UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CORECOMM LIMITED
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class and Securities)
G2422R109
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(CUSIP Number)
Richard J. Lubasch
Senior Vice President, General Counsel and Secretary
110 East 59th Street, 26th Floor, New York, NY 10022
(212) 906-8440
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 27, 1999
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(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Section
240.13d-7 for other parties to whom copies are to be sent.
SCHEDULE 13D
CUSIP No. G2422R109
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
George S. Blumenthal
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (X)
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO, PF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
Not applicable
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7. SOLE VOTING POWER
NUMBER OF 2,563,205
SHARES _____________________________________
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY None
EACH _____________________________________
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 2,563,205
WITH _____________________________________
10. SHARED DISPOSITIVE POWER
None
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,563,205
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.4%*
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14. TYPE OF REPORTING PERSON
IN
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* Calculated by dividing the Aggregate Amount in Row 11 by the sum of the
(i) total number of outstanding shares of Common Stock of the Issuer and
(ii) total number of shares of Common Stock of the Issuer represented by
options beneficially owned by the Reporting Person which are presently
exercisable or will become so within 60 days.
Item 1. Security and Issuer
This Schedule 13D relates to the Common Stock, par value $0.01
per share, of CoreComm Limited, a Bermuda company (the "Issuer"). The
address of the principal executive office of the Issuer is Cedar House,
41 Cedar Avenue, Hamilton, Bermuda HM12.
Item 2. Identity and Background
(a) George S. Blumenthal
(b) Business: 110 East 59th Street, 26th Floor, New York, NY
10022
(c) Mr. George S. Blumenthal is the Chairman of the Board of
Directors and a Director of CoreComm Limited. Mr. Blumenthal is also the
Chairman of the Board of Directors, Treasurer and a Director of NTL
Incorporated, a Delaware corporation. The principal business address of
NTL Incorporated is 110 East 59th Street, New York, NY 10022.
(d) & (e) Not applicable
(f) United States of America
Item 3. Source and Amount of Funds or Other Considerations
On September 2, 1998, CoreComm Incorporated (which since has
been acquired by SBC Telecommunications, Inc.) distributed to its
shareholders all of the common stock of its wholly owned subsidiary,
CoreComm Limited (the "Spin-off"). Mr. Blumenthal received 327,260 shares
of Common Stock of the Issuer (as adjusted for the 3-for-2 stock split on
September 2, 1999 and the 3-for-2 stock split on February 4, 2000) as a
result of this Spin-off. Subsequently, Mr. Blumenthal purchased shares of
Common Stock of the Issuer and exercised options for Common Stock of the
Issuer in the following transactions:
<TABLE>
<CAPTION>
Shares of Price Total Beneficial
Date Description Common Stock* per Share* Price Paid Ownership
(Aggregate Total)*
<S> <C> <C> <C> <C> <C>
9/2/98 Spin-off 327,260 - - 327,260
9/2/98 Purchase 45,000 $5.56 $250,000 372,260
9/25/98 Purchase 22,500 $5.06 $113,750 394,760
4/27/99 Option exercise 1,065,270 $2.35 $2,507,771 1,460,030
4/27/99 Option exercise 163,133 $2.35 $384,031 1,623,163
4/27/99 Option exercise 151,707 $2.35 $357,137 1,774,870
8/13/99 Gift (11,684) - - 1,763,186
9/2/99 Stock split - - - 1,763,186
2/4/00 Stock split - - - 1,763,186
* All amounts are adjusted for the 3-for-2 stock split on September 2, 1999
and the 3-for-2 stock split on February 4, 2000.
</TABLE>
As of February 14, 2000, Mr. Blumenthal is the beneficial owner of
1,763,186 shares of Common Stock of the Issuer. The source of funds used
in making the purchases of the shares of Common Stock of the Issuer and
exercising the options of the Issuer listed above was the personal funds
of Mr. Blumenthal.
Mr. Blumenthal is also the beneficial owner of Non-qualified and
Incentive stock options. As of February 14, 2000, Mr. Blumenthal's options
which are either presently exercisable or will become exercisable within
60 days ("presently exercisable options") can be exercised into 800,019
shares of Common Stock of the Issuer. Options beneficially owned by Mr.
Blumenthal became vested and/or exercisable on the following dates:
<TABLE>
<CAPTION>
Number Number Beneficially Owned
Date Grant Type Exercise Price* Outstanding* Vested* (Aggregate Total)*
<S> <C> <C> <C> <C> <C>
9/2/98 Non-Qualified $0.23 45,563 45,563 45,563
9/2/98 Non-Qualified $0.29 17,580 17,580 63,143
4/27/99 Incentive $21.00 23,805 9,522** 72,665
4/27/99 Non-Qualified $21.00 1,398,132 559,254** 631,919
4/27/99 Incentive $21.00 23,805 9,522** 641,441
4/27/99 Non-Qualified $21.00 193,946 77,578** 719,019
4/27/99 Incentive $21.00 23,805 9,522** 728,541
4/27/99 Non-Qualified $21.00 178,695 71,478** 800,019
* All amounts are adjusted for the 3-for-2 stock split on September 2, 1999
and the 3-for-2 stock split on February 4, 2000.
** Of the total number of options granted, 20% are exercisable immediately
on the grant date and an additional 20% become exercisable on each January
1st thereafter.
</TABLE>
Item 4. Purpose of Transaction
(a) - (j) Not applicable
Mr. Blumenthal's purchase of the shares of Common Stock of the
Issuer was for personal investment purposes only. The granting of options
to Mr. Blumenthal was for the compensation of Mr. Blumenthal's services as
the Issuer's Chairman of the Board of Directors and Director.
Item 5. Interest in Securities of the Issuer
(a) Mr. Blumenthal is the beneficial owner of 1,763,186 shares
of Common Stock of the Issuer and of presently exercisable options which
can be exercised into 800,019 shares of Common Stock of the Issuer. In
total, Mr. Blumenthal is the beneficial owner of 2,563,205 shares of
Common Stock of the Issuer. Since the number of outstanding Common Stock
of the Issuer is 38,950,068 as of February 14, 2000, Mr. Blumenthal
beneficially owns approximately 6.4% of the outstanding shares of Common
Stock of the Issuer. This percentage figure is calculated by dividing the
total number of shares of Common Stock of the Issuer beneficially owned by
Mr. Blumenthal by the sum of (i) the total number of outstanding shares of
Common Stock of the Issuer on February 14, 2000 and (ii) the total number
of shares of Common Stock of the Issuer represented by presently
exercisable options of Mr. Blumenthal.
(b) Mr. Blumenthal has the sole power to vote and the sole power
to dispose all of the 2,563,205 shares of Common Stock of the Issuer that
he beneficially owns.
(c) The information set forth in Item 3 is incorporated herein
by reference. Of the 2,563,205 shares of Common Stock of the Issuer that
Mr. Blumenthal beneficially owns: (i) 4,455 shares of Common Stock of the
Issuer are owned by trusts for the benefit of Mr. Blumenthal's children,
(ii) 6,750 shares of Common Stock of the Issuer are owned by Mr.
Blumenthal's wife, as to which Mr. Blumenthal disclaims beneficial
ownership, and (iii) 584,840 shares of Common Stock of the Issuer and
vested options of the Issuer exercisable into 168,100 shares of Common
Stock of the Issuer are held by Grantor Retained Annuity Trusts.
(d) Not applicable
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Not applicable
Item 7. Materials to be filed as Exhibits
None
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Dated: February 23, 2000
By: /s/ George S. Blumenthal
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George S. Blumenthal
