-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q+tj7mdQuJ6Kurh7Tao65XLHJRx0hIq3LG1PCauv6K2cQ4ipMBXPdIC9/MwEIJYz 7h/ZgqJx8b0aTfJsyfwOxg== 0000806085-97-000098.txt : 19970506 0000806085-97-000098.hdr.sgml : 19970506 ACCESSION NUMBER: 0000806085-97-000098 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970505 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CORECOMM INC CENTRAL INDEX KEY: 0001032030 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 133927257 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-50871 FILM NUMBER: 97595621 BUSINESS ADDRESS: STREET 1: 110 E 59TH ST STREET 2: C/O INTERNATIONAL CABLETEL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129068440 MAIL ADDRESS: STREET 1: C/O INTERNATIONAL CABLETEL STREET 2: 110 E 59TH ST CITY: NEW YORK STATE: NY ZIP: 10022 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEHMAN BROTHERS HOLDINGS INC CENTRAL INDEX KEY: 0000806085 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 133216325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: AMERICAN EXPRESS TWR STREET 2: 3 WORLD FINANCIAL CNTR CITY: NEW YORK STATE: NY ZIP: 10048 BUSINESS PHONE: 2125267000 MAIL ADDRESS: STREET 1: AMERICAN EXPRESS TOWER 15TH FL STREET 2: 2 WORLD TRADE CENTER CITY: NEW YORK STATE: NY ZIP: 10048 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN HUTTON HOLDINGS INC DATE OF NAME CHANGE: 19901017 SC 13D 1 CORECOMM'S 13-D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No.__) Under the Securities Exchange Act of 1934 CORECOMM INCORPORATED (Name of Issuer) Common Stock, par value $.01 (Title of Class of Securities) 21868N106000 (CUSIP Number) Karen C. Manson Secretary Lehman Brothers Holdings Inc. 3 World Financial Center, 24th Floor New York, NY 10285 (212) 526-1936 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications) April 25, 1997 (Date of Event which required Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the reporting person (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). NOT APPLICABLE. CUSIP No. 21868N106000 1) Names of Reporting Person S.S. or I.R.S. Identification No. of Above Person Lehman Brothers Holdings Inc. 13-3216325 2) Check the Appropriate box if a Member of a Group (see instructions) (a) [X] (b) [ ] 3) SEC Use Only 4) Source of Funds (see instructions) OO 5) Check Box if Disclosure of Legal Proceedings is Requires Pursuant to Items 2(d) or 2(E) [ ] 6) Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7) Sole Voting Power -0- 8) Shared Voting Power 1,104,663 9) Sole Dispositive Power -0- 10) Shared Dispositive Power 1,104,663 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,104,663 12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares ---------------------------------------------------------------- [ ] 13) Percent of Class Represented by Amount in Row 9 ----------------------------------------------- 8.34% 14) Type of Reporting Person HC/CO 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: April 25, 1997 LEHMAN BROTHERS HOLDINGS INC. By: /s/ Karen C. Manson ------------------- Name: Karen C. Manson Title: Vice President and Secretary CUSIP No. 21868N106000 1) Names of Reporting Person S.S. or I.R.S. Identification No. of Above Person Lehman Brothers Finance S.A. 2) Check the Appropriate box if a Member of a Group (see instructions) (a) [X] (b) [ ] 3) SEC Use Only 4) Source of Funds (see instructions) OO 5) Check Box if Disclosure of Legal Proceedings is Requires Pursuant to Items 2(d) or 2(E) [ ] 6) Citizenship or Place of Organization Switzerland Number of Shares Beneficially Owned by Each Reporting Person With: 7) Sole Voting Power 930,000 8) Shared Voting Power -0- 9) Sole Dispositive Power 930,000 10) Shared Dispositive Power -0- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 930,000 12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 13) Percent of Class Represented by Amount in Row 9 7.02% 14) Type of Reporting Person CO 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: April 25, 1997 Lehman Brothers Finance S.A. By: /s/ Karen C. Manson ------------------- Name: Karen C. Manson Title: Authorized Signatory Schedule 13D Item 1. Security and Issuer This statement relates to the Common Stock, par value $.01 (the "Common Stock"), of CoreComm Incorporated, a Delaware corporation ("CoreComm"). The address of the principal executive offices of CoreComm is 110 East 59th Street, New York, NY 10022. Item 2. Identity and Background This statement is filed on behalf of the following entities: Lehman Brothers Holdings Inc., a Delaware corporation ("Holdings"), 3 World Financial Center 200 Vesey Street New York, NY 10285 Holdings through its domestic and foreign subsidiaries is a full-line securities firm. Holdings is the parent of Lehman Brothers Finance S.A. Lehman Brothers Finance S.A., a Swiss corporation, ("LBF"), 13 Route de Florissant 7th Floor 1211 Geneva 12 Switzerland LBF, a wholly owned subsidiary of Holdings, is engaged in the equity, swap and derivatives business. The names, residence or business addresses, citizenships and present principal occupations or employment of the senior executive officers and directors of the Reporting Persons are set forth in Appendix A hereto. None of the Reporting Persons, nor to the best knowledge of the Reporting Persons, any of the persons listed in Appendix A hereto, has during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been party to a civil proceeding of a judicial or administrative body of a competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source of Funds or Other Consideration The shares were acquired by LBF with internally generated funds. See Item 4. Item 4. Purpose of Transaction On April 25, 1997 LBF acquired in the ordinary course of its business an aggregate of 930,000 shares of Common Stock of CoreComm for $14.25 per share in two privately negotiated transactions: one for 850,000 shares with the Baron Asset Fund; and the other for 80,000 shares with the Baron Growth and Income Fund. Such acquisitions were made by LBF in connection with two three- month swap transactions related to CoreComm stock entered into by such funds with LBF on the same date. Such swaps were entered into in the ordinary course of LBF's business. The acquisition of CoreComm stock was incidental to LBF's swaps and derivatives business and was not made with an intention to control the issuer. Depending on the status of the related swap transactions, market and other conditions or events, LBF may sell some or all of such CoreComm shares in privately negotiated transactions, in broker's transactions, both on and off the exchange, or otherwise. In addition, LBF may, in the ordinary course of its business, acquire additional shares of CoreComm shares in privately negotiated transactions, in broker's transactions, both on and off the exchange, or otherwise. Lehman Brothers Inc. ("LBI"), a registered broker-dealer affiliate of LBF, acted as agent for the parties and received customary and usual fees for its services. LBI purchases, sells and holds CoreComm Common Stock for itself and its customers in the ordinary course of its business. Item 5. Interest in Securities of the Issuer (a) LBF holds 930,000 shares of CoreComm Common Stock, representing 7.02% of CoreComm Common Stock. Holdings indirectly holds 1,104,663 shares of CoreComm Common Stock, representing 8.34% of CoreComm Common Stock. Of such amount 7.02% is held by LBF and 1.32% is held by LBI, its broker-dealer subsidiary, in the ordinary course of its business. (b) LBF has sole voting power and sole investment power over its shares. Holdings has shared voting power and shared investmen power of shares held by its subsidiaries. See Item 4. (c) See Item 4. (d) None of the Reporting Persons nor, to their knowledge, any of the persons listed in Appendix A hereto, knows of any other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock beneficially owned by the Reporting Persons. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None. Item 7. Material to be Filed as Exhibits. None. APPENDIX A LEHMAN BROTHERS HOLDINGS INC. BOARD OF DIRECTORS NAME / TITLE BUSINESS ADDRESS Michael L. Ainslie Lehman Brothers Holdings Inc. Private Investor and former 3 World Financial Center President and Chief Executive New York, New York 10285 Officer of Sotheby's Holdings John F. Akers Lehman Brothers Holdings Inc. Retired Chairman of 3 World Financial Center International Business Machines New York, New York 10285 Corporation Roger S. Berlind Lehman Brothers Holdings Inc. Theatrical Producer 3 World Financial Center New York, New York 10285 Thomas H. Cruikshank Lehman Brothers Holdings Inc. Retired Chairman and Chief 3 World Financial Center Executive Officer of Halliburton New York, New York 10285 Company Richard S. Fuld, Jr. Lehman Brothers Holdings Inc. Chairman and Chief Executive 3 World Financial Center Officer of New York, NY 10285 Lehman Brothers Holdings Inc. Katsumi Funaki* Lehman Brothers Holdings Inc. Senior General Manager of 3 World Financial Center International Business of the New York, NY 10285 Finance and Investment Planning Office of Nippon Life Henry Kaufman Lehman Brothers Holdings Inc. President of Henry Kaufman & 3 World Financial Center Company, Inc. New York, NY 10285 John D. Macomber Lehman Brothers Holdings Inc. Principal of JDM Investment Group 3 World Financial Center New York, NY 10285 Dina Merrill Lehman Brothers Holdings Inc. Actress and Director and Vice 3 World Financial Center Chairman of RKO Pictures, Inc. New York, NY 10285 Masataka Shimasaki* Lehman Brothers Holdings Inc. Director and General Manager for 3 World Financial Center the Americas of Nippon Life New York, NY 10285 LEHMAN BROTHERS HOLDINGS INC. EXECUTIVE OFFICERS NAME / TITLE BUSINESS ADDRESS Richard S. Fuld, Jr. Lehman Brothers Holdings Inc. Chairman and Chief Executive Officer 3 World Financial Center of Lehman Brothers Holdings Inc. New York, NY 10285 Jeremiah M. Callaghan Lehman Brothers Holdings Inc. Chief of Operations and Technology 3 World Financial Center New York, NY 10285 John L. Cecil Chief Administrative Officer Lehman Brothers Holdings Inc. 3 World Financial Center New York, NY 10285 Thomas A. Russo Lehman Brothers Holdings Inc. Chief Legal Officer 3 World Financial Center New York, NY 10285 Charles B. Hintz Lehman Brothers Holdings Inc. Chief Financial Officer 3 World Financial Center New York, NY 10285 - ----- All above individuals are citizens of the United States except those individuals with an * who are citizens of Japan. LEHMAN BROTHERS FINANCE S.A. BOARD OF DIRECTORS NAME BUSINESS ADDRESS Peter A. Gamester* Lehman Brothers Inc. Director One Broadgate London EC2M 7HA, England Heinz Schmid Lehman Brothers Inc. Director 13 Route de Florissant 1211 Geneva 12 Switzerland Eric W. Fiechter Lehman Brothers Inc. Director 13 Route de Florissant 1211 Geneva 12 Switzerland - ----- Above individuals are citizens of Switzerland except those individuals with an * who are citizens of the United Kingdom. -----END PRIVACY-ENHANCED MESSAGE-----