SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported) March 31, 2003
ATX COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-49899 13-4078506
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
50 Monument Road, Bala Cynwyd, PA 19004
(Address of principal executive offices) (Zip code)
(610) 668-3000
(Registrant's telephone number, including area code)
CORECOMM HOLDCO, INC., 110 East 59th Street, New York, New York 10022
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
On March 31, 2003, ATX Communications, Inc. (the "Company") and its subsidiaries
entered into a Fourth Amendment and Waiver (the "Amendment") to its Credit
Agreement (the "Credit Agreement") dated as of September 28, 2000, as amended
and restated as of April 11, 2001, and amended by the First Amendment dated as
of October 31, 2001, the Second Amendment dated as of December 14, 2001 and the
Third Amendment dated as of March 29, 2002 among CCL Historical, Inc., formerly
named CoreComm Limited, the Company, CoreComm Communications, Inc., the lenders
party thereto and the administrative agent and collateral agent party thereto.
Under the Amendment, the Lenders (as defined in the Credit Agreement) agreed to
defer interest and principal payments on the outstanding loans during the period
beginning March 12, 2003 until February 2, 2004, during which time the loans
will accrue interest at the Alternate Base Rate (as defined in the Credit
Agreement) plus 5.5%, which is approximately 9.75%. During such period, the
Lenders also agree to waive and/or amend certain financial covenants set forth
in the Credit Agreement, in order to better reflect the Company's current
operations. The Company intends to utilize the increased liquidity afforded by
the Amendment to invest in several areas of its core operations. In addition,
during this period, the Company intends to seek and consider strategic
alternatives intended to reduce the Company's overall indebtedness, including
amounts under the Credit Agreement.
Although this Amendment provides the Company with significant relief from cash
obligations under the Credit Agreement until February 2, 2004, there can be no
assurance that the financial and other covenants under the facility will
continue to be met, that the Company will be successful identifying or
implementing one or more strategic alternatives to reduce the Company's
indebtedness, or that the Company will have the cash available to fund the
required deferred interest and principal payments on or before February 2, 2004,
the date on which such payments become due.
Item 7(c). Exhibits
10.01 Fourth Amendment and Waiver, dated as of March 31, 2003 to the Credit
Agreement, dated as of September 28, 2000, as amended and restated as
of April 11, 2001, and amended by the First Amendment dated as of
October 31, 2001, the Second Amendment dated as of December 14, 2001
and the Third Amendment dated as of March 29, 2002 among CCL
Historical, Inc., formerly named CoreComm Limited, the Company,
CoreComm Communications, Inc., the lenders party thereto and the
administrative agent and collateral agent party thereto.
Cautionary Statement Regarding Forward Looking Statements
This document contains certain forward-looking statements that involve
substantial risks and uncertainties. All statements regarding the Company's
expected future financial position, results of operations, cash flows,
restructuring and financing plans, business strategy, budgets, projected costs,
capital expenditures, competitive positions, growth opportunities, plans and
objectives of management for future operations and statements that include words
such as
"anticipate," "if," "believe," "plan," "estimate," "expect," "intend," "may,"
"could," "should," "will," and other similar expressions are forward-looking
statements. Such forward-looking statements are inherently uncertain, and
readers must recognize that actual results may differ from the Company's
expectations.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: March 31, 2003 ATX COMMUNICATIONS, INC.
(Registrant)
By: /s/ Thomas J. Gravina
------------------------------
Name: Thomas J. Gravina
Title: President and Chief
Executive Officer
EXHIBIT INDEX
Exhibit No. Description
10.01 Fourth Amendment and Waiver, dated as of March 31, 2003 to
the Credit Agreement, dated as of September 28, 2000, as
amended and restated as of April 11, 2001, and amended by
the First Amendment dated as of October 31, 2001, the Second
Amendment dated as of December 14, 2001 and the Third
Amendment dated as of March 29, 2002 among CCL Historical,
Inc., formerly named CoreComm Limited, the Company, CoreComm
Communications, Inc., the lenders party thereto and the
administrative agent and collateral agent party thereto. -