AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 4, 2000
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 13-4068932
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
CEDAR HOUSE, 41 CEDAR AVENUE,
HAMILTON, BERMUDA 10022
(Address of Principal Executive Offices; Zip Code)
CORECOMM LIMITED 2000 SPECIAL 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
FOUR TIMES SQUARE
NEW YORK, NEW YORK 10036-6522
(212) 735-3000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Proposed Maximum Proposed Maximum
Title Of Securities To Be Amount To Be Offering Price Per Aggregate Offering Amount Of
Registered Registered Share(1)(2) Price(3) Registration Fee(4)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 2,880,000 (5) $42.09 $121,219,200 $32,002
$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 2000
Special 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,
par value $0.01 per share (the "Common Stock"), of CoreComm on the Nasdaq
Stock Market's National Market on March 30, 2000.
(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) 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.
(6) 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.
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 (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:
(1) 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)
(2) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999, dated March 30, 2000
including the audited consolidated balance sheet of the
Company and its subsidiaries as of December 31, 1999;
(3) The Company's Current Reports on Form 8-K, dated:
January 20, 2000; March 6, 2000; March 10, 2000;
and March 13, 2000.
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 herein
and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be 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
incorporated or 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 2000 Special Stock Option Plan
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 auditors
23.2 Consent of Ernst & Young LLP, independent auditors
23.3 Consent of Appleby, Spurling & Kempe (contained in the
opinion filed as Exhibit 5.1 hereto)
24 Powers of Attorney (included on the signature page of this
registration statement).
- -----------------
(1) Incorporated by reference from the Company's Registration Statement
on Form 10, 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, 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
April 4, 2000.
CORECOMM LIMITED
By: /s/ Richard J. Lubasch
-----------------------------
Richard J. Lubasch
Senior Vice President,
General Counsel and Secretary
KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Richard J. Lubasch as his
true and lawful attorney-in-fact, with full power of substitution and
resubstitution for him and on his behalf, and in his name, place and stead,
in any and all capacities, to sign any amendments to this Registration
Statement (including any post- effective amendments), and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorney-in-fact, or his substitute or substitutes, may
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
Name Title Date
- ---- ----- ----
/s/ J. Barclay Knapp President, Chief Executive April 4, 2000
- ------------------------- and Financial Officer
J. Barclay Knapp and Director
(Principal Executive and
Financial Officer)
/s/ George S. Blumenthal Chairman of the Board April 4, 2000
- -------------------------
George S. Blumenthal
/s/ Gregg N. Gorelick Vice President-Controller April 4, 2000
- ------------------------- Treasurer (Principal
Gregg N. Gorelick Accounting Officer)
/s/ Sidney R. Knafel Director April 4, 2000
- -------------------------
Sidney R. Knafel
/s/ Ted H. McCourtney Director April 4, 2000
- -------------------------
Ted H. McCourtney
/s/ Del Mintz Director April 4, 2000
- -------------------------
Del Mintz
/s/ Alan J. Patricof Director April 4, 2000
- -------------------------
Alan J. Patricof
/s/ Warren Potash Director April 4, 2000
- -------------------------
Warren Potash
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 2000 Special Stock Option Plan
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 auditors
23.2 Consent of Ernst & Young LLP, independent auditors
23.3 Consent of Appleby, Spurling & Kempe (contained in
the opinion filed as Exhibit 5.1 hereto)
24 Powers of Attorney (included on the signature page
of this registration statement).
------------------
(1) Incorporated by reference from the Company's Registration Statement
on Form 10, File No. 0-24521.
EXHIBIT 4.5
CORECOMM LIMITED
2000 SPECIAL STOCK OPTION PLAN
---------------------
This CoreComm Limited 2000 Special Stock Option Plan (the "Plan"),
is intended to encourage stock ownership by employees and non-employee
directors of CoreComm Limited (the "Corporation") and its divisions and
subsidiary corporations and other affiliates, so that they may acquire or
increase their proprietary interest in the Corporation, and to encourage
such employees and directors who are employees to remain in the employ of
the Corporation or its affiliates and to put forth maximum efforts for the
success of the business.
As used in this Plan, the following words and phrases shall have
the meanings indicated:
2.1 "CODE" shall mean the Internal Revenue Code of 1986, as amended.
2.2 "DISABILITY" shall mean an Optionee's inability to engage in any
substantial gainful activity by reason of any medically determinable
physical or mental impairment that can be expected to result in death or
that has lasted or can be expected to last for a continuous period of not
less than twelve (12) months.
2.3 "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.
2.4 "FAIR MARKET VALUE" per share as of a particular date shall mean
(i) if the shares of common stock, par value $.01 per share, of the
Corporation ("Common Stock") are then traded on an over-the-counter market,
the average of the closing bid and asked prices for the shares of Common
Stock in such over-the-counter market for the last preceding date on which
there was a sale of such Common Stock in such market, (ii) if the shares of
Common Stock are then listed on the NASDAQ Stock Market's National Market
or other national securities exchange, the closing sales price per share on
the date of grant or on the last preceding date on which there was a sale
of such Common Stock on such exchange, or (iii) if the shares of Common
Stock are not then traded in an over-the-counter market or listed on NASDAQ
or a national securities exchange, such value as the Committee in its
discretion may determine.
2.5 "OPTIONEE" shall mean a person who has been granted an option under the
Plan.
2.6 "PARENT CORPORATION" shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations ending with the
Corporation if, at the time of granting an Option, each of the corporations
other than the Corporation owns stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock in one of
the other corporations in such chain.
2.7 "RULE 16b-3" shall mean Rule 16b-3 promulgated under Section 16 of the
Exchange Act (or any other comparable provisions in effect at the time or
times in question).
2.8 "SUBSIDIARY CORPORATION" shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations beginning with the
Corporation if, at the time of granting an Option, each of the corporations
other than the last corporation in the unbroken chain owns stock possessing
fifty percent (50%) or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.
2.9 "TEN PERCENT STOCKHOLDER" shall mean an Optionee who, at the time an
Incentive Stock Option is granted, owns stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of
the Corporation or of its Parent or Subsidiary Corporations.
The Plan shall be administered by the Compensation and Option
Committee of the Corporation's Board of Directors or such other committee
appointed either by the Board of Directors of the Corporation (the "Board")
or by such Compensation and Option Committee (the "Committee"); provided,
however, to the extent determined necessary to satisfy the requirements for
exemption from Section 16(b) of the Exchange Act, with respect to the
acquisition or disposition of securities hereunder, action by the Committee
may be by a subcommittee of a committee of the Board composed solely of two
or more "non-employee directors," within the meaning of Rule 16b-3,
appointed by the Board or by the Committee, or by a committee composed
solely of two or more "non-employee directors," within the meaning of Rule
16b-3, as a result of the refusal of those members who do not qualify as
non-employee directors; and, provided further, to the extent determined
necessary to satisfy the requirements for the exception for qualified
performance based compensation under Section 162(m) of the Code and the
treasury regulations thereunder, action by the Committee may be by a
committee comprised solely of two or more "outside directors," within the
meaning of Section 162(m) of the Code and the treasury regulations
thereunder, appointed by the Board or by the Committee. Notwithstanding
anything in the Plan to the contrary, and to the extent determined to be
necessary to satisfy an exemption under Rule 16b-3 with respect to a grant
hereunder (and, as applicable, with respect to the disposition to the
Corporation of a security hereunder), or as otherwise determined advisable
by the Committee, the terms of such grant and disposition under the Plan
shall be subject to the prior approval of the Board. Any prior approval of
the Board, as provided in the preceding sentence, shall not otherwise limit
or restrict the authority of the Committee to make grants under the Plan,
including, but not limited to, the authority of the Committee to make
grants qualifying for the performance-based compensation exception under
Section 162(m) of the Code and the treasury regulations thereunder.
The Committee shall have the authority in its discretion, subject
to and not inconsistent with the express provisions of the Plan, to
administer the Plan and to exercise all the powers and authorities either
specifically granted to it under the Plan or necessary or advisable in the
administration of the Plan, including, without limitation, the authority to
grant Options; to determine which Options shall constitute "incentive stock
options" ("Incentive Stock Options") within the meaning of Section 422 of
the Code, and which Options shall constitute nonqualified stock options; to
determine the purchase price of the shares of Common Stock covered by each
Option (the "Option Price"); to determine the persons to whom, and the time
or times at which, Options shall be granted; to determine the number of
shares to be covered by each Option; to interpret the Plan; to prescribe,
amend and rescind rules and regulations relating to the Plan; to determine
the terms and provisions of the Options (which need not be identical)
entered into in connection with Options granted under the Plan; and to make
all other determinations deemed necessary or advisable for the
administration of the Plan. The Committee may delegate to one or more of
its members or to one or more agents such administrative duties as it may
deem advisable, and the Committee or any person to whom it has delegated
duties as aforesaid may employ one or more persons to render advice with
respect to any responsibility the Committee or such person may have under
the Plan.
The Board shall fill all vacancies, however caused, in the
Committee. The Board may from time to time appoint additional members to
the Committee, and may at any time remove one or more Committee members and
substitute others. One member of the Committee may be selected by the Board
as chairman. The Committee shall hold its meetings at such times and places
as it shall deem advisable. All determinations of the Committee shall be
made by a majority of its members either present in person or participating
by conference telephone at any meeting or by written consent. The Committee
may appoint a secretary and make such rules and regulations for the conduct
of its business as it shall deem advisable, and shall keep minutes of its
meetings.
No member of the Board or Committee shall be liable for any action
taken or determination made in good faith with respect to the Plan or any
Option granted hereunder.
Options may be granted (i) to employees (including, without
limitation, officers and directors who are employees) of the Corporation,
its present or future divisions, Subsidiary Corporations and Parent
Corporations and (ii) in the case of Nonqualified Stock Options, to
non-employee directors of the Corporation and to employees of an affiliated
entity of the Corporation (an "Affiliated Entity") which is designated by
the Board to participate in the Plan. In determining the persons to whom
Options shall be granted and the number of shares to be covered by each
Option, the Committee shall take into account the duties of the respective
persons, their present and potential contributions to the success of the
Corporation and such other factors as the Committee shall deem relevant in
connection with accomplishing the purpose of the Plan. A person to whom an
option has been granted hereunder is sometimes referred to herein as an
"Optionee."
An Optionee shall be eligible to receive more than one grant of an
Option during the term of the Plan, but only on the terms and subject to
the restrictions hereinafter set forth.
The stock subject to Options hereunder shall be shares of the
Corporation's Common Stock. Such shares may, in whole or in part, be
authorized but unissued shares or shares that shall have been or that may
be reacquired by the Corporation. The aggregate number of shares of Common
Stock as to which Options may be granted from time to time under the Plan
may equal but shall not exceed 2,880,000. The limitation established by the
preceding sentence shall be subject to adjustment as provided in Section
8(j) hereof.
In the event that any outstanding Option under the Plan for any
reason expires or is canceled, surrendered or otherwise terminated without
having been exercised in full, the shares of Common Stock allocable to the
unexercised portion of such Option shall (unless the Plan shall have been
terminated) become available for subsequent grants of Options under the
Plan. Notwithstanding the foregoing, the expiration, cancellation,
surrender or termination of an Option, to the extent consistent with
Section 162(m) of the Code and the treasury regulations thereunder, shall
not be disregarded for purposes of applying the individual limit on the
maximum number of shares, as provided in Section 8(e), that may be
purchased in connection with Options granted under the Plan with respect to
any individual.
-----------------------
Options granted pursuant to this Section 6 are intended to
constitute Incentive Stock Options and shall be subject to the following
special terms and conditions, in addition to the general terms and
conditions specified in Section 8 hereof.
6.1 VALUE OF SHARES. In no event may Incentive Stock Options be granted to
an Optionee to the extent that the aggregate Fair Market Value (determined
as of the date the Incentive Stock Option is granted) of the shares of
Common Stock with respect to which such Options granted under this Plan and
all other option plans of the Corporation and any Parent or Subsidiary
Corporation which would become exercisable for the first time by an
Optionee during any calendar year exceeds $100,000.
6.2 TEN PERCENT STOCKHOLDER. In the case of an Incentive Stock Option
granted to a Ten Percent Stockholder, (i) the exercise price (the "Option
Price") of an Incentive Stock Option shall not be less than one hundred ten
percent (110%) of the Fair Market Value of the shares of Common Stock of
the Corporation on the date of grant of such Incentive Stock Option, and
(ii) the exercise period shall not exceed five (5) years from the date of
grant of such Incentive Stock Option.
--------------------------
Options granted pursuant to this Section 7 are intended to
constitute Nonqualified Stock Options and shall be subject only to the
general terms and conditions specified in Section 8 hereof.
-------------------------------
Each Option granted pursuant to the Plan shall be evidenced by a
written Option Agreement (an "Option Agreement") between the Corporation
and the Optionee, which agreement shall comply with and be subject to the
following terms and conditions:
8.1 NUMBER OF SHARES. Each Option Agreement shall state the number of
shares of Common Stock to which the Option relates.
8.2 TYPE OF OPTION. Each Option Agreement shall specifically identify the
portion, if any, of the Option which constitutes an Incentive Stock Option.
8.3 OPTION PRICE. The Option Price, in the case of Incentive Stock Options,
shall be not less than one hundred percent (100%) of the Fair Market Value
of the shares of Common Stock of the Corporation on the date of grant of
the Option, and, in the case of Nonqualified Stock Options, shall be the
price determined by the Committee. The Option Price shall be subject to
adjustment as provided in Section 8(j) hereof.
8.4 MEDIUM AND TIME OF PAYMENT. Options may be exercised in whole or in
part at any time during the option period by giving written notice of
exercise to the Corporation specifying the number of shares of Common Stock
to be purchased, accompanied by payment of the purchase price. Payment of
the purchase price shall be made in such manner as the Committee may
provide in the Option Agreement, which may include cash (including cash
equivalents, such as by certified or bank check payable to the
Corporation), delivery of unrestricted shares of Common Stock that have
been owned by the Optionee or, as applicable, a transferee (as provided in
Section 8(i)) for at least six months, any other manner permitted by law as
determined by the Committee, or any combination of the foregoing.
8.5 TERM AND EXERCISE OF OPTIONS. Options shall be exercisable over the
exercise period as and at the times and upon the conditions that the
Committee may determine, as reflected in the Option Agreement; provided,
however, that the Committee shall have the authority to accelerate the
exercisability of any outstanding Option at such time and under such
circumstances as it, in its sole discretion, deems appropriate; and further
provided, however, that such exercise period shall not exceed ten (10)
years from the date of grant of such Option. The exercise period may be
subject to earlier termination as provided in Section 8(g) and 8(h) hereof.
An Option may be exercised, as to any or all full shares of Common Stock as
to which the Option has become exercisable, by giving written notice of
such exercise to the Committee or to such individuals) as the Committee may
from time to time designate.
8.6 LIMITATION ON AWARDS. Grants of options under the Plan to any
individual in any calendar year shall be limited to Options to purchase
no greater than 1,000,000 shares of Common Stock.
8.7 TERMINATION. The Committee may provide that an option may not be
exercised unless the Optionee is then in the employ of the Corporation or
a division or any corporation which was at the time of grant of such Option,
a Subsidiary Corporation or Parent Corporation thereof (or a corporation or
a Parent or Subsidiary Corporation of such corporation issuing or assuming
the Option in a transaction to which Section 424(a) of the Code applies) or
an Affiliated Entity, and unless the Optionee has remained continuously so
employed since the date of grant of the Option. The Committee may further
provide that, in the event that the employment of such an Optionee shall
terminate (other than by reason of death, Disability or, in the case of
Nonqualified Stock Options, retirement), all Options granted to such
Optionee or transferred by such Optionee (as provided in Section 8(i)) that
are exercisable at the time of such termination may, unless earlier
terminated in accordance with their terms, be exercised within three (3)
months after such termination; provided, however, that if the employment of
such an Optionee shall terminate for cause (as determined by the Committee,
in its good faith discretion), all Options theretofore granted to such
Optionee or transferred by such Optionee (as provided in Section 8(i))
shall, to the extent not theretofore exercised, terminate forthwith.
Nothing in the Plan or in any Option granted pursuant hereto shall confer
upon an individual any right to continue in the employ of the Corporation
or any of its divisions, Parent or Subsidiary Corporations or Affiliated
Entities or interfere in any way with the right of the Corporation or any
such division, Parent or Subsidiary Corporation or Affiliated Entity to
terminate such employment. An Option subject to the provisions of this
Section 8(g) is referred to herein as an "Employment Option."
8.8 DEATH, DISABILITY OR RETIREMENT OF OPTIONEE. If an Optionee who has
been granted an Employment Option shall die while employed by the
Corporation or a division or any corporation which was, at the time of
grant of such Employment Option, a Subsidiary Corporation or Parent
Corporation thereof (or a corporation or a Parent or Subsidiary Corporation
of such corporation issuing or assuming the Employment Option in a
transaction to which Section 424(a) of the Code applies) or an Affiliated
Entity, or within three (3) months after the termination of such Optionee's
employment, other than for cause, or if the Optionee's employment shall
terminate by reason of Disability (or, in the case of Nonqualified Stock
Options, retirement), all Employment Options theretofore granted to such
Optionee or transferred by such Optionee (as provided in Section 8(i)), to
the extent otherwise exercisable at the time of death or termination of
employment, may, unless earlier terminated in accordance with their terms,
be exercised by the Optionee or by the Optionee's estate or by a person who
acquired the right to exercise such Employment Option by bequest or
inheritance or otherwise by reason of death or Disability of the Optionee
or by a transferee (as provided in Section 8(i)), at any time within one
year after the date of death, Disability or retirement of the Optionee.
8.9 NONTRANSFERABILITY OF OPTIONS. Except as provided in this
Section 8(i), no Option granted hereunder shall be transferable by the
Optionee to whom granted, other than by will or the laws of descent or
distribution, and the Option may be exercised during the lifetime of such
Optionee only by the Optionee or such Optionee's guardian or legal
representative. Subject to such conditions as the Committee may prescribe,
an Optionee may, upon providing written notice to the General Counsel of
the Corporation, elect to transfer the Nonqualified Stock Option granted to
such Optionee, without consideration therefor, to members of his or her
immediate family (as defined below), to a trust or trusts maintained solely
for the benefit of the Optionee and/or the members of the Optionee and/or
the members of his or her immediate family, or to a partnership whose only
partners are the Optionee and/or the members of his or her immediate
family. Any purported assignment, alienation, pledge, attachment, sale,
transfer, or encumbrance that does not qualify as a permissible transfer
under this Section 8(i) shall be void and unenforceable against the Plan
and the Corporation. For purposes of this Section 8(i), the term "immediate
family" shall mean, with respect to a particular Optionee, the Optionee's
spouse, children or grandchildren, and such other persons as may be
determined by the Committee. The terms of any such Option Agreement and the
Plan shall be binding upon a permissible transferee, and the beneficiaries,
heirs and successors of the Optionee and, as applicable, a permissible
transferee. Notwithstanding anything in the Plan to the contrary, the
Committee or Board may also provide that certain Options granted pursuant
to the Plan shall be fully and immediately transferable.
8.10 EFFECT OF CERTAIN CHANGES.
(a) (1) If there is any change in the number of shares of Common Stock
through the declaration of stock or cash dividends, or
recapitalization resulting in stock splits, or combinations or
exchanges of such shares or other corporate transactions affecting
the capitalization of the Corporation, the aggregate number of
shares of Common Stock available for Options, the aggregate number
of shares of Common Stock available for distribution under the Plan
to any single individual with respect to Options granted hereunder,
the number of such shares covered by outstanding Options, the
number of shares set forth in Section 8(f) hereof and the price per
share of such Options shall be adjusted by the Committee to reflect
any increase or decrease in the number of issued shares of Common
Stock; provided, however, that any fractional shares resulting from
such adjustment shall be eliminated. In the event of any other
extraordinary corporate transaction, including, but not limited to
distributions of cash or other property to the Corporation's
shareholders, or in connection with the transaction described in
section 424(a) of the Code, the Committee may, in its sole
discretion, equitably adjust outstanding Options, in any and all
ways, as it deems appropriate, and the Committee's powers shall
include without limitation, the power to adjust the number and/or
kind of shares or property in respect to which options may be
exercised, and the power to change the issuer of the option to give
appropriate effect to any such transaction. The Committee may
equitably adjust outstanding Options as it deems appropriate.
(2) Options may, in the discretion of the Committee, be
made under the Plan in assumption of, or in
substitution for, outstanding awards previously
granted by the Corporation or a company acquired by
the Corporation or with which the Corporation
combines ("Substitute Options"). The number of
shares of Common Stock of the Corporation
underlying any Substitute Options shall be counted
against the aggregate number of shares of Common
Stock of the Corporation available for Options
under the Plan.
(3) Any shares of Common Stock of the Corporation
delivered pursuant to an Option may consist, in
whole or in part, of authorized and unissued shares
of Common Stock of the Corporation or of treasury
shares.
(b) In the event of the proposed dissolution or liquidation of the
Corporation, in the event of any corporate separation or division,
including, but not limited to, split-up, split-off or spin-off, or
in the event of a merger or consolidation of the Corporation with
another corporation, the Committee may provide that the holder of
each Option then exercisable shall have the right to exercise such
Option (at its then Option Price) solely for the kind and amount of
shares of stock and other securities, property, cash or any
combination thereof receivable upon such dissolution, liquidation,
or corporate separation or division, or merger or consolidation by
a holder of the number of shares of Common Stock for which such
Option might have been exercised immediately prior to such
dissolution, liquidation, or corporate separation or division, or
merger or consolidation; or the Committee may provide, in the
alternative, that each Option granted under the Plan shall
terminate as of a date to be fixed by the Committee; provided,
however, that not less than thirty (30) days' written notice of the
date so fixed shall be given to each Optionee, who shall have the
right, during the period of thirty (30) days preceding such
termination, to exercise the Options (unless earlier terminated in
accordance with their terms) as to all or any part of the shares of
Common Stock covered thereby, including shares as to
which such Options would not otherwise be exercisable; provided,
further, that failure to provide such notice shall not invalidate
or affect the action with respect to which such notice was
required.
(c) If while unexercised Options remain outstanding under the Plan;
(1) any corporation, person or other entity (other than
the Corporation) makes a tender or exchange offer
for shares of the Common Stock pursuant to which
purchases are made ("Offer"), excluding any tender
or exchange offer that would result in the voting
securities of the Corporation outstanding
immediately prior to such merger or consolidation
continuing to represent (either by remaining
outstanding or by being converted into voting
securities of the surviving entity or any parent
thereof) at least 60% of the combined voting power
of the securities of the Corporation or such
surviving entity or any parent thereof outstanding
immediately after such transaction; or
(2) the stockholders of the Corporation approve a
definitive agreement to merge or consolidate the
Corporation with or into another corporation or to
sell or otherwise dispose of all or substantially
all of its assets, or adopt a plan of liquidation,
excluding any merger, consolidation, sale or other
disposition that would result in the voting
securities of the Corporation outstanding
immediately prior to such merger or consolidation
continuing to represent (either by remaining
outstanding or by being converted into voting
securities of the surviving entity or any parent
thereof) at least 60% of the combined voting power
of the securities of the Corporation or such
surviving entity or any parent thereof outstanding
immediately after such transaction; or
(3) the "beneficial ownership" (as defined in Rule
13d-3 under the Exchange Act) of securities
representing more than 20% of the combined voting
power of the Corporation is acquired by any
"person" as defined in Sections 13(d) and 14(d) of
the Exchange Act, excluding any transaction
excluded from (i) or (ii) above.
(4) during any period of two consecutive years,
individuals who at the beginning of such period
were members of the Board cease for any reason to
constitute at least a majority thereof (unless the
election, or the nomination for election by the
Corporation's stockholders, of each new director
was approved by a vote of at least two-thirds of
the directors then still in office who were
directors at the beginning of such period), then
from and after the date of the first purchase of
Common Stock pursuant to such Offer, or the date of
any such stockholder approval or adoption, or the
date of consummation of the acquisition of such
percentage shall have been made, or the date on
which the change in the composition of the Board
set forth above shall have occurred, whichever is
applicable (the applicable date being referred to
hereinafter as the "Acceleration Date") , all
Options shall be exercisable in full, whether or
not otherwise exercisable. Following the
Acceleration Date, the Committee shall, in the case
of a merger, consolidation or sale or disposition
of assets, promptly make an appropriate adjustment
to the number and class of shares of Common Stock
available for Options, and to the amount and kind
of shares or other securities or property
receivable upon exercise of any outstanding Options
after the effective date of such transaction, and
the price thereof.
(d) Paragraphs (2) and (3) of this Section 8(j) shall not apply to
(i) a merger or consolidation in which the Corporation is the
surviving corporation and shares of Common Stock are not converted
into or exchanged for stock, securities of any other corporation,
cash or any other thing of value or (ii) the transaction
contemplated by the Recapitalization Agreement and Plan of Merger
By and Among ATX Telecommunications Services, Inc., Thomas Gravina,
Debra Buruchian, Michael Karp and the Florence Karp Trust and the
Corporation dated as of March 9, 2000. The determination of the
applicability of this Section 8(j)(4) shall be made in the sole and
complete discretion of the Committee. Notwithstanding the preceding
sentence, in case of any consolidation or merger of another
corporation into the Corporation in which the Corporation is the
surviving corporation and in which there is a reclassification or
change (including a change to the right to receive cash or other
property) of the shares of Common Stock (other than a change in par
value, or from par value to no par value, or as a result of a
subdivision or combination, but including any change
in such shares into two or more classes or series of shares), the
Committee may provide that the holder of each Option then
exercisable shall have the right to exercise such Option solely for
the kind and amount of shares of stock and other securities
(including those of any new direct or indirect parent of the
Corporation), property, cash or any combination thereof receivable
upon such reclassification, change, consolidation or merger by the
holder of the number of shares of Common Stock for which such
Option might have been exercised.
(e) In the event of a change in the Common Stock of the Corporation as
presently constituted, which is limited to a change of all of its
authorized shares with par value into the same number of shares
with a different par value or without par value, the shares
resulting from any such change shall be deemed to be the Common
Stock within the meaning of the Plan.
(f) To the extent that the foregoing adjustments relate to stock or
securities of the Corporation, such adjustments shall be made by
the Committee, whose determination in that respect shall be final,
binding and conclusive, provided that each Incentive Stock Option
granted pursuant to this Plan shall not be adjusted in a manner
that causes an Option which is intended to be an Incentive Stock
Option to fail to continue to qualify as an Incentive Stock Option.
(g) Except as hereinbefore expressly provided in this Section 8(i),
the Optionee shall have no rights by reason of any subdivision or
consolidation of shares of stock of any class or the payment of any
stock dividend or any other increase or decrease in the number of
shares of stock of any class or by reason of any dissolution,
liquidation, merger, or consolidation or spin-off of assets or
stock of another corporation; and any issue by the Corporation of
shares of stock of any class, or securities convertible into shares
of stock of any class, shall not affect, and no adjustment by
reason thereof shall be made with respect to, the number or price
of shares of Common Stock subject to the Option. The grant of an
Option pursuant to the Plan shall not affect in any way the right
or power of the Corporation to make adjustments, reclassifications,
reorganizations or changes of its capital or business structures or
to merge or to consolidate or to dissolve, liquidate or sell, or
transfer all or part of its business or assets.
8.11 RIGHTS AS A STOCKHOLDER. An Optionee or a transferee of an Option
shall have no rights as a stockholder with respect to any shares covered by
the Option until the date of the issuance of a stock certificate to him for
such shares. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or
distribution of other rights for which the record date is prior to the date
such stock certificate is issued, except as provided in Section 8(j)
hereof.
8.12 OTHER PROVISIONS. The Option Agreements authorized under the Plan
shall contain such other provisions, including, without limitation, (i) the
imposition of restrictions upon the exercise of an Option, and (ii) in the
case of an Incentive Stock Option, the inclusion of any condition not
inconsistent with such Option qualifying as an Incentive Stock Option, as
the Committee shall deem advisable.
Without limiting the generality of the foregoing, the Committee shall
have the power to grant options with renewable features as hereinafter
described. To the extent an Option with a renewable feature (an "Original
Option") subsequently is exercised (including exercise through delivery of
(X) previously acquired shares of Common Stock, (Y) cash, or (Z) shares
acquired through the exercise of such Original Option), the Optionee
automatically will be granted a the time of such exercise, a new Option
(the "Renewed Option") to purchase the number of shares of Common Stock so
delivered, provided, however, that no such Renewed Option shall be granted
if, at the time of exercise of the Original Option, either (a) insufficient
shares are available under the Plan to cover the grant of the Renewed
Option, or (b) fewer than eighteen months have elapsed since the date on
which CoreComm Incorporated ("CCI") distributed the Common Stock to the
shareholders of CCI. Each Renewed Option will be exercisable upon
substantially the same terms and conditions as the Original Option to which
it relates, except that (A) the per share exercise price of the Renewed
Option shall be 105% of the Fair Market Value of the Common Stock on the
date of exercise of the Original Option, and (B) the Renewed Option shall
not itself have renewable features Notwithstanding the foregoing, the
Committee shall have full authority to alter the terms of any Renewed
Option at the time of exercise of the Original Option to which it relates.
If the Committee shall so require, as a condition of exercise, each
Optionee shall agree that;
9.1 no later than the date of exercise of any Option granted hereunder, the
Optionee will pay to the Corporation or make arrangements satisfactory to
the Committee regarding payment of any federal, state or local taxes of any
kind required by law to be withheld upon the exercise of such Option, and
9.2 the Corporation shall, to the extent permitted or required by law, have
the right to deduct federal, state and local taxes of any kind required by
law to be withheld upon the exercise of such Option from any payment of any
kind otherwise due to the Optionee.
------------
Options may be granted pursuant to the Plan from time to time
within a period of ten (10) years from the date the Plan is adopted by the
Board.
-------------------------------------
The Board at any time and from time to time may suspend, terminate,
modify or amend the Plan; provided, however, that no amendment that
requires stockholder approval under applicable law, under the rules or
regulations of any securities exchange or regulatory agency, or in order
for the Plan to continue to comply with Rule 16b-3 or, if applicable, to
comply with the exception for qualified performance-based compensation
under Code Section 162(m), or in order for Options intended to constitute
Incentive Stock Options to satisfy the requirements of Section 422 of the
Code shall be effective unless the same shall be approved by the requisite
vote of the stockholders of the Corporation. Except as provided in Section
8 hereof, no suspension, termination, modification or amendment of the Plan
may adversely affect any Option previously granted, unless the written
consent of the Optionee or, as applicable, a transferee, is obtained.
The Plan is designed and intended to comply with Rule 16b-3 and, to
the extent applicable, Sections 162(m) and 422 of the Code, and all
provisions hereof shall be construed in a manner to so comply.
------------------
The section and subsection headings contained herein are for
convenience only and shall not affect the construction hereof.
-------------
The Plan shall be governed by the laws of the State of Delaware.
----------------------
The effective date of the Plan is the date the Plan is adopted by
the Board.
EXHIBIT 5.1
OPINION OF APPLEBY, SPURLING & KEMPE,
SPECIAL COUNSEL TO THE COMPANY, REGARDING THE
LEGALITY OF THE COMMON STOCK BEING REGISTERED
APPLEBY SPURLING & KEMPE
Barristers & Attorneys
Your Ref:
Cedar House, 41 Cedar Avenue, Hamilton HM
12, Bermuda
Our Ref:
Mail: P.O. Box HM 1179, Hamilton HM EX, HG/cm/101380.3
Bermuda Direct Telephone: +441 298 3218
Telephone: 441 295 2244 Direct Fax: +441 298 3353
Fax: 441 292 8666/441 295 5328 Direct e-mail: [email protected]
e-mail: [email protected]
Website: www.ask.bm
April 4, 2000
Securities and Exchange Commission
450 Fifth Avenue, NW
Washington, DC 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) 2.88 million 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 2000 Special 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, we have examined and are familiar with
originals or copies of (i) the Memorandum of Association and Bye-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:
(1) 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;
(2) the genuineness of all signatures on the documents we have reviewed;
(3) the authority, capacity and power of each of the persons other than
the Company, signing the documents which we have reviewed;
(4) that any factual statements made in any of the Registration
Statement, the Rights Agreement and the Plan and any of the
exhibits thereto are true, accurate and complete in all respects
material to this opinion;
(5) 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;
(6) that the Resolutions are in full force and effect and
have not been rescinded, either in whole or in part, and
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.
(7) 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, failed to
discharge his fiduciary duty owed to the Company and to act
honestly and in good faith with a view to the best interests of the
Company;
(8) 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;
(9) that when filed with the Securities and Exchange Commission
the Registration Statement will not differ in any material
respect from the draft which we have examined;
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 duly issued and paid for under the
circumstances contemplated by the Registration Statement and in
accordance with the Resolutions and the Plan, 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 Bye-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 except as may be required by law or regulatory authority. Further,
this opinion speaks as of its date and is strictly limited to the matters
stated herein. 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
(Form S-8) of CoreComm Limited for the registration of 2.88 million shares
of its Common Stock (including Series A Junior Participating Preferred
Stock Purchase Rights) pertaining to the CoreComm Limited 2000 Special
Stock Option Plan, of our report dated March 3, 2000, with respect to the
consolidated financial statements of CoreComm Limited, included in its
Annual Report (Form 10-K) for the year ended December 31, 1999, filed with
the Securities and Exchange Commission.
Ernst & Young LLP
New York, New York
March 29, 2000
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) of CoreComm Limited for the registration of 2.88 million shares
of its Common Stock (including Series A Junior Participating Preferred
Stock Purchase Rights) pertaining to the CoreComm Limited 2000 Special
Stock Optio Plan, of our report dated February 26, 1999, with respect to
the consolidated financial statements of OCOM Corporation Telecoms
Division, included in CoreComm Limited's Annual Report (Form 10- K) for the
year ended December 31, 1999, filed with the Securities and Exchange
Commission.
Ernst & Young LLP
New York, New York
March 29, 2000
