Filed pursuant to Rule 424(b)(3)
Registration No. 333-47984
PROSPECTUS SUPPLEMENT NO. 2
(TO PROSPECTUS DATED NOVEMBER 1, 2000)
CORECOMM LIMITED
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6% CONVERTIBLE SUBORDINATED NOTES DUE 2006,
SERIES B SENIOR CONVERTIBLE EXCHANGEABLE PREFERRED STOCK
AND SHARES OF COMMON STOCK
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This Prospectus Supplement No. 2 supplements and amends the Prospectus
dated November 1, 2000, and amended on November 14, 2000, relating to:
o The 6% convertible subordinated notes due 2006 of CoreComm Limited;
o CoreComm's Series B senior convertible exchangeable preferred stock;
o Shares of common stock issuable as dividends on the Series B preferred
stock, upon conversion of the convertible notes and the Series B
preferred stock and as interest on CoreComm's senior unsecured notes
due 2003; and
o The right, attached to each share of common stock, to purchase
CoreComm's Series C junior participating preferred stock.
The Prospectus, together with all of the supplements filed to date
(including this supplement), constitutes the prospectus required to be delivered
by Section 5(b) of the Securities Act of 1933, with respect to offers and sales
of the securities described above.
WE URGE YOU TO READ CAREFULLY THE "RISK FACTORS" SECTION BEGINNING ON
PAGE 11 OF THE ACCOMPANYING PROSPECTUS, WHERE WE DESCRIBE SPECIFIC RISKS
ASSOCIATED WITH THESE SECURITIES, BEFORE YOU MAKE YOUR INVESTMENT DECISION.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this Prospectus Supplement No. 2 is December 7, 2000.
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The purpose of this Prospectus Supplement is to amend and restate the
text contained in the Prospectus on page 99 under the heading "Selling
Securityholders--Convertible Notes," which is hereby replaced with the following
text (which we may further amend or supplement from time to time if necessary):
"CONVERTIBLE NOTES
The following table provides: (i) the respective principal amount of
convertible notes beneficially owned and offered by each selling securityholder,
and (ii) the number of shares of common stock underlying those convertible
notes. This information has been obtained from the selling securityholders. This
prospectus relates to the resale of up to $175,000,000 aggregate principal
amount of convertible notes and shares of common stock issuable upon conversion
of the convertible notes. This table may be supplemented from time to time to
add holders of up to an additional $142,900,000 aggregate principal amount of
convertible notes and shares of common stock issuable upon conversion of such
convertible notes.
PRINCIPAL AMOUNT OF UNDERLYING SHARES OF
CONVERTIBLE NOTES COMMON STOCK
BENEFICIALLY OWNED BENEFICIALLY OWNED AND
SELLING SECURITYHOLDERS AND OFFERED OFFERED (1)
----------------------- ----------- -----------
Inger Ginsberg $ 100,000 3,651
Joan Schapiro $ 100,000 3,651
Julius Baer Securities, Inc. $ 550,000 20,081
Lipper Convertibles, L.P. $ 8,250,000 301,205
Lipper Convertible Series, II, L.P. $ 2,000,000 73,019
Reliance Insurance Company $21,000,000 766,703
Stuart Schapiro $ 100,000 3,651
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(1) The number of shares of common stock underlying the convertible notes
is calculated based on a conversion price of $27.39 per share. One
preferred share purchase right is attached to each share of common
stock. Additional shares of common stock and associated rights may be
issued upon conversion because of downward adjustments in the
conversion price in accordance with the terms of the convertible
notes."
