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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
September 11, 2000
---------------------------------
(Date of earliest event reported)
CORECOMM LIMITED
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(Exact name of Registrant as specified in its charter)
Bermuda 0-24521 13-4068932
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(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
Cedar House, 41 Cedar House, Hamilton, Bermuda, HM 12
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(Address of principal executive offices, including zip code)
(441) 295-2244
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On September 11, 2000, CoreComm Limited and CoreComm Merger Sub,
Inc. entered into an amendment to their Amalgamation Agreement, dated April 10,
2000 to provide for the conversion of preferred stock in the amalgamation
contemplated by that agreement. This amendment is attached as an annex to the
supplement to CoreComm Limited's Definitive Proxy Statement described below.
On September 12, 2000, CoreComm Limited, ATX Telecommunications
Services, Inc. and the other parties to the Recapitalization Agreement and Plan
of Merger, originally executed on March 9, 2000 and amended on April 10, 2000,
July 10, 2000 and July 31, 2000, entered into an amendment to that
Recapitalization Agreement to provide for the conversion of preferred stock in
the merger contemplated by that agreement. This amendment is attached as an
annex to the supplement to CoreComm Limited's Definitive Proxy Statement
described below.
On September 12, 2000, CoreComm Limited supplemented its Definitive
Proxy Statement on Schedule 14A to describe the amendments described above. The
text of the supplemental material is set forth in the pages of this Current
Report that follow.
2
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[CORECOMM COMMUNICATIONS LOGO]
CORECOMM LIMITED
110 EAST 59TH STREET
NEW YORK, NEW YORK 10022
(212) 906-8485
September 12, 2000
Dear Shareholder:
We previously sent you a joint proxy statement and prospectus dated August
21, 2000 for a special meeting of shareholders of CoreComm Limited to be held at
10:00 a.m., local time, at the conference rooms on the concourse level at Paul,
Weiss, Rifkind, Wharton & Garrison, located at 1285 Avenue of the Americas, New
York, New York 10019, on September 22, 2000. As you know, the purposes of the
special meeting are:
1. To consider and approve the domestication merger proposal to make
CoreComm a domestic U.S. company and to approve and adopt the related
domestication merger agreement. (See page 134 of the August 21, 2000 proxy
statement.)
2. If the domestication merger proposal is approved, to consider,
approve and adopt the merger agreement among CoreComm, Voyager.net, Inc. and
other parties, under which Voyager will become a wholly-owned subsidiary of
CoreComm, and common stock of CoreComm (or its successor) will be issued in
addition to a cash payment to the current stockholders of Voyager. (See page
91 of the August 21, 2000 proxy statement.)
3. If the domestication merger proposal is approved, to consider,
approve and adopt the merger agreement among CoreComm, ATX
Telecommunications Services, Inc., all of the current ATX stockholders and
other parties. (See page 120 of the August 21, 2000 proxy statement.)
4. To consider and approve the proposal to increase the authorized share
capital of CoreComm to 200 million common shares and 5 million preferred
shares. (See page 135 of the August 21, 2000 proxy statement.) This proposal
will be considered only if neither the Voyager merger nor the ATX merger is
approved.
5. To transact any other business as may properly come before the
meeting and any adjournments of the meeting.
As we disclosed on page 20 of the August 21, 2000 proxy statement, we have
agreed to issue and sell $50 million of a new series of non-voting 8.5%
convertible preferred stock in a separate transaction. Because the issuance and
sale of this 8.5% convertible preferred stock is expected to close prior to the
completion of the domestication merger, the Voyager merger and the ATX merger,
CoreComm and the other parties to the merger agreements relating to the
domestication merger and the ATX merger have agreed to amend those merger
agreements to permit the conversion of shares of CoreComm preferred stock that
may be issued prior to the consummation of the domestication merger, into
substantially identical shares of preferred stock of the company that survives
each of the domestication merger and the ATX merger.
We are sending you this supplement to the August 21, 2000 proxy statement to
provide you with a copy of the amendment to the domestication merger agreement,
which is attached to this supplement as Annex S-A, a copy of the amendment to
the ATX merger agreement, which is attached to this supplement as Annex S-B, and
a description of the 8.5% convertible preferred stock. By voting your shares in
favor of the domestication merger, you will be voting in favor of the approval
and adoption of the domestication merger agreement as so amended. Similarly, by
voting in favor of the ATX merger, you will be voting for the approval and
adoption of the ATX merger agreement as so amended.
Please review carefully the entire joint proxy statement and prospectus as
well as this supplement. You should consider the matters discussed under "Risk
Factors" commencing on page 30 of the August 21, 2000 proxy statement before
voting.
If you have any questions prior to the special meeting or need further
assistance, please call our proxy solicitor, D.F. King & Co., Inc., at (800)
207-3155.
Thank you for your cooperation.
Very truly yours,
/s/ GEORGE S. BLUMENTHAL
George S. Blumenthal
Chairman of the Board
YOUR VOTE IS VERY IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY
(WHICH WAS ENCLOSED WITH YOUR COPY OF THE AUGUST 21, 2000 PROXY STATEMENT).
Neither the U.S. Securities and Exchange Commission nor any state securities
regulator has approved or disapproved the domestication merger, the Voyager
merger agreement, the ATX merger agreement or the increase in authorized share
capital, or the securities to be issued in the transactions or determined if the
August 21, 2000 proxy statement and prospectus and/or this supplement is
accurate or adequate. Any representation to the contrary is a criminal offense.
This supplement is dated September 12, 2000, and is first being mailed to
shareholders on September 13, 2000.
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VOYAGER.NET, INC.
4660 S. Hagadorn Road, Suite 320
East Lansing, MI 48823
(517) 324-8940
September 12, 2000
Dear Stockholder:
We previously sent you a joint proxy statement and prospectus dated August
21, 2000 for a special meeting of stockholders of Voyager.net, Inc. to be held
at 9:00 a.m., local time, on September 22, 2000 at the Second Floor Conference
Center of Goodwin, Procter & Hoar LLP, located at Exchange Place, 53 State
Street, Boston, Massachusetts 02109. As you know, at the special meeting, you
will be asked to consider and approve the merger agreement under which we will
merge with a subsidiary of CoreComm Limited. We are sending you this supplement
to the August 21, 2000 joint proxy statement and prospectus to provide you with
additional information concerning certain securities being issued by CoreComm in
order to finance the merger. The special meeting will be held as originally
scheduled on September 22, 2000.
As disclosed on page 20 of the August 21, 2000 joint proxy statement and
prospectus, in a separate transaction, CoreComm agreed to issue and sell $50
million of a new series of non-voting 8.5% convertible preferred stock. Because
the issuance and sale of this 8.5% convertible preferred stock is expected to
close prior to the completion of the domestication merger, the Voyager merger
and the ATX merger, the parties to each of the domestication merger agreement
and ATX merger agreement have agreed to amend those merger agreements to permit
the conversion of shares of CoreComm preferred stock that CoreComm may issue
prior to the consummation of the domestication merger, into substantially
identical shares of preferred stock of the company that survives each of the
domestication merger and the ATX merger.
We are sending you this supplement to provide you with a copy of the
amendment to the domestication merger agreement, which is attached to this
supplement as Annex S-A, a copy of the amendment to the ATX merger agreement,
which is attached to this supplement as Annex S-B and a description of the 8.5%
convertible preferred stock to be issued by CoreComm. These amendments will not
affect the merger consideration our stockholders will receive in our merger
transaction.
If you have any questions prior to the special meeting or need further
assistance, please contact: Voyager.net. Inc., Attention: Investor Relations
(517) 324-5887. YOUR VOTE IS VERY IMPORTANT. PLEASE COMPLETE, SIGN AND RETURN
YOUR PROXY.
Sincerely yours,
/s/ Christopher P. Torto
Christopher P. Torto
This supplement to the August 21, 2000 joint proxy statement and prospectus is
dated September 12, 2000 and is first being mailed to stockholders on September
13, 2000.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Introduction................................................ S-1
Questions and Answers About the Amendments............... S-1
The Amendments........................................... S-3
The Amendment to the Domestication Merger Agreement... S-3
The Amendment to the ATX Merger Agreement............. S-3
Description of the Capital Stock of Post-Merger
CoreComm............................................... S-3
General............................................... S-3
8.5% Convertible Preferred Stock...................... S-3
Annex S-A -- Amendment No. 1 to the Domestication Merger
Agreement
Annex S-B -- Amendment No. 4 to the ATX Merger Agreement
</TABLE>
i
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INTRODUCTION
EXCEPT AS DESCRIBED IN THIS SUPPLEMENT, THE INFORMATION WE PROVIDED YOU IN
THE AUGUST 21, 2000 PROXY STATEMENT THAT WE PREVIOUSLY MAILED TO YOU CONTINUES
TO APPLY. TO THE EXTENT INFORMATION IN THIS SUPPLEMENT DIFFERS FROM OR CONFLICTS
WITH INFORMATION CONTAINED IN THE AUGUST 21, 2000 PROXY STATEMENT, THIS
SUPPLEMENT SUPERSEDES AND REPLACES THE INFORMATION IN THE AUGUST 21, 2000 PROXY
STATEMENT. IF YOU ARE A CORECOMM SHAREHOLDER AND NEED ANOTHER COPY OF THE AUGUST
21, 2000 PROXY STATEMENT, PLEASE CALL CORECOMM'S PROXY SOLICITOR, D.F. KING &
CO., INC. AT (800) 207-3155. IF YOU ARE A VOYAGER STOCKHOLDER AND NEED ANOTHER
COPY OF THE AUGUST 21, 2000 PROXY STATEMENT, PLEASE CALL VOYAGER AT (517)
324-5887.
QUESTIONS AND ANSWERS ABOUT THE AMENDMENTS
Q: Why is it necessary to amend the agreements relating to the domestication
merger and the ATX merger?
A: THE DOMESTICATION MERGER
The domestication merger agreement is being amended in order to provide that
the shares of preferred stock that CoreComm may issue in advance of the
completion of the domestication merger will be converted, as a result of the
domestication merger, into substantially identical shares of preferred stock
of the Delaware corporation that will survive that merger.
THE ATX MERGER
The ATX merger agreement is similarly being amended in order to provide that
the shares of preferred stock that CoreComm may issue in advance of that
merger will be converted, as a result of the ATX merger, into substantially
identical shares of preferred stock of the corporation surviving the ATX
merger, which corporation is referred to as post-merger CoreComm.
Q: Do the amendments make any other changes to the terms of the transactions?
A: No. The amendments relate solely to the technical treatment of shares of
CoreComm preferred stock in the mergers.
Q: Will the amendments delay the special meeting of CoreComm shareholders or
Voyager stockholders?
A: No. We anticipate that the CoreComm special meeting and the Voyager special
meeting will each be held as originally scheduled on September 22, 2000.
Q: Will I need to vote separately on approving the amendments?
A: CoreComm Shareholders:
No. By voting in favor of the domestication merger, you will be deemed to be
voting in favor of the approval and adoption of the domestication merger
agreement, as amended. Similarly, by voting in favor of the ATX merger you
will be deemed to be voting in favor of the approval and adoption of the ATX
merger agreement, as amended.
S-1
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Voyager Stockholders:
No. The stockholders of Voyager are voting to approve the Voyager merger and
are not voting to approve and adopt the domestication merger agreement, as
amended, or the ATX merger agreement, as amended.
Q: If I have already completed and returned my proxy, do I need to complete and
return another proxy?
A: No. If you have already returned your proxy you do not need to take any
further action unless you wish to change your vote. See pages 86-87 of the
August 21, 2000 proxy statement for instructions on how you may revoke your
proxy.
Q: Whom should I call with questions?
A: If you are a CoreComm shareholder, please contact CoreComm's proxy solicitor,
D.F. King & Co., Inc., at (800) 207-3155.
If you are a Voyager stockholder, please contact James Militello of Voyager
at (517) 324-5887.
S-2
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THE AMENDMENTS
THE AMENDMENT TO THE DOMESTICATION MERGER AGREEMENT
The domestication merger agreement amendment is attached as Annex S-A and
incorporated into this supplement. You should carefully read the amendment,
together with the domestication agreement attached as Annex C to the August 21,
2000 proxy statement, in their entirety.
THE AMENDMENT TO THE MERGER AGREEMENT BETWEEN CORECOMM AND ATX
The ATX merger agreement amendment is attached as Annex S-B and
incorporated into this supplement. You should carefully read the amendment,
together with the ATX merger agreement as previously amended and attached as
Annex B to the August 21, 2000 proxy statement, in their entirety.
DESCRIPTION OF THE CAPITAL STOCK OF
POST-MERGER CORECOMM
GENERAL
Pages 209-218 of the August 21, 2000 proxy statement contain a general
description of the capital stock of post-merger CoreComm. Please note that on
page 214 of the August 21, 2000 proxy statement, the description of the shares
of convertible preferred stock of post-merger CoreComm to be issued to the
stockholders of ATX in connection with the ATX recapitalization incorrectly
states that dividends on these shares will be payable annually in arrears. IN
FACT, DIVIDENDS ON THOSE SHARES OF CONVERTIBLE PREFERRED STOCK WILL BE PAYABLE
QUARTERLY IN ARREARS.
In addition to the convertible preferred stock to be issued to the current
stockholders of ATX pursuant to the ATX merger agreement, post-merger CoreComm
is also expected to issue a second series of its preferred stock. As noted on
page 20 of the August 21, 2000 proxy statement, before completing the
domestication merger, CoreComm expects to issue $50 million of non-voting
convertible preferred stock which will pay dividends at a rate of 8.5% a year.
In the domestication merger, these shares will be converted into substantially
identical shares of preferred stock of the Delaware corporation surviving that
merger. In the ATX merger, those preferred shares of the Delaware corporation
will be converted into substantially identical shares of preferred stock of
post-merger CoreComm. As a result, following the ATX merger, post-merger
CoreComm is expected to have 50,000 shares of 8.5% convertible preferred stock
outstanding. The material terms of the 8.5% convertible preferred stock of
post-merger CoreComm are described below.
8.5% CONVERTIBLE PREFERRED STOCK
Dividends and Ranking. Each share of 8.5% convertible preferred stock
will entitle its holders to receive dividends out of funds of post-merger
CoreComm legally available for the payment of dividends prior to and in
preference to any declaration or payment of
S-3
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any dividend on any securities junior in dividend rights to the 8.5% convertible
preferred stock (other than dividends payable in the form of junior securities
or securities convertible into junior securities) and on a parity with any
securities that are designated to be on a parity with the 8.5% convertible
preferred stock. The shares of 8.5% convertible preferred stock will rank on a
parity with the shares of convertible preferred stock being issued to the ATX
stockholders as part of the recapitalization of ATX. Dividends are payable when
and as authorized and declared by the board of directors of post-merger CoreComm
out of funds legally available for dividend payments. Dividends on each share of
8.5% convertible preferred stock accrue at the yearly rate of 8.5% of the
liquidation value of $1,000 per share. Dividends on the 8.5% convertible
preferred stock are cumulative and are payable quarterly in arrears. Dividends
accrue whether or not they have been declared and whether or not there are
profits, surplus or other funds of post-merger CoreComm legally available for
the payment of dividends.
At the option of post-merger CoreComm, dividends may be paid in shares of
common stock of post-merger CoreComm or in additional shares of 8.5% convertible
preferred stock. If dividends are paid in shares of post-merger CoreComm common
stock, the amount of common stock to be paid will be calculated assuming the
common stock has a value equal to the volume weighted average sale price during
the prior 25 trading days immediately before the dividend payment record date,
and either the issuance of that common stock must be registered under the
Securities Act, or the resale of that common stock must be registered under the
Securities Act using a shelf registration statement.
Post-merger CoreComm may not pay any dividends on any junior securities,
other than dividends payable in the form of those junior securities, unless all
accrued and unpaid dividends required to be paid on the 8.5% convertible
preferred stock and any parity securities for all prior dividend periods have
been paid in full and sufficient funds have been set aside for the next
scheduled dividend payment date. Likewise, post-merger CoreComm may not redeem,
acquire or repurchase any junior securities, except as required to comply with
an employee incentive or benefit plan, unless it is current in its dividend
payments on the 8.5% convertible preferred stock and sufficient funds have been
set aside for the next scheduled dividend payment date.
Liquidation, Dissolution or Winding up. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of post-merger CoreComm, the
holders of outstanding shares of 8.5% convertible preferred stock will be
entitled to be paid out of the assets of post-merger CoreComm available for
distribution to its stockholders after payment of any liquidation values of any
securities senior in liquidation rights to the convertible preferred stock and
before any securities junior in liquidation rights to the convertible preferred
stock.
If, upon any liquidation, dissolution or winding up of post-merger
CoreComm, the remaining assets of post-merger CoreComm available for
distribution to its stockholders are insufficient to pay the holders of 8.5%
convertible preferred stock and all other classes or series of stock ranking
equal to it with respect to liquidation the full amount to which they are
entitled, the holders of 8.5% convertible preferred stock, together with
S-4
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holders of the equally-ranked preferred stock, will share ratably (based on
their relative liquidation values) in any distribution of the remaining assets
and funds of post-merger CoreComm.
Voting Rights. Except as otherwise provided below or as otherwise
provided by law, holders of 8.5% convertible preferred stock are not entitled to
vote on matters brought before the stockholders of post-merger CoreComm.
Post-merger CoreComm may not either alter, amend or repeal the preferences,
special rights or other powers or privileges of the 8.5% convertible preferred
stock, or create or increase the size of any class or series of securities
senior to the 8.5% convertible preferred stock, in either case, without the
written consent or affirmative vote of holders of at least 75% of the then
outstanding shares of 8.5% convertible preferred stock. Any amendment that
changes the dividend payable on the 8.5% convertible preferred stock, the
conversion price for the shares or the liquidation rights of the shares will
require the written consent or affirmative vote of at least 90% of the then
outstanding shares of 8.5% convertible preferred stock.
Mandatory Redemption. Post-merger CoreComm must redeem the 8.5%
convertible preferred stock on the tenth anniversary of the original date of
issuance, to the extent there are funds legally available for such payment. The
redemption price will be $1,000 per share, together with accrued and unpaid
dividends, payable either, at the option of post-merger CoreComm, in cash or in
shares of post-merger CoreComm common stock. If paid in shares of post-merger
CoreComm common stock, the redemption price will be calculated assuming the
common stock has a value equal to the volume weighted average sale price of the
post-merger CoreComm common stock during the 25 trading days immediately before
the redemption date. Any payment of the redemption price in cash also requires
the consent of the holder of the shares being redeemed.
Optional Redemption. Post-merger CoreComm may redeem the 8.5% convertible
preferred stock at a redemption price of $1,000 per share, together with accrued
and unpaid dividends, payable either, at the option of post-merger CoreComm, in
cash or in shares of common stock, or a combination of cash and shares of common
stock, during any of the periods specified below if, at any time, during that
period the 25-day volume weighted average sale price of the post-merger CoreComm
common stock exceeds the amounts indicated:
<TABLE>
<CAPTION>
PERIOD STOCK PRICE
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<S> <C>
Second anniversary of original issue date until day 150% of the
before third anniversary.......................... conversion price
Third anniversary of original issue date until day 200% of the
before fourth anniversary......................... conversion price
Fourth anniversary of original issue date until day 250% of the
before fifth anniversary.......................... conversion price
</TABLE>
S-5
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The conversion price is described in the section below entitled "Determination
of the Conversion Price."
In addition, the 8.5% convertible preferred stock may be redeemed by
post-merger CoreComm at any time following the fifth anniversary of the original
issue date at a redemption price of $1,010 per share, together with accrued and
unpaid dividends, payable either in cash or in shares of post-merger CoreComm
common stock, or a combination of cash and common stock.
If post-merger CoreComm elects to pay all or any portion of the redemption
price for shares of 8.5% convertible preferred stock in shares of common stock,
the shares of common stock will be valued based on the volume weighted average
sale price of the post-merger CoreComm common stock during the 25 trading days
immediately before the redemption date. Any payment of the redemption price in
cash also requires the consent of the holder of the shares being redeemed.
Conversion Rights. At any time, the holders of 8.5% convertible preferred
stock may convert the shares into the number of shares of post-merger CoreComm
common stock determined by dividing the liquidation value of the shares by a
number equal to the conversion price as of that time. Furthermore, in the event
of a change of control of post-merger CoreComm, the holders of the 8.5%
convertible preferred stock will have a one time option to convert the 8.5%
convertible preferred stock into common stock at a special conversion price
determined by dividing the liquidation price by the greater of (a) 66.67% of the
volume weighted average sale price of the CoreComm common stock for the 25
trading day period ending September 14, 2000, and (b) the price per share of
post-merger CoreComm common stock at which the change of control is occurring.
Each of the domestication merger, the ATX merger and the Voyager merger will not
be deemed to be a "change of control."
Determination of the Conversion Price. The conversion price for a
conversion made in the absence of a change of control is as follows:
- The 50,000 shares of 8.5% convertible preferred stock originally issued
will have an initial conversion price equal to the lesser of $16.50 and
the volume weighted average sale price of CoreComm common stock during
the 25 trading day period ending September 14, 2000.
- Any additional shares of 8.5% convertible preferred stock issued in
payment of any dividend on the shares of 8.5% convertible preferred stock
will have an initial conversion price equal to 120% of the volume
weighted average sale price of the post-merger CoreComm common stock for
the 25 trading day period ending immediately prior to the dividend
payment record date for the dividend in respect of which those additional
shares of 8.5% convertible preferred stock were issued.
Adjustments to Conversion Price. The conversion price is subject to
adjustments based on changes in capitalization of post-merger CoreComm common
stock such as stock splits, stock dividends, and the like. The conversion price
will also be adjusted if, among other things, post-merger CoreComm issues to
substantially all holders of post-
S-6
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merger CoreComm common stock any rights, options or warrants to subscribe for or
purchase shares of post-merger CoreComm common stock at a price below the then
current conversion price.
Registration Rights. The holders of the 8.5% convertible preferred stock
will be entitled to shelf registration rights with respect to the 8.5%
convertible preferred stock and its underlying common stock beginning on the
twelve-month anniversary of the date the 8.5% convertible preferred stock is
issued. The shelf registration is required to remain effective for a maximum of
five years. In the event that post-merger CoreComm is not able to effect or
maintain the effectiveness of the shelf registration, the holders of the 8.5%
convertible preferred stock will be entitled to demand and "piggy-back"
registration rights.
S-7
<PAGE> 13
ANNEX S-A
AMENDMENT TO AMALGAMATION AGREEMENT
This AMENDMENT TO AMALGAMATION AGREEMENT (the "Amendment") is made as of
September 11, 2000.
BETWEEN:
(1) CORECOMM LIMITED, a company incorporated under the laws of Bermuda
having its registered office at Cedar House, 41 Cedar Avenue, Hamilton, Bermuda
("CORECOMM"); and
(2) CORECOMM MERGER SUB, INC., a company incorporated under the laws of
Delaware having its registered office at 1013 Centre Road, City of Wilmington,
County of Dover, Delaware, USA ("CORECOMM MERGER SUB").
WHEREAS:
1. CoreComm was incorporated under the laws of Bermuda pursuant to the
Companies Act 1981, as evidenced by a Certificate of Incorporation dated 6 March
1998;
2. CoreComm Merger Sub was incorporated under the laws of Delaware on
April 7, 2000;
3. CoreComm and CoreComm Merger Sub agreed to amalgamate (the
"AMALGAMATION") and entered into the Amalgamation Agreement dated 10 April 2000
(the "AGREEMENT");
4. CoreComm and CoreComm Merger Sub wish to amend the Agreement as set
out herein; and
5. Capitalised terms used and not defined herein have the respective
meanings described to them in the Recapitalisation Agreement and Plan of Merger.
NOW THEREFORE THE PARTIES HAVE AGREED AS FOLLOWS:
1. Amendment to Clause 1.1
A new sub-clause 1.1(g) shall be inserted in Clause 1.1 (following sub-
clause (f)), with the existing sub-clauses (g) and (h) being renamed sub-
clauses (h) and (i) respectively, as follows:
""CORECOMM PREFERRED SHARES" means the issued and outstanding
preferred shares in the capital stock of CoreComm Limited as at the
Domestication Merger Effective Time;"
S-A-1
<PAGE> 14
2. Amendment to Clause 6.1
A new sub-clause 6.1.2 shall be inserted in Clause 6.1 (following sub-
clause 6.1.1), with the existing sub-clause 6.1.2 being re-numbered as sub-
clause 6.1.3, as follows:
"each CoreComm Preferred Share will be converted into one issued
and fully paid share of CoreComm Merger Sub Preferred Stock, with each
series of CoreComm Merger Sub Preferred Stock, to the extent consistent
with the Delaware General Corporation Law, having identical powers,
preferences, rights, qualifications, limitations and restrictions to
the series of CoreComm Preferred Shares which has been so converted;
and"
3. Amendment to Clause 6.2
Clause 6.2 of the Agreement is hereby amended in its entirety to read
as follows:
"At the Domestication Merger Effective Time or as soon as
practicable thereafter, the CoreComm Merger Sub Common Stock
Certificates and CoreComm Merger Sub Preferred Stock Certificates to be
issued to the shareholders of CoreComm shall be deposited with the
Exchange Agent who shall exchange them for Certificates of Common Stock
or Certificates of Preferred Stock, as the case may be, of ATX
Telecommunications Services Inc., par value $0.01 per share, if the ATX
Merger closes."
4. Amendment to Clause 6.3
Clause 6.3 of the Agreement is hereby amended in its entirety to read
as follows:
"The CoreComm Common Shares held by Dissenting Shareholders
together with each accompanying right to acquire one one-hundreth of a
share of CoreComm Series A Junior Participating Preferred Stock, shall
not be converted into shares of CoreComm Merger Sub Common Stock and
the CoreComm Preferred Shares held by Dissenting Shareholders shall not
be converted into CoreComm Merger Sub Preferred Stock, as provided in
Clauses 6.1.1 and 6.1.2, and shall be cancelled and converted into a
right to receive payment of fair value under the Act, provided that if
a Dissenting Shareholder withdraws his claim, fails to perfect,
effectively withdraws or otherwise loses any right to appraisal and
payment under the Act, such right to receive payment shall be deemed to
have been converted as of the Effective Date into a right to receive
shares of CoreComm Merger Sub in accordance with Clauses 6.1.1 and
6.1.2."
5. Governing Law
This Amendment shall be governed by and construed in accordance with
the laws of Bermuda and the parties hereto hereby irrevocably submit to the
non-exclusive jurisdiction of the Courts of Bermuda.
S-A-2
<PAGE> 15
IN WITNESS WHEREOF this Amendment has been duly executed by the parties
hereto under their respective seals as witnessed by the signatures of their
proper officers.
CORECOMM LIMITED
By: /s/ RICHARD J. LUBASCH
------------------------------------
Name: Richard J. Lubasch
Title: Senior Vice
President -- General Counsel
CORECOMM MERGER SUB, INC.
By: /s/ RICHARD J. LUBASCH
------------------------------------
Name: Richard J. Lubasch
Title: President
S-A-3
<PAGE> 16
ANNEX S-B
AMENDMENT NO. 4
TO
RECAPITALIZATION AGREEMENT
AND PLAN OF MERGER, ORIGINALLY EXECUTED ON
MARCH 9, 2000 AND AMENDED ON APRIL 10, 2000, JULY 10, 2000 AND JULY 31, 2000
BY AND AMONG
ATX TELECOMMUNICATIONS SERVICES, INC.
THOMAS GRAVINA, DEBRA BURUCHIAN
MICHAEL KARP, THE FLORENCE KARP TRUST,
CORECOMM LIMITED,
ATX MERGER SUB, INC.
AND
CORECOMM MERGER SUB, INC.
DATED SEPTEMBER 12, 2000
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<PAGE> 17
AMENDMENT NO. 4
TO
RECAPITALIZATION AGREEMENT AND PLAN OF MERGER
This Amendment No. 4 to the Recapitalization Agreement and Plan of Merger
(this "Amendment") is made and entered into September 12, 2000, by and between
ATX Telecommunications Services, Inc., Thomas Gravina, Debra Buruchian, Michael
Karp, The Florence Karp Trust, CoreComm Limited, ATX Merger Sub, Inc. and
CoreComm Merger Sub, Inc. All capitalized terms which are used but not otherwise
defined herein shall have meanings specified in the Agreement (as defined
below), and all amendments thereto.
WHEREAS, CoreComm, CoreComm Merger Sub, ATX, ATX Merger Sub and the ATX
Stockholders are parties to that certain Recapitalization Agreement and Plan of
Merger, dated March 9, 2000, as heretofore amended by Amendments dated April 10,
2000, July 10, 2000, and July 31, 2000 (the "Agreement"), pursuant to which ATX
and CoreComm have agreed to combine in order to advance the long-term business
interests of ATX and CoreComm; and
WHEREAS, the parties hereto desire to further amend the Agreement as set
forth herein;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements set forth herein and for other good and valuable consideration,
the receipt and adequacy of which is hereby acknowledged, the parties hereto
agree as follows:
1. Amendment to Section 1.1(d). Section 1.1(d) of the Agreement is
hereby amended in its entirety to read as follows:
(d) Immediately prior to the Merger, CoreComm shall
amalgamate and merge with and into CoreComm Merger Sub (the
"Domestication Merger"), subject to compliance with applicable
provisions of the Delaware General Corporation Law (the "DGCL")
and the laws of Bermuda. As a result of the Domestication
Merger, each issued and outstanding share of CoreComm Common
Stock shall become and represent one share of common stock, par
value $.01 per share ("CoreComm Merger Sub Common Stock"), of
CoreComm Merger Sub, each issued and outstanding share of
preferred stock of CoreComm (the "CoreComm Preferred Stock"),
shall become and represent one share of preferred stock, par
value $.01 per share ("CoreComm Merger Sub Preferred Stock"), of
CoreComm Merger Sub, it being understood and intended that, to
the extent consistent with the DGCL, the powers, preferences,
rights, qualifications, limitations and restrictions of the each
and every series of CoreComm Merger Sub Preferred Stock shall be
identical to, and shall mirror, the powers, preferences, rights,
qualifications, limitations and restrictions of the series of
CoreComm Preferred Stock which has been so converted, and the
independent existence of
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CoreComm shall cease. Prior to the consummation of the
Domestication Merger, CoreComm, as sole stockholder of CoreComm
Merger Sub, shall adopt this Agreement. Unless the context
otherwise requires, all references in this Agreement to CoreComm
shall be deemed to mean CoreComm prior to the consummation of
the Domestication Merger and CoreComm Merger Sub following the
consummation of the Domestication Merger, all references to
CoreComm Common Stock shall be deemed to mean the CoreComm
Common Stock prior to the consummation of the Domestication
Merger and CoreComm Merger Sub Common Stock after the
consummation of the Domestication Merger and all references to
CoreComm Preferred Stock shall be deemed to mean the CoreComm
Preferred Stock prior to the consummation of the Domestication
Merger and CoreComm Merger Sub Preferred Stock after the
consummation of the Domestication Merger.
2. Amendments to Section 1.3. (a) The section caption and introductory
language of Section 1.3 of the Agreement are hereby amended to read as follows:
1.3 Conversion of CoreComm Capital Stock. As of the
Effective Time, by virtue of the Merger and without any action
on the part of the holder of any shares of ATX capital stock or
CoreComm capital stock:
(b) A new subsection (d) is inserted at the end of Section 1.3
(following subsection (c) thereof) reading as follows:
(d) Each issued and outstanding share of any series of
CoreComm Merger Sub Preferred Stock shall be automatically and
without any action on the part of the holders thereof be
converted into one (1) fully paid and nonassessable share of a
series of preferred stock, par value $.01 per share, of ATX
having powers, preferences, rights, qualifications, limitations
and restrictions which are identical to and that mirror, the
powers, preferences, rights, qualifications, limitations and
restrictions of the series of CoreComm Merger Sub Preferred
Stock which have been so converted. When so converted at the
Effective Time, the shares of CoreComm Preferred Stock shall
cease to be outstanding and each certificate which theretofore
evidenced any such shares shall at the Effective Time evidence a
like number of shares of the series of ATX preferred stock into
which such shares of CoreComm Preferred Stock have been
converted.
3. Amendment to Section 4.3(b). Sections 4.3(b) of the Agreement is
hereby amended in its entirety to read as follows:
(b) Except (1) as reserved for future grants of options
under the CoreComm Stock Plans, (2) for shares of CoreComm
Preferred Stock, (3) as reserved for issuance upon conversion or
redemption of issued and outstanding shares of CoreComm
Preferred Stock or (4) as set forth on Section 4.3 of the
CoreComm Disclosure Schedule, (i) there are no
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equity securities of any class of CoreComm, or any security
exchangeable into or exercisable for such equity securities,
issued, reserved for issuance or outstanding; (ii) there are no
options, warrants, equity securities, calls, rights, commitments
or agreements of any character to which CoreComm is a party or
by which it is bound obligating CoreComm to issue, deliver or
sell, or cause to be issued, delivered or sold, additional
shares of equity securities of CoreComm or obligating to grant,
extend, accelerate the vesting of or enter into any such option,
warrant, equity security, call, right, commitment or agreement;
and (iii) there are no voting trusts, proxies or other voting
agreements or understandings with respect to the shares of
equity securities of CoreComm.
4. Amendment to Section 12.1. Section 12.1 is hereby amended to include
the following additional defined term cross-references:
<TABLE>
<CAPTION>
TERM SECTION
---- -------
<S> <C>
CoreComm Preferred Stock................................ 1.1
CoreComm Merger Sub Preferred Stock..................... 1.1
</TABLE>
5. Other Provisions Unchanged. Except as specifically amended hereby,
all other terms and conditions of the Agreement shall remain in full force and
effect. To the extent that the Agreement includes such terms as "herein,"
"hereto," "in this Agreement" and the like, such terms shall be interpreted to
refer to the Agreement, as modified by this Amendment.
6. Counterparts. This Amendment may be executed in separate
counterparts, each of which shall be an original and all of which taken together
shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Amendment on the date
first above written.
CORECOMM LIMITED
By: /s/ RICHARD J. LUBASCH
------------------------------------
Richard J. Lubasch
Senior Vice President -- General
Counsel
ATX TELECOMMUNICATIONS
SERVICES, INC.
By: /s/ MICHAEL KARP
------------------------------------
Michael Karp
Chief Executive Officer
CORECOMM MERGER SUB, INC.
By: /s/ RICHARD J. LUBASCH
------------------------------------
President
ATX MERGER SUB, INC.
By: /s/ MICHAEL KARP
------------------------------------
Michael Karp
Chief Executive Officer
Solely with respect to Articles 9, 11,
12 and 13 of the Recapitalization
Agreement and Plan of Merger, as
amended hereby
/s/ THOMAS GRAVINA
--------------------------------------
Thomas Gravina
/s/ DEBRA BURUCHIAN
--------------------------------------
Debra Buruchian
/s/ MICHAEL KARP
--------------------------------------
Michael Karp
THE FLORENCE KARP TRUST
By: /s/ LISA G. KAMINSKY
----------------------------------
Lisa G. Kaminsky, Trustee
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<PAGE> 21
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
2.1 Amendment, dated September 11, 2000, to
the Amalgamation Agreement, dated as of April 10,
2000, between CoreComm Limited and CoreComm Merger
Sub, Inc. (incorporated by reference to Annex S-A
to the Proxy Statement Supplement, which is set
forth in Item 5 of this Current Report).
2.2 Amendment No. 4, dated September 12, 2000,
to the Recapitalization Agreement and Plan of
Merger, originally executed on March 9, 2000 and
amended on April 10, 2000, July 10, 2000 and July
31, 2000, by and among ATX Telecommunications
Services, Inc., Thomas Gravina, Debra Buruchian,
Michael Karp, The Florence Karp Trust, CoreComm
Limited, ATX Merger Sub, Inc. and CoreComm Merger
Sub, Inc. (incorporated by reference to Annex S-B
to the Proxy Statement Supplement, which is set
forth in Item 5 of this Current Report).
4.1 Form of Certificate of Designation of
the Voting Powers, Designation, Preferences and
Relative, Participating, Optional or Other Special
Rights of 8.5% Senior Convertible Preferred
Shares, Series A of Corecomm Limited and
Qualifications, Limitations and Restrictions
Thereof.
</TABLE>
3
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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 hereunto duly authorized.
CORECOMM LIMITED
By: /s/ Richard J. Lubasch
-----------------------------------------
Name: Richard J. Lubasch
Title: Senior Vice President, General
Counsel and Secretary
Date: September 13, 2000