UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CORECOMM LIMITED
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class and Securities)
G2422R109
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(CUSIP Number)
Richard J. Lubasch
Senior Vice President, General Counsel and Secretary
110 East 59th Street, 26th Floor, New York, NY 10022
(212) 906-8440
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 4, 1999
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(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section
240.13d-7 for other parties to whom copies are to be sent.
SCHEDULE 13D
CUSIP No. G2422R109
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
J. Barclay Knapp
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (X)
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO, PF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
Not applicable
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7. SOLE VOTING POWER
NUMBER OF 2,432,164
SHARES ------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY None
EACH ------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 2,432,164
WITH ------------------------------------
10. SHARED DISPOSITIVE POWER
None
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,432,164
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.1%*
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14. TYPE OF REPORTING PERSON
IN
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* Calculated by dividing the Aggregate Amount in Row 11 by the sum of the
(i) total number of outstanding shares of Common Stock of the Issuer and
(ii) total number of shares of Common Stock of the Issuer represented by
options and convertible notes beneficially owned by the Reporting Person
which are presently exercisable or convertible or will become so within 60
days.
Item 1. Security and Issuer
This Schedule 13D relates to the Common Stock, par value
$0.01 per share, of CoreComm Limited, a Bermuda company (the "Issuer"). The
address of the principal executive office of the Issuer is Cedar House,
41 Cedar Avenue, Hamilton, Bermuda HM12.
Item 2. Identity and Background
(a) J. Barclay Knapp
(b) Business: 110 East 59th Street, 26th Floor, New York, NY
10022
(c) Mr. J. Barclay Knapp is the President, Chief Executive
Officer, Chief Financial Officer and a Director of CoreComm Limited. Mr.
Knapp is also the President, Chief Executive Officer and a Director of NTL
Incorporated, a Delaware corporation. The principal business address of
NTL Incorporated is 110 East 59th Street, New York, NY 10022.
(d) & (e) Not applicable
(f) United States of America
Item 3. Source and Amount of Funds or Other Considerations
On September 2, 1998, CoreComm Incorporated (which since has
been acquired by SBC Telecommunications, Inc.) distributed to its
shareholders all of the common stock of its wholly owned subsidiary,
CoreComm Limited (the "Spin-off"). Mr. Knapp received 20,921 shares of
Common Stock of the Issuer (as adjusted for the 3-for-2 stock split on
September 2, 1999 and the 3-for-2 stock split on February 4, 2000) as a
result of this Spin-off. Subsequently, Mr. Knapp purchased shares of Common
Stock of the Issuer and exercised options for Common Stock of the Issuer in
the following transactions:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Date Description Shares of Price per Total Price Beneficial Ownership
Common Stock* Share* Paid (Aggregate Total)*
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
9/2/98 Spin-off 20,921 - - 20,921
2/24/99 Gift (225) - - 20,696
5/4/99 Option exercise 1,421,245 $1.73 $2,465,793 1,441,941
9/2/99 Stock split - - - 1,441,941
12/20/99 Option exercise 5,056 $19.78 $100,018 1,446,997
2/4/00 Stock split - - - 1,446,997
</TABLE>
* All amounts are adjusted for the 3-for-2 stock split on September 2, 1999
and the 3-for-2 stock split on February 4, 2000.
As of February 14, 2000, Mr. Knapp is the beneficial owner of 1,446,997
shares of Common Stock of the Issuer. The source of funds used in making
the purchases of the shares of Common Stock of the Issuer and exercising
the options of the Issuer listed above was the personal funds of Mr. Knapp.
Mr. Knapp is also the beneficial owner of Non-qualified and
Incentive stock options and convertible notes. As of February 14, 2000, Mr.
Knapp's options and convertible notes which are either presently
exercisable or convertible or will become so within 60 days ("presently
exercisable options and convertible notes") can be exercised and converted
into 985,167 shares of Common Stock of the Issuer. Options and convertible
notes beneficially owned by Mr. Knapp became vested, exercisable and/or
convertible on the following dates:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
Date Grant Type Exercise or Number Number Beneficially Owned
Purchase Price* Outstanding* Vested* (Aggregate Total)*
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
9/2/98 Non-Qualified $0.02 14,651 14,651 14,651
9/2/98 Non-Qualified $0.03 14,651 14,651 29,302
9/2/98 Non-Qualified $0.03 14,651 14,651 43,953
9/2/98 Non-Qualified $0.08 76,172 76,172 120,125
9/2/98 Non-Qualified $0.17 34,376 34,376 154,501
9/2/98 Non-Qualified $0.23 70,313 70,313 224,814
9/2/98 Non-Qualified $0.29 17,580 17,580 242,394
5/4/99 Incentive $19.78 20,223 5,056** 247,450
5/4/99 Non-Qualified $19.78 1,816,910 726,765** 974,215
10/1/99 Convertible notes $300,000 10,952 10,952 985,167
</TABLE>
* All amounts are adjusted for the 3-for-2 stock split on September 2, 1999
and the 3-for-2 stock split on February 4, 2000.
** Of the total number of options granted, 20% are exercisable immediately
on the grant date and an additional 20% become exercisable on each January
1st thereafter.
Item 4. Purpose of Transaction
(a) - (j) Not applicable
Mr. Knapp's purchase of the shares of Common Stock and
convertible notes of the Issuer was for personal investment purposes only.
The granting of options to Mr. Knapp was for the compensation of Mr.
Knapp's services as the Issuer's President, Chief Executive Officer, Chief
Financial Officer and Director.
Item 5. Interest in Securities of the Issuer
(a) Mr. Knapp is the beneficial owner of 1,446,997 shares of
Common Stock of the Issuer and of presently exercisable options and convert
ible notes which can be exercised and converted into 985,167 shares of
Common Stock of the Issuer. In total, Mr. Knapp is the beneficial owner of
2,432,164 shares of Common Stock of the Issuer. Since the number of
outstanding shares of Common Stock of the Issuer is 38,950,068 as of
February 14, 2000, Mr. Knapp beneficially owns approximately 6.1% of the
outstanding shares of Common Stock of the Issuer. This percentage figure is
calculated by dividing the total number of shares of Common Stock of the
Issuer benefi cially owned by Mr. Knapp by the sum of (i) the total number
of outstanding shares of Common Stock of the Issuer on February 14, 2000
and (ii) the total number of shares of Common Stock of the Issuer
represented by presently exercisable options and convertible notes of Mr.
Knapp.
(b) Mr. Knapp has the sole power to vote and the sole power
to dispose all of the 2,432,164 shares of Common Stock of the Issuer that
he beneficially owns.
(c) The information set forth in Item 3 is incorporated
herein by reference.
(d) Not applicable
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Not applicable
Item 7. Materials to be filed as Exhibits
None
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: February 23, 2000
By: /s/ J. Barclay Knapp
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J. Barclay Knapp
