CORECOMM LTD
8-K, 2000-08-07
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>   1




                          SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    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) JULY 31, 2000
                                                        ------------------


                                CORECOMM LIMITED
                -------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


Bermuda                                0-24521                13-4068932
-------------------------------------------------------------------------------
(State or Other Jurisdiction        (Commission             (IRS Employer
  of Incorporation)                  File Number)            Identification No.)



Cedar House, 41 Cedar Avenue, Hamilton, Bermuda             HM 12
------------------------------------------------------------------------------
(Address of Principal Executive Offices)                   (Zip Code)


Registrant's Telephone Number, including area code (441) 295-2244
                                                  ----------------



           -----------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)
<PAGE>   2

Item 5.   Other Events.
-------   -------------

     On July 31, 2000,  CoreComm  Limited and ATX  Telecommunications  Services,
Inc.,  entered into an amendment  to the terms of their merger  agreement.  The
principle changes set forth in that amendment are as follows:

     -    The composition of the non-stock consideration payable to current ATX
          stockholders (a total of $150 million) was changed from permitting up
          to $70 million of that $150 million to be paid (at CoreComm's option)
          in the form of two-year senior notes bearing interest at an annual
          rate beginning at 8% and rising to 15.5% to permitting up to $110
          million of that $150 million to be paid (at CoreComm's option) in the
          form of three-year senior notes (the "Three-year Senior Notes")
          bearing interest at a fixed annual rate expected to be approximatley
          6.47%.

     -    The  principle  terms of the  Three-year  Senior Notes were amended to
          provide that post-merger CoreComm:

               (1)  may pay  interest in the form of  publicly-tradeable  common
                    stock;

               (2)  may  voluntarily  prepay the  Three-year  Senior  Notes at a
                    discount; and

               (3)  must use the proceeds of certain future  financings to repay
                    the Three-year Senior Notes.

     -    CoreComm has agreed to fund ATX's budgeted capital expense obligations
          after  July 31,  2000 and to  provide a letter of credit to ATX and to
          forgive those  advances and credit  enhancements  if the ATX merger is
          not completed under certain circumstances.

     -    Certain purchase price adjustments related to working capital
          calculations have been amended.

     -    Up to an  additional  $9 million of  Three-year  Senior  Notes will be
          issued to the current ATX stockholders if any Three-year  Senior Notes
          form part of the $150 million non-stock consideration.

     -    The form of registration rights agreement was amended.

     -    The principle terms of the  convertible  preferred stock were modified
          to provide for:

               (1)  an  escalating  dividend  rate rather than a fixed 3% annual
                    dividend rate in the event the  Three-year  Senior Notes are
                    issued and not repaid by certain times;

               (2)  a reduction in the conversion price if any Three-year Senior
                    Notes are issued; and

               (3)  a mechanism for adjusting the conversion  price based on the
                    amount of Three-year Senior Notes repaid as of the six-month
                    anniversary of the completion of the ATX merger.


Item 7.   Financial Statements and Exhibits.
-------   ----------------------------------

                  Exhibits

99.1            Amendment No. 3





<PAGE>   3
                                   SIGNATURES
                                   ----------


     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
                                ----------------------------
                                Name:   Richard J. Lubasch
                                Title:  Senior Vice President, General Counsel
                                         and Secretary



Dated:   August 3, 2000

<PAGE>   4
                                  EXHIBIT INDEX
                                  -------------


Exhibit                                                                  Page
-------                                                                  ----

99.1            Amendment No. 3

















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