referred to herein as
an "Optionee."

An Optionee shall be eligible to receive more than one grant of an
Option during the term of the Plan, but only on the terms and subject to the
restrictions hereinafter set forth.

4
<PAGE> 5
5. STOCK.

The stock subject to Options hereunder shall be shares of the
Corporation's Common Stock. Such shares may, in whole or in part, be authorized
but unissued shares or shares that shall have been or that may be reacquired by
the Corporation. The aggregate number of shares of Common Stock as to which
Options may be granted from time to time under the Plan shall not exceed [ ].
The limitation established by the preceding sentence shall be subject to
adjustment as provided in Section 8(j) hereof.

In the event that any outstanding Option under the Plan for any reason
expires or is cancelled, surrendered or otherwise terminated without having been
exercised in full, the shares of Common Stock allocable to the unexercised
portion of such Option shall (unless the Plan shall have been terminated) become
available for subsequent grants of Options under the Plan. Notwithstanding the
foregoing, the expiration, cancellation, surrender or termination of an Option,
to the extent consistent with Section 162(m) of the Code and the treasury
regulations thereunder, shall not be disregarded for purposes of applying the
individual limit on the maximum number of shares, as provided in Section 8(f),
that may be purchased in connection with Options granted under the Plan with
respect to any individual.

6. INCENTIVE STOCK OPTIONS.

Options granted pursuant to this Section 6 are intended to constitute
Incentive Stock Options and shall be subject to the following special terms and
conditions, in addition to the general terms and conditions specified in Section
8 hereof.

(a) VALUE OF SHARES. In no event may Incentive Stock Options be granted
to an Optionee to the extent that the aggregate Fair Market Value (determined as
of the date the Incentive Stock Option is granted) of the shares of Common Stock
with respect to which such Options granted under this Plan and all other option
plans of the Corporation and any Parent or Subsidiary Corporation which would
become exercisable for the first time by an Optionee during any calendar year
exceeds $100,000.

(b) TEN PERCENT STOCKHOLDER. In the case of an Incentive Stock Option
granted to a Ten Percent Stockholder, (i) the exercise price (the "Option
Price") of an Incentive Stock Option shall not be less than one hundred ten
percent

5
<PAGE> 6
(110%) of the Fair Market Value of the shares of Common Stock of the Corporation
on the date of grant of such Incentive Stock Option, and (ii) the exercise
period shall not exceed five (5) years from the date of grant of such Incentive
Stock Option.

7. NONQUALIFIED STOCK OPTIONS.

Options granted pursuant to this Section 7 are intended to constitute
Nonqualified Stock Options and shall be subject only to the general terms and
conditions specified in Section 8 hereof.

8. TERMS AND CONDITIONS OF OPTIONS.

Each Option granted pursuant to the Plan shall be evidenced by a
written Option agreement (an "Option Agreement") between the Corporation and the
Optionee, which agreement shall comply with and be subject to the following
terms and conditions:

(a) NUMBER OF SHARES. Each Option Agreement shall state the number of
shares of Common Stock to which the Option relates.

(b) TYPE OF OPTION. Each Option Agreement shall specifically identify
the portion, if any, of the Option which constitutes an Incentive Stock Option.

(c) OPTION PRICE. Each Option Agreement shall state the Option Price,
which, in the case of Incentive Stock Options, shall be not less than one
hundred percent (100%) of the Fair Market Value of the shares of Common Stock of
the Corporation on the date of grant of the Option, and which, in the case of
Nonqualified Stock Options, shall be the price determined by the Committee. The
Option Price shall be subject to adjustment as provided in Section 8(j) hereof.

(d) MEDIUM AND TIME OF PAYMENT. Options may be exercised in whole or in
part at any time during the option period by giving written notice of exercise
to the Corporation specifying the number of shares of Common Stock to be
purchased, accompanied by payment of the purchase price. Payment of the purchase
price shall be made in such manner as the Committee may provide in the Option
Agreement, which may include cash (including cash equivalents, such as by
certified or bank check payable to the Corporation), delivery of unrestricted
shares of Common Stock that have been owned by the Optionee or, as applicable, a
transferee (as

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<PAGE> 7
provided in Section 8(i)) for at least six months, any other manner permitted by
law as determined by the Committee, or any combination of the foregoing.

(e) TERM AND EXERCISE OF OPTIONS. Options shall be exercisable over the
exercise period as and at the times and upon the conditions that the Committee
may determine, as reflected in the Option Agreement; provided, however, that the
Committee shall have the authority to accelerate the exercisability of any
outstanding Option at such time and under such circumstances as it, in its sole
discretion, deems appropriate; and further provided, however, that such exercise
period shall not exceed ten (10) years from the date of grant of such Option.
The exercise period may be subject to earlier termination as provided in Section
8(g) and 8(h) hereof. An Option may be exercised, as to any or all full shares
of Common Stock as to which the Option has become exercisable, by giving written
notice of such exercise to the Committee or to such individuals) as the
Committee may from time to time designate.

(f) LIMITATION ON AWARDS. Grants of options under the Plan to any
individual in any calendar year shall be limited to Options to purchase no
greater than [ ] shares of Common Stock.

(g) TERMINATION. The Committee may provide that an option may not be
exercised unless the Optionee is then in the employ of the Corporation or a
division or any corporation which was at the time of grant of such Option, a
Subsidiary Corporation or Parent Corporation thereof (or a corporation or a
Parent or Subsidiary Corporation of such corporation issuing or assuming the
Option in a transaction to which Section 424(a) of the Code applies) or an
Affiliated Entity, and unless the Optionee has remained continuously so employed
since the date of grant of the Option. The Committee may further provide that,
in the event that the employment of such an Optionee shall terminate (other than
by reason of death, Disability or, in the case of Nonqualified Stock Options,
retirement), all Options granted to such Optionee or transferred by such
Optionee (as provided in Section 8(i)) that are exercisable at the time of such
termination may, unless earlier terminated in accordance with their terms, be
exercised within three (3) months after such termination; provided, however,
that if the employment of such an Optionee shall terminate for cause (as
determined by the Committee, in its good faith discretion), all Options
theretofore granted to such Optionee or transferred by such Optionee (as
provided in Section 8(i)) shall, to the extent not theretofore exercised,
terminate forthwith. Nothing in the Plan or in any Option granted pursuant
hereto shall confer upon an individual any right to continue in the employ of
the Corporation or any of

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<PAGE> 8
its divisions, Parent or Subsidiary Corporations or Affiliated Entities or
interfere in any way with the right of the Corporation or any such division,
Parent or Subsidiary Corporation or Affiliated Entity to terminate such
employment. An Option subject to the provisions of this Section 8(g) is referred
to herein as an "Employment Option."

(h) DEATH, DISABILITY OR RETIREMENT OF OPTIONEE. If an Optionee who has
been granted an Employment Option shall die while employed by the Corporation or
a division or any corporation which was, at the time of grant of such Employment
Option, a Subsidiary Corporation or Parent Corporation thereof (or a corporation
or a Parent or Subsidiary Corporation of such corporation issuing or assuming
the Employment Option in a transaction to which Section 424(a) of the Code
applies) or an Affiliated Entity, or within three (3) months after the
termination of such Optionee's employment, other than for cause, or if the
Optionee's employment shall terminate by reason of Disability (or, in the case
of Nonqualified Stock Options, retirement), all Employment Options theretofore
granted to such Optionee or transferred by such Optionee (as provided in Section
8(i)), to the extent otherwise exercisable at the time of death or termination
of employment, may, unless earlier terminated in accordance with their terms, be
exercised by the Optionee or by the Optionee's estate or by a person who
acquired the right to exercise such Employment Option by bequest or inheritance
or otherwise by reason of death or Disability of the Optionee or by a transferee
(as provided in Section 8(i)), at any time within one year after the date of
death, Disability or retirement of the Optionee.

(i) NONTRANSFERABILITY OF OPTIONS. Except as provided in this Section
8(i), no Option granted hereunder shall be transferable by the Optionee to whom
granted, other than by will or the laws of descent or distribution, and the
Option may be exercised during the lifetime of such Optionee only by the
Optionee or such Optionee's guardian or legal representative. To the extent the
Option Agreement so provides, and subject to such conditions as the Committee
may prescribe, an Optionee may, upon providing written notice to the General
Counsel of the Corporation, elect to transfer the Nonqualified Stock Option
granted to such Optionee pursuant to such agreement, without consideration
therefor, to members of his or her immediate family (as defined below), to a
trust or trusts maintained solely for the benefit of the Optionee and/or the
members of the Optionee and/or the members of his or her immediate family, or to
a partnership whose only partners are the Optionee and/or the members of his or
her immediate family. Any purported assignment, alienation, pledge, attachment,
sale, transfer, or encumbrance that does not qualify as a permissible transfer
under this Section 8(i) shall be void and unen-

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<PAGE> 9
forceable against the Plan and the Corporation. For purposes of this Section
8(i), the term "immediate family" shall mean, with respect to a particular
Optionee, the Optionee's spouse, children or grandchildren, and such other
persons as may be determined by the Committee. The terms of any such Option and
the Plan shall be binding upon a permissible transferee, and the beneficiaries,
heirs and successors of the Optionee and, as applicable, a permissible
transferee. Notwithstanding anything in the Plan to the contrary, the Committee
or Board may also provide that certain Options granted pursuant to the Plan
shall be fully and immediately transferable.

(j) EFFECT OF CERTAIN CHANGES.

(1) If there is any change in the number of shares of Common
Stock through the declaration of stock or cash dividends, or
recapitalization resulting in stock splits, or combinations or
exchanges of such shares or other corporate transactions affecting the
capitalization of the Corporation, the aggregate number of shares of
Common Stock available for Options, the aggregate number of shares of
Common Stock available for distribution under the Plan to any single
individual with respect to Options granted hereunder, the number of
such shares covered by outstanding Options, the number of shares set
forth in Section 8(f) hereof and the price per share of such Options
shall be proportionately adjusted by the Committee to reflect any
increase or decrease in the number of issued shares of Common Stock;
provided, however, that any fractional shares resulting from such
adjustment shall be eliminated. In the event of any other extraordinary
corporate transaction, including, but not limited to distributions of
cash or other property to the Corporation's shareholders, the Committee
may equitably adjust outstanding Options as it deems appropriate.

(2) In the event of the proposed dissolution or liquidation of
the Corporation, in the event of any corporate separation or division,
including, but not limited to, split-up, split-off or spin-off, or in
the event of a merger or consolidation of the Corporation with another
corporation, the Committee may provide that the holder of each Option
then exercisable shall have the right to exercise such Option (at its
then Option Price) solely for the kind and amount of shares of stock
and other securities, property, cash or any combination thereof
receivable upon such dissolution, liquidation, or corporate separation
or division, or merger or consolidation by a holder of the number of
shares of Common Stock for which such Option might have been exercised
immediately prior to such dissolution, liquidation, or corporate
separa-

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<PAGE> 10
tion or division, or merger or consolidation; or the Committee may
provide, in the alternative, that each Option granted under the Plan
shall terminate as of a date to be fixed by the Committee; provided,
however, that not less than thirty (30) days' written notice of the
date so fixed shall be given to each Optionee, who shall have the
right, during the period of thirty (30) days preceding such
termination, to exercise the Options (unless earlier terminated in
accordance with their terms) as to all or any part of the shares of
Common Stock covered thereby, including shares as to which such Options
would not otherwise be exercisable; provided, further, that failure to
provide such notice shall not invalidate or affect the action with
respect to which such notice was required.

(3) If while unexercised Options remain outstanding under the
Plan;

(i) any corporation, person or other entity (other
than the Corporation) makes a tender or exchange offer for
shares of the Common Stock pursuant to which purchases are
made ("Offer"), or

(ii) the stockholders of the Corporation approve a
definitive agreement to merge or consolidate the Corporation
with or into another corporation or to sell or otherwise
dispose of all or substantially all of its assets, or adopt a
plan of liquidation, or

(iii) the "beneficial ownership" (as defined in Rule
13d-3 under the Exchange Act) of securities representing more
than 15% of the combined voting power of the Corporation is
acquired by any "person" as defined in Sections 13(d) and
14(d) of the Exchange Act, or

(iv) during any period of two consecutive years,
individuals who at the beginning of such period were members
of the Board cease for any reason to constitute at least a
majority thereof (unless the election, or the nomination for
election by the Corporation's stockholders, of each new
director was approved by a vote of at least two-thirds of the
directors then still in office who were directors at the
beginning of such period),

then from and after the date of the first purchase of Common Stock
pursuant to such Offer, or the date of any such stockholder approval or
adoption, or the date on which public announcement of the acquisition
of such percentage

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<PAGE> 11
shall have been made, or the date on which the change in the
composition of the Board set forth above shall have occurred, whichever
is applicable (the applicable date being referred to hereinafter as the
"Acceleration Date"), all Options shall be exercisable in full, whether
or not otherwise exercisable. Following the Acceleration Date, the
Committee shall, in the case of a merger, consolidation or sale or
disposition of assets, promptly make an appropriate adjustment to the
number and class of shares of Common Stock available for Options, and
to the amount and kind of shares or other securities or property
receivable upon exercise of any outstanding Options after the effective
date of such transaction, and the price thereof.

(4) Paragraphs (2) and (3) of this Section 8(j) shall not
apply to a merger or consolidation in which the Company is the
surviving corporation and shares of Common Stock are not converted into
or exchanged for stock, securities of any other corporation, cash or
any other thing of value. Notwithstanding the preceding sentence, in
case of any consolidation or merger of another corporation into the
Corporation in which the Corporation is the surviving corporation and
in which there is a reclassification or change (including a change to
the right to receive cash or other property) of the shares of Common
Stock (other than a change in par value, or from par value to no par
value, or as a result of a subdivision or combination, but including
any change in such shares into two or more classes or series of
shares), the Committee may provide that the holder of each Option then
exercisable shall have the right to exercise such Option solely for the
kind and amount of shares of stock and other securities (including
those of any new direct or indirect parent of the Corporation),
property, cash or any combination thereof receivable upon such
reclassification, change, consolidation or merger by the holder of the
number of shares of Common Stock for which such Option might have been
exercised.

(5) In the event of a change in the Common Stock of the
Corporation as presently constituted, which is limited to a change of
all of its authorized shares with par value into the same number of
shares with a different par value or without par value, the shares
resulting from any such change shall be deemed to be the Common Stock
within the meaning of the Plan.

(6) To the extent that the foregoing adjustments relate to
stock or securities of the Corporation, such adjustments shall be made
by the Committee, whose determination in that respect shall be final,
binding and conclu-

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sive, provided that each Incentive Stock Option granted pursuant to
this Plan shall not be adjusted in a manner that causes such Option to
fail to continue to qualify as an Incentive Stock Option within the
meaning of Section 422 of the Code.

(7) Except as hereinbefore expressly provided in this Section
8(j), the Optionee shall have no rights by reason of any subdivision or
consolidation of shares of stock of any class or the payment of any
stock dividend or any other increase or decrease in the number of
shares of stock of any class or by reason of any dissolution,
liquidation, merger, or consolidation or spin-off of assets or stock of
another corporation; and any issue by the Corporation of shares of
stock of any class, or securities convertible into shares of stock of
any class, shall not affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common Stock
subject to the Option. The grant of an Option pursuant to the Plan
shall not affect in any way the right or power of the Corporation to
make adjustments, reclassifications, reorganizations or changes of its
capital or business structures or to merge or to consolidate or to
dissolve, liquidate or sell, or transfer all or part of its business or
assets.

(k) RIGHTS AS A STOCKHOLDER. An Optionee or a transferee of an Option
shall have no rights as a stockholder with respect to any shares covered by the
Option until the date of the issuance of a stock certificate to him for such
shares. No adjustment shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property) or distribution of other rights
for which the record date is prior to the date such stock certificate is issued,
except as provided in Section 8(j) hereof.

(l) OTHER PROVISIONS. The Option Agreements authorized under the Plan
shall contain such other provisions, including, without limitation, (i) the
imposition of restrictions upon the exercise of an Option, and (ii) in the case
of an Incentive Stock Option, the inclusion of any condition not inconsistent
with such Option qualifying as an Incentive Stock Option, as the Committee shall
deem advisable. Without limiting the generality of the foregoing, the Committee
shall have the power to grant options with renewable features as hereinafter
described. To the extent an Option with a renewable feature (an "Original
Option") subsequently is exercised (including exercise through delivery of (X)
previously acquired shares of Common Stock, (Y) cash, or (Z) shares acquired
through the exercise of such Original Option), the Optionee automatically will
be granted, at the time of such

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exercise, a new Option (the "Renewed Option") to purchase the number of shares
of Common Stock so delivered, provided, however, that no such Renewed Option
shall be granted if, at the time of exercise of the Original Option, either (a)
insufficient shares are available under the Plan to cover the grant of the
Renewed Option, or (b) fewer than eighteen months have elapsed since the date on
which CoreComm Incorporated ("CCI") distributed the Common Stock to the
shareholders of CCI. Each Renewed Option will be exercisable upon substantially
the same terms and conditions as the Original Option to which it relates, except
that (A) the per share exercise price of the Renewed Option shall be 105% of the
Fair Market Value of the Common Stock on the date of exercise of the Original
Option, and (B) the Renewed Option shall not itself have renewable features.
Notwithstanding the foregoing, the Committee shall have full authority to alter
the terms of any Renewed Option at the time of exercise of the Original Option
to which it relates.

9. AGREEMENT BY OPTIONEE REGARDING WITHHOLDING TAXES.

If the Committee shall so require, as a condition of exercise, each
Optionee shall agree that;

(a) no later than the date of exercise of any Option granted hereunder,
the Optionee will pay to the Corporation or make arrangements satisfactory to
the Committee regarding payment of any federal, state or local taxes of any kind
required by law to be withheld upon the exercise of such Option, and

(b) the Corporation shall, to the extent permitted or required by law,
have the right to deduct federal, state and local taxes of any kind required by
law to be withheld upon the exercise of such Option from any payment of any kind
otherwise due to the Optionee.

10. TERM OF PLAN.

Options may be granted pursuant to the Plan from time to time within a
period of ten (10) years from the date the Plan is adopted by the Board.

11. AMENDMENT AND TERMINATION OF THE PLAN.

The Board at any time and from time to time may suspend, terminate,
modify or amend the Plan; provided, however, that no amendment that requires
stockholder approval under applicable law, under the rules or regulations of any
securities

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<PAGE> 14
exchange or regulatory agency, or in order for the Plan to continue to comply
with Rule 16b-3 or, if applicable, to comply with the exception for qualified
performance-based compensation under Code Section 162(m), or in order for
Options intended to constitute Incentive Stock Options to satisfy the
requirements of Section 422 of the Code shall be effective unless the same shall
be approved by the requisite vote of the stockholders of the Corporation. Except
as provided in Section 8 hereof, no suspension, termination, modification or
amendment of the Plan may adversely affect any Option previously granted, unless
the written consent of the Optionee or, as applicable, a transferee, is
obtained.

12. INTERPRETATION.

The Plan is designed and intended to comply with Rule 16b-3 and, to the
extent applicable, Sections 162(m) and 422 of the Code, and all provisions
hereof shall be construed in a manner to so comply.

13. APPROVAL AND RATIFICATION BY STOCKHOLDERS.

The Plan shall take effect as set forth in Section 16 upon its adoption
by the Board of Directors, but shall be subject to its approval and ratification
by the holders of a majority of the issued and outstanding shares of Common
Stock of the Corporation, which approval and ratification must occur within
twelve months after the date that the Plan is adopted by the Board.

14. EFFECT OF HEADINGS.

The section and subsection headings contained herein are for
convenience only and shall not affect the construction hereof.

15. GOVERNING LAW.

The Plan shall be governed by the laws of the State of Delaware.

16. EFFECTIVE DATE OF PLAN.

The effective date of the Plan is the date the Plan is adopted by the
Board.

<PAGE> 1

EXHIBIT 23.1

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the captions "Independent
Auditors" and "Selected Financial Data" and to the use of our report dated April
24, 1998 with respect to the financial statements of OCOM Corporation Telecoms
Division appearing in this Information Statement.

ERNST & YOUNG, LLP

Columbus, Ohio
August 31, 1998

<PAGE> 1

EXHIBIT 23.2

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the captions "Independent
Auditors" and "Selected Financial Data" and to the use of our report dated June
2, 1998 with respect to the balance sheet of CoreComm Limited appearing in this
Information Statement.

ERNST & YOUNG, LLP

New York, New York
August 31, 1998