AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 25, 1999
REGISTRATION NO. 333-
=========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CORECOMM LIMITED
(Exact Name of Registrant as Specified in its Charter)
BERMUDA NOT APPLICABLE
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
CEDAR HOUSE, 41 CEDAR AVENUE, HAMILTON HM12, BERMUDA
(Address of Principal Executive Offices; Zip Code)
CORECOMM LIMITED 1998 STOCK OPTION PLAN
(Full Title of the Plan)
RICHARD J. LUBASCH, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
CORECOMM LIMITED
110 EAST 59TH STREET
NEW YORK, NEW YORK 10022
(212) 906-8440
(Name, Address and Telephone Number, Including Area Code,
of Agent For Service)
Copies to:
THOMAS H. KENNEDY, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum Amount Of
Title Of Securities Amount To Be Offering Price Aggregate Offering Registration
To Be Registered Registered (1) Per Share (2)(3) Price (3) Fee (4)
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 4,000,000 (5) $34.69 $138,760,000 $38,575.28
value $0.01 per share
(including Series A
Junior Participating
Preferred Stock
Purchase Rights) (6)
</TABLE>
------------------------
(1) This Registration Statement (this "Registration Statement") covers
shares of Common Stock of CoreComm Limited (the "Registrant") which
may be offered or sold from time to time pursuant to the CoreComm
Limited 1998 Stock Option Plan (the "Plan").
(2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the
Securities Act of 1933, as amended (the "Securities Act"), on the
basis of the average of the high and low sale prices for a share of
Common Stock on the Nasdaq Stock Market's National Market on March
23, 1999.
(3) Estimated solely for the purpose of calculating the registration fee.
(4) The registration fee has been calculated pursuant to Section 6(b) of
the Securities Act.
(5) Pursuant to Rule 416 this Registration Statement also covers such
indeterminable number of additional shares of Common Stock as may be
issuable pursuant to the antidilution provisions of the Plan.
(6) Prior to the occurrence of certain events, the Series A Junior
Participating Preferred Stock Purchase Rights (the "Rights") will
not be evidenced separately from the Common Stock. The value
attributable to the Rights, if any, is reflected in the value of
the Common Stock.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be filed with this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by the registrant,
CoreComm Limited, a Bermuda corporation (together with all of its
predecessor companies, the "Company") with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are incorporated by reference in
this Registration Statement as of their respective dates:
(a) The description of the common stock, par value $.01 per
share, of the Company (the "Common Stock") and the Series A
Junior Participating Preferred Stock Purchase Rights (the
"Rights") which are attached to shares of Common Stock set
forth under the caption "Description of Company's Securities
to be Registered" in the Registration Statement on Form 10/A
filed by the Company with the Commission on August 31, 1998
(file No. 0-24521).
(b) The Company's Annual Report on Form 10-K for the year ended
December 31, 1998, dated March 22, 1999, including the
audited consolidated balance sheet of the Company and its
subsidiaries as of December 31, 1998, and the related
consolidated statements of operations, shareholders' equity
and cash flows for the period April 1, 1998 (date operations
commenced) to December 31, 1998.
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1998, dated November 16, 1998.
(c) The Company's Current Reports on Form 8-K, dated February
17, 1999 and September 1, 1998.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities
registered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of
such documents. Any statement incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Set forth below is a description of certain provisions of the
Companies Act of 1981 of Bermuda (the "Companies Act"), the Company's
Memorandum of Association, as presently in effect, (the "Memorandum of
Association"), the Company's By-laws (the "By-laws") and the Plan, as such
provisions relate to the indemnification of the directors and officers of
the Company. This description is intended only as a summary and is
qualified in its entirety by reference to the applicable provisions of the
Companies Act, the Company's Memorandum of Association, the Company's By-
laws and the Plan, which are incorporated herein by reference.
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.
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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Company's Memorandum of Association and Certificate of
Name Change(1)
4.2 Company's By-laws(1)
4.3 Rights Agreement between the Company and Continental
Transfer & Trust Company, as Rights Agent(1)
4.4 Form of Common Stock Certificate(1)
4.5 CoreComm Limited 1998 Stock Option Plan(1)
4.6 CoreComm Ohio Limited 1999 Stock Option Plan(2)
5.1 Opinion of Appleby, Spurling & Kempe, special counsel to
the Company, regarding the legality of the Common Stock
covered by this Registration Statement
23.1 Consent of Ernst & Young LLP, independent certified public
accountants
23.2 Consent of Appleby, Spurling & Kempe (contained in the
opinion filed as Exhibit 5.1 hereto)
24 Powers of Attorney
__________________
(1) Incorporated by reference from the Company's Registration Statement on
Form 10, File No. 0-24521.
(2) Incorporated by reference from the Company's Annual Report on Form
10-K, File No. 0-24521.
ITEM 9. UNDERTAKINGS.
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed
by the Company with the Commission pursuant to Rule 424(b) under
the Securities Act if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in this Registration Statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those subparagraphs is contained in periodic reports
filed with or furnished to the Commission by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act, (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of New York, State of New York, on
this 24th day of March, 1999.
CORECOMM LIMITED
By: /s/ Richard J. Lubasch
-------------------------------
Richard J. Lubasch
Senior Vice President, General
Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
Name Title Date
* Chairman of the Board March 24, 1999
------------------------ and Director (Principal
George S. Blumenthal Executive Officer)
* President, Chief Executive March 24, 1999
------------------------ and Financial Officer and
J. Barclay Knapp Director (Principal
Financial Officer)
* Senior Vice President and March 24, 1999
----------------------- Chief Operating Officer
Patty J. Flynt (Principal Operating Officer)
* Vice President-Controller March 24, 1999
----------------------- and Treasurer (Principal
Gregg Gorelick Accounting Officer)
* Director March 24, 1999
-----------------------
Sidney R. Knafel
* Director March 24, 1999
-----------------------
Ted H. McCourtney
* Director March 24, 1999
-----------------------
Del Mintz
* Director March 24, 1999
-----------------------
Alan J. Patricof
* Director March 24, 1999
-----------------------
Warren Potash
* By: /s/ Richard J. Lubasch
--------------------------
Richard J. Lubasch
Attorney-in-Fact
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- ----------------------
4.1 Company's Memorandum of Association and Certificate of Name
Change(1)
4.2 Company's By-laws(1)
4.3 Rights Agreement between the Company and Continental Transfer
& Trust Company, as Rights Agent(1)
4.4 Form of Common Stock Certificate(1)
4.5 CoreComm Limited 1998 Stock Option Plan(1)
4.6 CoreComm Ohio Limited 1999 Stock Option Plan(2)
5.1 Opinion of Appleby, Spurling & Kempe, special counsel to the
Company, regarding the legality of the Common Stock covered
by this Registration Statement
23.1 Consent of Ernst & Young LLP, independent certified public
accountants
23.2 Consent of Appleby, Spurling & Kempe (contained in the
opinion filed as Exhibit 5.1 hereto)
24 Powers of Attorney
__________________
(1) Incorporated by reference from the Company's Registration
Statement on Form 10, File No. 0-24521.
(2) Incorporated by reference from the Company's Annual Report on Form
10-K, File No. 0-24521.
[Letterhead of Appleby, Spurling & Kempe]
HG/cm/120849.1
Direct Telephone: +441 298 3218
Direct Fax: +441 298 3353
Direct e-mail: [email protected]
24 March 1999
Securities and Exchange Commission
450 Fifth Avenue, N.W.
Washington, D.C. 20549
USA
Dear Sirs:
CORECOMM LIMITED (THE "COMPANY") - REGISTRATION STATEMENT ON FORM S-8
We have acted as legal counsel in Bermuda to the Company in connection with
(i) the Registration Statement on Form S-8 (the "Registration Statement")
which the Company is filing to register (a) 4,000,000 shares of its common
stock, par value $0.01 per share (the "Common Stock"), under the Securities
Act of 1933, as amended (the "Securities Act"), issuable under The CoreComm
Limited 1998 Stock Option Plan (the "Plan") and (ii) the Stockholder Rights
Agreement, dated as of August 18, 1998, between the Company and Continental
Stock Transfer & Trust Company, as Rights Agent (the "Rights Agreement"),
which provides for one right (the "Right") to purchase shares of the
Company's Series A Junior Participating Preferred Stock to be attached to
and issued with each share of Common Stock.
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K promulgated under the Securities Act.
In connection with this opinion, I have examined and am familiar with
originals or copies of (i) the Memorandum of Association and By-laws of the
Company, (ii) an officer's certificate and resolutions of the Board of
Directors of the Company relating to the Plan and the Rights Agreement
(collectively the "Resolutions"), (iii) the Registration Statement, (iv)
the Plan, (v) the Rights Agreement and (vi) such other documents as we
have deemed necessary or appropriate as a basis for the opinions set forth
below.
ASSUMPTIONS
In stating our opinion we have assumed:
(a) the authenticity, accuracy and completeness of all documents submitted
to us as originals and the conformity to authentic original documents
of all documents submitted to us as certified, conformed, notarized or
photostatic copies;
(b) the genuineness of all signatures on the documents we have reviewed;
(c) the authority, capacity and power of each of the persons other than
the Company, signing the documents which we have reviewed;
(d) that any factual statements made in any of the Registration Statement
and any of the exhibits thereto are true, accurate and complete in all
respects material to this opinion;
(e) that there are no provisions of the laws or regulations of any
jurisdiction other than Bermuda which would be contravened by the
adoption, execution or delivery of the Plan or the Rights Agreement or
which would have any implication in relation to the opinion expressed
herein and that, in so far as any obligation under, or action to be
taken under, the Plan or the Rights Agreement is required to be
performed or taken in any jurisdiction outside Bermuda, the
performance of such obligation or the taking of such action will
constitute a valid and binding obligation of each of the parties
thereto under the laws of that jurisdiction and will not be illegal by
virtue of the laws of that jurisdiction;
(f) that the Resolutions are in full force and effect and have not been
rescinded, either in whole or in part, accurately record the
resolutions passed by the Board of Directors of the Company in a
meeting which was duly convened and at which a duly constituted quorum
was present and voting throughout;
(g) that the Rights Agent has no express or constructive knowledge of any
circumstance whereby any Director of the Company, when the Board of
Directors of the Company passed the Resolutions, discharged his
fiduciary duty owed to the Company and acted honestly and in good
faith with a view to the best interests of the Company;
(h) that the Company has entered into its obligations under the Plan and
Rights Agreement in good faith for the purpose of carrying on its
business and that, at the time it did so, there were reasonable
grounds for believing that the transactions contemplated by the Plan
and Rights Agreement would benefit the Company.
OPINIONS
Based upon and subject to the foregoing, and to the reservations set out
below, we are of the opinion that:
1. The shares of Common Stock, when issued and paid for under the
circumstances contemplated by the Registration Statement, will be
validly issued, fully paid and nonassessable.
2. The Rights, when issued in accordance with the Rights Agreement, will
be validly issued.
RESERVATIONS
We have the following reservations:
(a) We express no opinion as to any law other than Bermuda law and none of
the opinions expressed herein relates to compliance with or matters
governed by the laws of any jurisdiction except Bermuda. This opinion
is limited to Bermuda law as applied by the Courts of Bermuda at the
date hereof.
(b) Any reference in this opinion to shares being "non-assessable" shall
mean, in relation to fully-paid shares of the company and subject to
any contrary provision in any agreement in writing between such
company and the holder of shares, that: no shareholder shall be
obliged to contribute further amounts to the capital of the company,
either in order to complete payment for their shares, to satisfy
claims of creditors of the company, or otherwise; and no shareholder
shall be bound by an alteration of the Memorandum of Association or
By-Laws of the company after the date on which he became a
shareholder, if and so far as the alteration requires him to take, or
subscribe for additional shares, or in any way increases his liability
to contribute to the share capital of, or otherwise to pay money to,
the company.
DISCLOSURE
This opinion is addressed to you in connection with the registration of
Common Stock and the associated Rights with the Securities and Exchange
Commission and is not to be made available to, or relied on by any other
person or entity, or for any other purpose, without our prior written
consent. We consent to the filing of this opinion as an exhibit to the
Registration Statement.
This opinion is governed by and is to be construed in accordance with
Bermuda law. It is given on the basis that it will not give rise to any
legal proceedings with respect thereto in any jurisdiction other than
Bermuda.
Yours faithfully
/s/ Appleby, Spurling & Kempe
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement of CoreComm Limited, for the registration of 4,000,000 shares of
its Common Stock (including Series A Junior Participating Preferred Stock
Purchase Rights) pertaining to the CoreComm Limited 1998 Stock Option Plan,
of our reports, dated February 26, 1999, with respect to the consolidated
financial statements and schedule of CoreComm Limited and its predecessor
OCOM Corporation Telecoms Division included in its Annual Report on Form
10-K for the year ended December 31, 1998, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
-------------------------------
ERNST & YOUNG LLP
New York, New York
March 24, 1999
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby
constitutes and appoints Richard J. Lubasch as his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8 relating to the
CoreComm Limited 1998 Stock Option Plan and to file the same, together with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and such other state and federal
government commissions and agencies as may be necessary, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, lawfully do or cause to be done by
virtue hereof.
/s/ George S. Blumenthal
------------------------------
George S. Blumenthal
March 24, 1999
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby
constitutes and appoints Richard J. Lubasch as his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8 relating to the
CoreComm Limited 1998 Stock Option Plan and to file the same, together with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and such other state and federal
government commissions and agencies as may be necessary, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, lawfully do or cause to be done by
virtue hereof.
/s/ J. Barclay Knapp
------------------------------
J. Barclay Knapp
March 24, 1999
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby
constitutes and appoints Richard J. Lubasch as his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8 relating to the
CoreComm Limited 1998 Stock Option Plan and to file the same, together with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and such other state and federal
government commissions and agencies as may be necessary, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, lawfully do or cause to be done by
virtue hereof.
/s/ Patty J. Flynt
------------------------------
Patty J. Flynt
March 24, 1999
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby
constitutes and appoints Richard J. Lubasch as his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8 relating to the
CoreComm Limited 1998 Stock Option Plan and to file the same, together with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and such other state and federal
government commissions and agencies as may be necessary, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, lawfully do or cause to be done by
virtue hereof.
/s/ Gregg Gorelick
------------------------------
Gregg Gorelick
March 24, 1999
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby
constitutes and appoints Richard J. Lubasch as his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8 relating to the
CoreComm Limited 1998 Stock Option Plan and to file the same, together with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and such other state and federal
government commissions and agencies as may be necessary, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, lawfully do or cause to be done by
virtue hereof.
/s/ Sidney R. Knafel
------------------------------
Sidney R. Knafel
March 24, 1999
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby
constitutes and appoints Richard J. Lubasch as his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8 relating to the
CoreComm Limited 1998 Stock Option Plan and to file the same, together with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and such other state and federal
government commissions and agencies as may be necessary, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, lawfully do or cause to be done by
virtue hereof.
/s/ Ted H. McCourtney
------------------------------
Ted H. McCourtney
March 24, 1999
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby
constitutes and appoints Richard J. Lubasch as his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8 relating to the
CoreComm Limited 1998 Stock Option Plan and to file the same, together with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and such other state and federal
government commissions and agencies as may be necessary, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, lawfully do or cause to be done by
virtue hereof.
/s/ Del Mintz
------------------------------
Del Mintz
March 24, 1999
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby
constitutes and appoints Richard J. Lubasch as his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8 relating to the
CoreComm Limited 1998 Stock Option Plan and to file the same, together with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and such other state and federal
government commissions and agencies as may be necessary, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, lawfully do or cause to be done by
virtue hereof.
/s/ Alan J. Patricof
------------------------------
Alan J. Patricof
March 24, 1999
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby
constitutes and appoints Richard J. Lubasch as his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8 relating to the
CoreComm Limited 1998 Stock Option Plan and to file the same, together with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and such other state and federal
government commissions and agencies as may be necessary, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, lawfully do or cause to be done by
virtue hereof.
/s/ Warren Potash
------------------------------
Warren Potash
March 24, 1999
