CoreComm Announces Registration Statement Has Been Declared Effective By SEC; Exchange offer expected to be completed later today.Business Editors CoreComm Limited (Nasdaq: COMM) and its formerly wholly-owned subsidiary CoreComm Holdco, Inc. announced today that the Securities and Exchange Commission has declared effective the registration statement filed by CoreComm Holdco on February February: see month. 8, 2002, as amended a·mend v. a·mend·ed, a·mend·ing, a·mends v.tr. 1. To change for the better; improve: amended the earlier proposal so as to make it more comprehensive. 2. , relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc CoreComm Holdco's offer to exchange each outstanding share of CoreComm Limited common stock for 1/38.9 of a share of CoreComm Holdco common stock, and each outstanding $1,000 in aggregate principal amount of CoreComm Limited's 6% Convertible Subordinated Notes due 2006 for 9.1047 shares of CoreComm Holdco common stock and $30.00 in cash. CoreComm Holdco has extended the expiration date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist. Notes: The expiration date for all listed stock options in the U.S. of the registered public exchange offers by CoreComm Holdco until 2:00 P.M., New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on July 1, 2002, and expects to close the exchange offers at such time. The exchange offers were previously scheduled to expire expire /ex·pire/ (ek-spi´er) 1. to exhale. 2. to die. ex·pire v. 1. To breathe one's last breath; die. 2. To exhale. at Noon, New York City time, on July 1, 2002. Continental Stock Transfer & Trust Company, the depositary DEPOSITARY, contracts. He with whom a deposit is confided or made. 2. It is, the essence of the contract of deposits that it should be gratuitous on the part 'of the depositary. 9 M. R. 470. for the exchange offers, has advised CoreComm Holdco that 103,088,149 shares of CoreComm Limited common stock (approximately 73% of the outstanding shares) and $392,000 aggregate principal amount of CoreComm Limited's 6% Convertible Subordinated Notes (approximately 8% of the outstanding principal amount not held by CoreComm Holdco) have been tendered and not withdrawn as of Noon, New York City time, on July 1, 2002, in response to the exchange offers. The exchange offers are subject to the terms and conditions set forth in the preliminary prospectus Preliminary Prospectus A first draft registration statement filed by a firm prior to proceeding with an initial public offering of securities. The document, filed with the Securities & Exchange Commission, is intended to provide pertinent information to prospective shareholders , dated June 27, 2002, and the related letters of transmittal, which constitute the exchange offers. Investors are encouraged to read the information regarding the exchange offers at the end of this release, which describes where you can get more information. Following the completion of the exchange offer for CoreComm Limited common stock, CoreComm Holdco intends to merge CoreComm Merger Corp., a wholly-owned subsidiary of CoreComm Holdco, with and into CoreComm Limited. Pursuant to the merger, each share of CoreComm Limited common stock not tendered in the exchange offer (except for shares held by CoreComm Holdco or CoreComm Merger Corp.) will be converted into the right to receive 1/38.9 of a share of CoreComm Holdco common stock. The foregoing reference to the exchange offers shall not constitute an offer to sell or the solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of an offer to buy, nor shall there be any sale of shares of common stock of CoreComm Holdco in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Investors and security holders are urged to read the following documents (including amendments that may be made to them), regarding the exchange offers because they contain important information: - CoreComm Holdco's preliminary prospectus, prospectus supplements and final prospectus Final Prospectus A legal document stating the price of a newly issued security, the delivery date, and other facts that are important for investors. Notes: The final prospectus must be given to every investor who purchases a new issue of registered securities. ; - CoreComm Holdco's registration statement on Form S-4, which was declared effective on July 1, 2002, containing such documents and other information; and - CoreComm Holdco's Schedule TO. These documents and amendments and supplements to these documents have been and will continue to be filed, as they may be amended and supplemented, with the Securities and Exchange Commission. When these and other documents are filed with the SEC, they may be obtained free at the SEC's web site at www.sec.gov. You may also obtain for free each of these documents (when available) from CoreComm Holdco by directing your request to the number listed below. For further information on obtaining additional copies of the exchange offer materials, we encourage you to contact the information agent: D. F. King & Co., Inc. 77 Water Street New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of , New York 10005 Banks and Brokers Call Collect (212) 269-5550 All Others Call Toll Free (800) 848-2998 For any other information contact: Winston Black, Director - Corporate Development at (212) 906-8485. |
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