SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) MAY 26, 1999
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CORECOMM LIMITED
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(Exact Name of Registrant as Specified in Charter)
Bermuda 0-24521 Not Applicable
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
Cedar House, 41 Cedar Ave., Hamilton, Bermuda HM 12
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code (441) 295-2244
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(Former Name or Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets
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On May 26, 1999 CoreComm Limited ("CoreComm") completed its previously
announced acquisition of MegsINet Inc., a national Internet network and regional
telecommunications provider. Separately, CoreComm also completed its previously
announced acquisition of certain assets of USN Communications, Inc.
MegsINet has constructed an integrated IP network consisting of
approximately 70 major-city nodes linked via a high capacity ATM network.
MegsINet has also launched the implementation of switched-based telephony access
incorporating IP telephony and DSL technologies along with its implementation
partners Nortel, Cisco and Ascend. CoreComm acquired substantially all of USN's
local exchange telecommunications resale business, which operates principally in
Illinois, Ohio, Michigan, Massachusetts and New York, but did not acquire USN's
wireless related assets.
CoreComm purchased 100% of MegsINet's stock for a total consideration of
approximately $16.8 million in cash plus approximately 1.5 million shares of
CoreComm common stock. CoreComm purchased USN's assets for a combination of: a
cash payment of approximately $26 million and warrants to purchase 250,000
shares of CoreComm common stock at a price of $30 and 100,000 shares at a price
of $50. In July 2000, a further payment may be due based on revenues from the
acquired assets during the six month period ending March 31, 2000.
Item 7. Financial Statements and Exhibits
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Financial statements and pro-forma financial information required by this
item will be filed no later than 60 days after the date hereof.
Exhibits
99.1 Press Release, issued May 26, 1999
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CORECOMM LIMITED
(Registrant)
By: /s/ Richard J. Lubasch
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Name: Richard J. Lubasch
Title: Senior Vice President-General
Counsel and Secretary
Dated: June 8, 1999
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EXHIBIT INDEX
Exhibit Page
99.1 Press Release, issued May 26, 1999
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
CORECOMM COMPLETES ACQUISITION OF MEGSINET INC. AND
COMPLETES PURCHASE OF USN ASSETS
New York, New York (May 26, 1999) - CoreComm Limited (NASDAQ:COMMF) has
completed its previously announced acquisition of MegsINet Inc., a fast-growing
national Internet network and regional telecommunications provider. Separately,
CoreComm also completed its previously announced acquisition of certain assets
of USN Communications, Inc.
These acquisitions mark the formation of CoreComm's "Smart Local Exchange
Carrier" (Smart LEC) strategy. CoreComm's network strategy combines some of the
latest communications technologies together with a unique implementation plan to
produce an extremely low cost, highly efficient delivery system for bundled
Internet access and local and long distance telephony.
MegsINet has constructed an integrated IP network consisting of approximately 70
major-city nodes linked via a high capacity ATM network. MegsINet has also
launched the implementation of switched-based telephony access incorporating IP
telephony and DSL technologies along with its implementation partners Nortel,
Cisco and Ascend. CoreComm acquired substantially all of USN's local exchange
telecommunications resale business, which operates principally in Illinois,
Ohio, Michigan, Massachusetts and New York, but did not acquire USN's wireless
related assets.
CoreComm purchased 100% of MegsINet's stock for a total consideration of
approximately $16.8 million in cash plus approximately 1.5 million shares of
CoreComm common stock. CoreComm purchased USN's assets for a combination of: a
cash payment of approximately $26 million and warrants to purchase 250,000
shares of CoreComm common stock at a price of $30 and 100,000 shares at a price
of $50. In July 2000, a further payment may be due based on revenues from the
acquired assets during the six month period ending March 31, 2000.
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For further information contact: Michael A. Peterson, Director - Corporate
Development, or Kathy Makrakis, Director - Investor Relations
