SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934
CORECOMM HOLDCO, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
21869T102
(CUSIP Number)
Thomas Gravina
CoreComm Holdco, Inc.
110 East 59th Street, 26th Floor
New York, New York 10022
(212) 906-8485
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 1, 2002
-----------------------------------
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule
13d-1(g), check the following box [ ].
Page 1 of 6 Pages
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CUSIP No. 21869T102 Page 2 of 6 Pages
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13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas Gravina
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
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NUMBER OF 7 SOLE VOTING POWER
SHARES 3,262,764
BENEFICIALLY -------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH None
REPORTING -------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 3,262,764
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,591,714(1)
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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)
11.8%(2)
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14 TYPE OF REPORTING PERSON
IN
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(1) Includes options to purchase 328,950 shares of common Stock which are
currently exercisable.
(2) Based upon 30,000,054 shares of Common Stock issued and outstanding, as
reported by the Company in amendment no. 2 to its registration statement on
Form S-4, filed with the Securities and Exchange Commission on May 15,
2002, plus the options to purchase 328,950 shares of common stock that are
currently exercisable and held by the Reporting Person.
Item 1. Security and Issuer.
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This statement on Schedule 13D relates to the shares of
Common Stock, par value $0.01 per share (the "Common Stock"), of CoreComm
Holdco, Inc., a Delaware corporation (the "Company"). The Company has its
principal executive offices at 50 Monument Road, Bala Cynwyd, Pennsylvania,
19004 and 110 East 59th Street, 26th Floor, New York, New York, 10022.
Item 2. Identity and Background.
-----------------------
(a) Thomas Gravina.
(b) c/o CoreComm Holdco, Inc., 110 East 59th Street, 26th Floor,
New York, New York 10022.
(c) President and Chief Executive Officer of the Company and
CoreComm Limited, a Delaware corporation ("Limited").
(d) None.
(e) None.
(f) United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
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Prior to December 2001, the Reporting Person held Senior
Unsecured Notes due September 29, 2003 (the "Notes") of Limited and shares
of Series B Senior Convertible Exchangeable Preferred Stock, par value
$0.01 per share (the "Series B Preferred" and together with the Notes, the
"Securities"), of Limited. Pursuant to an Exchange Agreement, dated
December 14, 2001, by and among the Company, Limited and each of the
security holders party thereto, the Reporting Person exchanged the
Securities for 1,080,000 shares of Common Stock. Also in December 2002 the
Reporting Person received 7,588 shares of Common Stock under agreements
entered into to induce a holder of 6% Convertible Subordinated Notes due
2006 of Limited to sell the notes. On April 12, 2002 the Board of Directors
of the Company declared a 3-for-1 stock dividend with respect to shares of
Common Stock. Pursuant to an employment arrangement between the Reporting
Person and the Company, the Reporting Person received options to purchase
967,500 shares of Common Stock, 34% of which are currently exercisable.
Item 4. Purpose of Transaction.
----------------------
None.
Item 5. Interest in Securities of the Issuer.
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(a) The Reporting Person beneficially owns 3,591,714 shares of
Common Stock, which includes currently exercisable options
to purchase 328,950 shares of Common Stock. The 3,591,714
shares of Common Stock beneficially owned by the Reporting
Person constitute 11.8% of the issued and outstanding Common
Stock. This calculation is based upon 30,000,054 shares of
Common Stock issued and outstanding, as reported by the
Company in amendment no. 2 to its registration statement on
Form S-4, filed with the Securities and Exchange Commission
on May 15, 2002, plus the options to purchase 328,950 shares
of common stock that are currently exercisable and held by
the Reporting Person.
(b) The Reporting Person has the sole power to vote and to
dispose of 3,262,764 shares of Common Stock. The Reporting
Person does not share power to vote or to dispose of any
shares of Common Stock.
(c) Other than the transactions described in Item 4 of this
Schedule 13D, there were no transactions by the Reporting
Person during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
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Respect to Securities of the Issuer.
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Options to acquire 328,950 shares of Common Stock
previously granted by the Company to the Reporting Person became
exercisable on January 1, 2002. Options to acquire an additional 319,275
shares of Common Stock previously granted by the Company to the Reporting
Person will become exercisable on each of January 1, 2003 and January 1,
2004. Under the rules of the Securities and Exchange Commission, securities
are deemed to be beneficially owned if a person has the right to acquire
such securities within 60 days.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit 1 Summary of Principal Terms of Employment Arrangements
with Thomas J. Gravina and Michael A. Peterson (incorporated
by reference to Exhibit 10.18 to CoreComm Holdco, Inc.'s
amendment no. 1 to registration statement on Form S-4, file
no. 333-82400).
SIGNATURES
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information in this statement is true,
complete and correct.
Dated: July 11, 2002
/s/ Thomas Gravina
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Thomas Gravina
EXHIBIT INDEX
Exhibit
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1 Summary of Principal Terms of Employment Arrangements with
Thomas J. Gravina and Michael A. Peterson (incorporated by
reference to Exhibit 10.18 to CoreComm Holdco, Inc.'s
amendment no. 1 to registration statement on Form S-4, file
no. 333-82400).