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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 4, 1999
REGISTRATION NO. 333-74801
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-4
AMENDMENT NO. 1
POST-EFFECTIVE
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CORECOMM LIMITED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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BERMUDA 4812 NOT APPLICABLE
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
INCORPORATION OR
ORGANIZATION)
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CEDAR HOUSE
41 CEDAR AVENUE
HAMILTON, HM 12
BERMUDA
(441) 295-2244
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
CORECOMM LIMITED
110 EAST 59(TH) STREET
NEW YORK, NEW YORK 10022
(212) 906-8485
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
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THOMAS H. KENNEDY RICHARD J. LUBASCH DOUGLAS J. BATES
SKADDEN, ARPS, SLATE, MEAGHER & CORECOMM LIMITED GALLOP, JOHNSON & NEUMAN, L.C.
FLOM LLP 110 EAST 59TH STREET INTERCO CORPORATE TOWER
919 THIRD AVENUE NEW YORK, NEW YORK 10022 101 SOUTH HANLEY
NEW YORK, NEW YORK 10022 (212) 906-8485 ST. LOUIS, MISSOURI 63105
(212) 735-3000 (314) 862-1200
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
Upon consummation of the merger described herein (the "merger").
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this form is filed to registered additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement number for the same offering. [ ] ________
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ] __________
THE REGISTRANT AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (the "Amendment") to the Registration
Statement on Form S-4 (Filed No. 333-74801) of CoreComm Limited (the
"Registration Statement") is being filed for the sole purpose of amending
certain exhibits previously filed with the Registration Statement. The following
consent of Ernst & Young LLP, originally filed as Exhibit 23.1 to CoreComm
Limited's Registration Statement of Form S-4, is hereby filed as amended to
correct the date of such consent. After giving effect to this Amendment, the
Registration Statement consists of the Registration Statement as filed with the
Commission at the time it became effective on May 4, 1999, as supplemented by
this Amendment.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 98 of the Bermuda Act provides, in general, that a corporation
shall have the power to indemnify a director or officer of a company in respect
of any loss or liability incurred by the director or officer in relation to any
negligence, default, breach of duty or breach of trust in relation to the
company except where the loss or liability arises due to the fraud or dishonesty
of the director or officer.
Section 98A of the Bermuda Act provides, in general, that a corporation
shall have the power to purchase and maintain insurance on behalf of any person
who is or was a director or officer of the corporation against any liability
asserted against the person in any such capacity, or arising out of the person's
negligence, default, breach of duty or breach of trust.
CoreComm's by-laws 148 and 149 (incorporated by reference herein) provide
for indemnification of directors, officers and other persons as follows:
148. Subject to the proviso below, every director, officer of CoreComm and
member of a committee constituted under by-law 104 and any resident
representative shall be indemnified out of the funds of the company
against all liabilities, loss, damage or expense (including but not
limited to liabilities under contract, tort and statute or any
applicable foreign law or regulation and all reasonable legal and
other costs and expenses properly payable) incurred or suffered by
him as such director, officer, committee member or resident
representative and the indemnity contained in this by-law shall
extend to any person acting as a director, officer, committee member
or resident representative in the reasonable belief that he has been
so appointed or elected notwithstanding any defect in such
appointment or election provided always that the indemnity contained
in this by-law shall not extend to any matter which would render it
void pursuant to the Bermuda Act.
149. Every director, officer, member of a committee duly constituted under
by-law 104 or resident representative of the company shall be
indemnified out of the funds of CoreComm against all liabilities
incurred by him as such director, officer, committee member or
resident representative in defending any proceedings, whether civil
or criminal, in which judgement is given in his favor, or in which he
is acquitted, or in connection with any application under the Bermuda
Act in which relief from liability is granted to him by the court.
By-law 152 of CoreComm's by-laws (incorporated by reference herein)
provides that:
152. Subject to the Bermuda Act, expenses incurred in defending any civil
or criminal action or proceeding for which indemnification is
required pursuant to by-laws 148 and 149 shall be paid by CoreComm in
advance of the final disposition of such action or proceeding upon
receipt of an undertaking by or on behalf of the indemnified party to
repay such amount if it shall ultimately be determined that the
indemnified party is not entitled to be indemnified pursuant to
by-laws 148 and 149 provided that no monies shall be paid hereunder
unless payment of the same shall be authorized in the specific case
upon a determination that indemnification of the director or officer
would be proper in
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the circumstances because he has met the standard of conduct which would entitle
him to the indemnification thereby provided and such determination shall be
made:
(a) by the board, by a majority vote at a meeting duly constituted by a
quorum of directors not party to the proceedings or matter with regard
to which the indemnification is or would be, claimed; or
(b) in the case such a meeting cannot be constituted by lack of a
disinterested quorum, by independent legal counsel in a written
opinion; or
(c) by a majority vote of the shareholders.
Each shareholder of the company, by virtue of its acquisition and
continued holding of a share, shall be deemed to have acknowledged and agreed
that the advances of funds may be made by CoreComm as aforesaid and when made by
CoreComm under this by-law 152 are made to meet expenditures incurred for the
purpose of enabling such director, officer, or member of a committee duly
constituted under by-law 104 in properly perform his or her duties as an officer
of CoreComm.
The directors and officers of the CoreComm are covered by a policy of
liability insurance.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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EXHIBIT DESCRIPTION
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+2.1 Agreement and Plan of Merger, dated as of February 17, 1999,
as amended as of May 3, 1999, by and among CoreComm Limited,
CoreComm Acquisition Sub, Inc. and MegsINet Inc. (included
as Annex A to the proxy statement-prospectus forming a part
of this Registration Statement and incorporated herein by
reference).
3.1 Memorandum of Association of CoreComm Limited.(1)
3.2 By-Laws of CoreComm Limited.(1)
4.1 Rights Agreement between CoreComm and Continental Stock
Transfer & Trust Company, as Rights Agent.(1)
4.2 Form of Common Stock Certificate.(1)
+5.1 Opinion of Appleby, Spurling & Kemp as to the legality of
the shares of CoreComm Limited common stock being registered
hereby.
+10.1 Form of Irrevocable Proxy (included in Annex B of this Form
S-4).
+10.2 Form of Shareholder Agreement.
23.1 Consent of Ernst & Young LLP.
+23.2 Consent of Appleby, Spurling & Kemp (included as part of its
opinion filed as Exhibit 5.1 and incorporated herein by
reference).
+23.3 Consent of Ernst & Young LLP.
+23.4 Consent of Deloitte & Touche LLP.
+23.5 Consent of KPMG LLP.
+99.1 Form of Proxy.
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(1) Incorporated by reference from CoreComm's Registration Statement on Form 10,
File No. 0-24521.
+ Previously filed on Form S-4 on May 4, 1999.
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ITEM 22. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) to respond to requests for information that is incorporated by
reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of
this Form S-4 under the Securities Act of 1933, within one business day
of receipt of any such request, and to send the incorporated documents
by first class mail or other equally prompt means, including
information contained in documents filed after the effective date of
the registration statement through the date of responding to such
request; and
(2) to supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved
therein, that was not the subject of and included in the registration
statement when it became effective.
Insofar as indemnification for liabilities under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described in Item 20 above,
or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore
unenforceable. If a claim of indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in a
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 registrant 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant 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 the 22nd day of March, 1999.
CoreComm Limited
By /s/ RICHARD J. LUBASCH
------------------------------------
Richard J. Lubasch
Senior Vice President --
General Counsel and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Richard J. Lubasch his true and lawful
attorneys-in-fact and agents 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 and to file the same with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1993, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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/s/ GEORGE S. BLUMENTHAL Chairman of the Board and March 22, 1999
--------------------------------------- Director
George S. Blumenthal
/s/ J. BARCLAY KNAPP President, Chief Executive March 22, 1999
--------------------------------------- and Financial Officer and
J. Barclay Knapp Director
/s/ PATTY J. FLYNT Principal Operating Officer March 22, 1999
---------------------------------------
Patty J. Flynt
/s/ GREGG GORELICK Principal Accounting Officer March 22, 1999
---------------------------------------
Gregg Gorelick
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SIGNATURE TITLE DATE
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/s/ TED. H. MCCOURTNEY Director March 22, 1999
---------------------------------------
Ted. H. McCourtney
/s/ SIDNEY R. KNAFEL Director March 22, 1999
---------------------------------------
Sidney R. Knafel
/s/ DEL MINTZ Director March 22, 1999
---------------------------------------
Del Mintz
/s/ ALAN J. PATRICOF Director March 22, 1999
---------------------------------------
Alan J. Patricof
/s/ WARREN POTASH Director March 22, 1999
---------------------------------------
Warren Potash
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-4) and related Prospectus of CoreComm Limited for
the registration of 1,682,726 shares of its common stock and to the
incorporation by reference therein of our reports dated February 26, 1998, with
respect to the consolidated financial statements and schedule of CoreComm
Limited and its predecessor OCOM Corporation Telecoms Division included in its
Annual Report (Form 10-K) for the year ended December 31, 1998, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
New York, New York
May 3, 1999
