<PAGE>
<PAGE>
SCHEDULE 14C
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934 (Amendment No. )
Check the appropriate box:
[x] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14c-5(d)(2))
[ ] Definitive Information Statement
HIGHLAND TELEPHONE COMPANY
(Name of Registrant as Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-5(g).
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g)
and 0-11.
1) Title of each class of securities to which transaction
applies:
- ----------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
- ----------------------------------------------------------------
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was
determined):
- ----------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
- ----------------------------------------------------------------
(5) Total fee paid:
- ----------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
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145 North Main Street
Monroe, New York 10950
Highland Telephone
a Frontier company
NOTICE OF ANNUAL MEETING OF SHAREOWNERS
To the Holders of Preferred and Common Stock of
HIGHLAND TELEPHONE COMPANY:
The Annual Meeting of the shareowners of Highland Telephone
Company ("Company") will be held in Conference Room X of Frontier
Corporation, 180 South Clinton Avenue, Rochester, New York 14646
on Wednesday, May 17, 1995, at ten o clock in the morning, for
the following purposes:
1. To elect 3 directors for the ensuing year;
2. To vote on amending the Restated Certificate of
Incorporation of the Company to change the corporate name to
Frontier Communications of New York, Inc.; and
3. To transact such other business as may properly come
before the meeting or any adjournment or adjournments thereto.
The Board of Directors has fixed the close of business on
Monday, April 3, 1995 as the record date for the determination of
shareowners entitled to notice of and to vote at said meeting.
By Order of the Board of Directors,
Louis L. Massaro
Secretary
April 7, 1995
<PAGE>
<PAGE>
INFORMATION STATEMENT
This Information Statement is being mailed on or about
April 7, 1995 to the holders of record of Highland Telephone
Company's $4.50 par value Common Stock and $100.00 par value
Preferred Stock as of the close of business on April 3, 1995,
which is the record date for the determination of shareowners
entitled to notice of and to vote at the Annual Meeting of
Shareowners to be held on Wednesday, May 17, 1995, at ten o clock
in the morning in Conference Room X of Frontier Corporation, 180
South Clinton Avenue, Rochester, New York 14646.
The principal executive offices of Highland Telephone
Company are located at 180 South Clinton Avenue, Rochester, New
York and the phone number is (716) 777-1000.
The Company had outstanding as of April 3, 1995 506,758
shares of Common Stock and 24,934 shares of Preferred Stock.
The table below sets forth information concerning the only
persons, entities or groups which the Company believes are the
beneficial owners of more that five percent of the outstanding
shares of either the Common or Preferred Stock.
Amount and
Nature of Percent of
Name and Address Beneficial Class as of
Title of Class of Beneficial Owner Ownership April 3, 1995*
- -------------- ------------------- ---------- --------------
Common Stock, Frontier Corporation 506,758 100.0%
par value 180 South Clinton Ave.
$4.50 per share Rochester, NY 14646
Preferred Stock, Travelers Indemnity Co. 6,240 25.0%
par value 1 Tower Square
$100 per share Hartford, CT 06115
*With respect to the Common Stock set forth, Frontier
Corporation has sole voting, investment and dispositive power.
With respect to the Preferred Stock, the Company believes that
Travelers Indemnity Co. has sole voting, investment and
dispositive power.
<PAGE>
<PAGE>
No Forms 3, 4 or 5 were furnished to the Company during
1994. Frontier Corporation had no transactions in the Company's
Common Stock during 1994.
At the meeting each shareowner is entitled to cast one vote
for each share of Preferred Stock and one vote for each share of
Common Stock held as of the record date. The affirmative vote of
a majority of the votes entitled to be cast by the holders of all
of the outstanding Common and Preferred stock shall be sufficient
to adopt the name change amendment to the Company's Restated
Certificate of Incorporation. Since three directors will be
elected, each share will be able to be voted for or against each
such director. Abstentions and broker non-votes will not be
counted as votes against the slate of directors.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
CORPORATE NAME CHANGE
On December 19, 1994, the shareowners of Rochester Telephone
Corporation ("RTC"), the parent company, approved the change of
RTC's name to Frontier Corporation ("FC"). This new name
reflects the pioneering heritage of FC's and the Company's past
combined with our willingness to embrace the challenges of the
future.
Accordingly, the Board of Directors believes that Highland
Telephone Company's name should be changed to one more reflective
of the parent company s strategic direction, geographies served,
and businesses operated.
At the Annual Meeting, shareowners will be asked to approve
a proposal amending the Certificate of Incorporation to change
the Company's name to Frontier Communications of New York, Inc.
FC has indicated its intent to vote in favor of the name change
amendment.
<PAGE>
<PAGE>
ELECTION OF DIRECTORS
Three directors, constituting the entire Board, are to be
elected to hold office for a term of one year and until their
successors shall have been elected and shall have qualified.
Management of the Company and Frontier Corporation propose to
nominate the persons listed below, all of whom are presently
directors for the ensuing year. Management has no reason to
believe that the persons named will be unable or decline to serve
if elected.
The Company does not have a standing audit, nominating or
compensation committee or any committees performing similar
functions.
Directors receive no remuneration or compensation for
service as a director of the Company.
During the year ended December 31, 1994, the Board held
three meetings. All of the directors attended at least 75% or
more of the meetings. At the Annual Meeting held on May 5, 1994,
100% of the Common Stock was present in person or by proxy. None
of the Preferred Stock was present. All of the Common Stock was
voted for the election to the Board of Mr. Ronald L. Bittner, Mr.
Jeremiah T. Carr and Mr. Louis L. Massaro.
Information Concerning Directors and Executive Officers
- -------------------------------------------------------
The table below sets forth information concerning the
principal occupations and business experience of the nominees,
current directors and officers of the Company. Frontier
Corporation ("FC") is the parent of the Company. Rochester
Telephone Corp. ("RTC"), Frontier Communications International
Inc. ("FCI"), and Frontier Network Systems Inc. ("FNS"), are
affiliates of the Company.
The officers and directors of the Company serve until the
next Annual Meeting of the Board of Directors following the
Annual Meeting of Shareowners and/or until their successors are
elected.
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DIRECTORS AND EXECUTIVE OFFICERS
Occupations During Past 5 Director Officer
Years and Other Directorships* Age Since Since
- -------------------------------------------------------------------
Ronald L. Bittner................53 August 1992 ---
Mr. Bittner is a director of the prior thereto
Company. He is Chairman, President July 1981 to
and Chief Executive Officer January 1987
of FC since February 1992; and prior
thereto Executive Vice President and
President Telecommunications Group of
FC from January 1990 to February 1992;
and prior thereto Executive Vice
President-Telecommunications Group of
FC from May 1988 to January 1990. Mr.
Bittner is also a director of FC.*
Jeremiah T. Carr.................52 November 1993 November 1993
Mr. Carr is a director of the Company. prior thereto prior thereto
Additionally, he is President and February 1992 February 1992
Chief Executive Officer of the Company
since November 1993. Mr Carr is also a
director and the President of RTC since
December 1994*; and prior thereto
Corporate Vice President-Telephone Group
of FC from November 1993 to December
1994; and prior thereto Corporate
Vice President and President-Rochester
Telephone Operations from February 1993
to November 1993; and prior thereto
Corporate Vice President and President-
Regional Telephone Operations of FC from
February 1992 to February 1993; and
prior thereto President of FNS from July
1991 to February 1992; and prior thereto
Vice President-FCI and General Manager
New York State and President-FNS from
October 1990 to July 1991; and prior
thereto Vice President-Marketing Planning
and Development FCI from October 1989 to
October 1990.
<PAGE>
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS-continued
Occupations During Past 5 Director Officer
Years and Other Directorships* Age Since Since
- -------------------------------------------------------------------
Louis L. Massaro ................48 February 1993 February 1993
Mr. Massaro is a director of the
Company. Additionally, he is Secretary
of the Company since February 1993;
Mr. Massaro is also a Corporate
Vice-President of FC since December 1994;
and prior thereto Corporate Vice
President-Finance and Treasurer of FC
from February 1993 to December 1994;
and prior thereto Corporate Vice President
and President-Rochester Operations of FC
from September 1991 to February 1993;
and prior thereto Executive Vice President-
Telecommunications Group and President
- -FCI from January 1990 to September 1991;
and prior thereto President-FCI and FNS;
Vice President Operations and Administration
of the Telecommunications Group of FC from
May 1988 to January 1990.
James B. Loughlin................49 --- February 1995
Mr. Loughlin is Vice President and
General Manager of the Company since
February 1995; he is also Vice President-
Operations and Customer Service Frontier
Telephone Group and RTC since January 1995;
and prior thereto Vice President-Customer
Service RTC from November 1993 to January 1995;
and prior thereto Human Resources Director of
FC from July 1992 to November 1993; and prior
thereto Work Process Redesign Director of FC
from January 1992 to July 1992; and prior
thereto Network Maintenance Director of FC.
*The directorship reported above is for a company whose
securities are publicly traded or which otherwise is or will be
required to file reports with the Securities and Exchange
Commission.
<PAGE>
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The nominees for directors and the officers of the Company
hold none of the Company s securities. Set forth below is the
tabulation indicating as of February 28, 1995, the shares of $1.00
par value Common Stock of FC, the parent company, beneficially
owned by each director, each of the named executive officers, and
directors and officers of the Company as a group.
MANAGEMENT SECURITY OWNERSHIP TABLE
Beneficially Owned
Shares Subject
Beneficial to Outstanding
Name Ownership* Stock Options** Total
- ----------------------------------------------------------------
Ronald L. Bittner 42,524 70,930 113,454
Jeremiah T. Carr 7,374 18,932 26,306
Louis L. Massaro 10,829 16,932 27,761
James B. Loughlin 17,190 2,532 19,722
Directors and Officers 79,239 111,056 190,295
as a Group (5 persons)
The individual directors, officers, and the directors and
officers as a group, do not own more than 1% of the Common Stock
of FC.
*Includes all shares with respect to which each director or
officer directly, through any contract, arrangement,
understanding, relationship or otherwise, has or shares the power
to vote or to direct voting of such shares or to dispose or to
direct disposition of such shares. However, these amounts
include no shares which each director or officer has the right to
acquire within the following 60 days pursuant to options or other
rights.
**Includes all shares which such persons have the right to
acquire within the following 60 days pursuant to options or other
rights. These amounts do not include shares which such persons
have the right to acquire more than 60 days in the future.
<PAGE>
<PAGE>
COMPENSATION OF COMPANY MANAGEMENT
The tables set forth below reflect the various forms of
compensation paid by FC to Mr. Carr, who was President and CEO of
the Company, as of December 31, 1994. Specifically, these are
salary, bonus, and FC stock options. Mr. Carr has received no
remuneration directly from Highland Telephone Company for his
services to the Company. The compensation reflected in the
tables below reflects only that portion of his compensation from
FC which was attributable to his services to Highland Telephone
Company. For the fiscal year ended December 31, 1994, no
executive officer received from any source compensation from the
Company in excess of $100,000 for services to the Company. On
February 1, 1994, the Company paid George E. Lord, previously
Vice President and General Manager of the Company, a retirement
incentive of $43,200. Additionally, Mr. Lord, who completed his
pre-pension leave with the Company on August 13, 1994, signed a
three year Noncompete Agreement, which terminates August 1997.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term
Annual Compensation Compensation
------------------------ ------------
Name and **Other ***Awards **** *****
Principal Annual Options/ LTIP All Other
Position Year Salary Bonus Compensation SARs Payouts Compensation
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Jeremiah T. Carr 1994 $14,109 $9,275 $583 1,540 $4,750 $736
President and CEO 1993 $ 1,783 $ 908 62 $ 835 $ 92
of the Company 1992 $18,642 * 2,700 $ 125 $778
</TABLE>
<PAGE>
<PAGE>
*Mr. Carr was named President and Chief Executive Officer
effective November 1993. Any bonus which Mr. Carr received in
1992 from FC was not attributable in any way for services
rendered to the Company and for that reason is not reflected in
this table.
**The amount reported in this column for 1994 includes
payment to Mr. Carr to offset income tax liabilities incurred
because he received additional income in recognition of certain
expenditures he made on behalf of the Company.
***One-third of the options granted may be exercised as
early as one year following the grant date, a second 1/3 may be
exercised as early as two years following the grant date and the
remaining 1/3 may be exercised as early as three years following
the grant date. The option grant dates were 3/21/94 and 4/27/94.
****The amount reported in this column for 1994 includes
payment to Mr. Carr pursuant to FC s Performance Unit Plan.
*****All Other Compensation includes imputed income from
term life insurance coverage, and the Company s contribution to
both the tax qualified 401(K) and nonqualified defined
contribution plans. In 1994, this amount also includes a special
payment for a one time reimbursement of expenses incurred by Mr.
Carr.
The following Option Grant table includes two columns
designated as Potential Realized Value . The calculations in
those columns are based on hypothetical growth assumptions,
proposed by the Securities and Exchange Commission, of 5% and 10%
for stock price appreciation for the option term. There is no
way to anticipate what the actual growth rate of FC's stock price
will be.
<PAGE>
<TABLE>
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
<CAPTION>
Potential Realized
* Number of % of Total Value at Assumed
of Securities Options/SARs Exercise Annual Rates of
Underlying Granted or Base Stock Appreciation
Options/SARs to Employee Price Expiration for Option Term
Name Granted (#) in Fiscal Year ($/Share) Date 5%($) 10%($)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Jeremiah T. Carr 17,600 7.95% $21.188 3/21/04 $234,515 $594,307
President and CEO 4,400 8.12% $22.688 4/27/04 $ 62,779 $159,095
of the Company
</TABLE>
*FC stock options were awarded to Mr. Carr by FC for
services rendered to Frontier Corporation while serving in
various capacities, among which was his capacity as President and
CEO of Highland Telephone Company.
The option grants have the following material terms:
exercise price is the market price (based on the closing price of
FC s Common Stock on the New York Stock Exchange) on the date of
the option grant; 1/3 of the options granted may be exercised
commencing one year following the grant date, a second 1/3 may be
exercised commencing two years following the grant date and the
remaining 1/3 may be exercised commencing three years following
the grant date. The option dates were 3/21/94 and 4/27/94.
Options may not be transferred other than by will or the laws of
descent and distribution. An option may be exercised upon
written notice to FC accompanied by payments in full for the
shares being acquired. In the event of a change of control as
defined by the FC Executive Stock Option Plan, all options become
immediately vested and exercisable.
<PAGE>
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
*Number of Securities *Value of Unexercised
Underlying Unexercised In-The-Money
Options/SARs at FY End Options/SARs at FY End
---------------------- -----------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
Name (#) (#) ($) ($)
- ---------------- ----- ------ ------- -------
Jeremiah T. Carr 7,600 31,800 $27,600 $26,175
President and CEO
of the Company
* Options are valued at the market value of FC Common Stock at
December 31, 1994, (closing price of $21.125) less the per share
option with exercise price, multiplied by the number of
exercisable/unexercisable options.
REPORT OF BOARD OF DIRECTORS
No executive officer of the Company receives remuneration
directly from the Company for his services to the Company.
Instead, Frontier Corporation ("FC"), the parent company,
compensates executive officer for their service to Highland
Telephone Company. This compensation program is administered in
accordance with the compensation program of FC. Those persons
who serve as executive officers of the Company and who are also
executive officers of FC, participate in the executive
compensation program established by the FC Board of Directors
Committee on Management. Mr. Carr is an executive officer of FC.
The fundamental philosophy of FC s compensation program is to
offer performance-based compensation to its employees, while
rewarding those employees whose efforts enable FC to achieve its
vision. The executive compensation program, as a whole, is
designed to measure and enhance executive performance.
Four components are key to FC s executive compensation
program. Specifically, these are base salary, annual bonus, a
long-term incentive plan, and FC stock options. Combined, these
four components are designed to provide incentives and motivate
key executives whose efforts and related job performance will
enhance the strategic well-being of FC thereby maximizing value
to shareowners. FC believes its total executive compensation
package, which is reviewed on an annual basis, is designed to
reward performance, is reasonable in view of FC's consolidated
performance and the contribution of individual executive officers
to that performance, and is competitive with those offered by
comparable employers in the industry.
<PAGE>
<PAGE>
The first component of FC s executive compensation program
is base salary. The base salaries both of the executive officers
and of other employees were determined after analysis of base
salaries paid to persons having similar responsibilities in other
companies of similar size, both within and outside the
telecommunications industry. Those salaries were determined to
be within that range of surveyed salaries.
The second component of FC's executive compensation program
is an annual bonus. FC's annual bonus plan, the Short Term
Incentive Plan (STI), is designed to provide superior
compensation awards for outstanding executive performance during
the past year. The bonus awards have been a function of
individual performance and consolidated results. The specified
qualitative and quantitative criteria used in determining bonus
awards vary individually and from year and year. These criteria,
or targets, are established as a means of measuring executive
performance. The Corporate target for 1994, was an equally
weighted earnings per share and cash flow target established by
the Committee on Management of the Board of Directors of FC as an
incentive to increase the Company s cash flow and thus improve
long-term FC stock performance. This target was met. All FC's
executives participate in STI. Persons who are not FC
executives, yet are executive officers of the Company,
participate in a similar program.
The third component of the executive compensation program is
a long-term incentive plan. FC's long-term incentive plan, the
Performance Unit Plan (PUP), is designed to motivate executives
to improve FC stock performance over three year cycles; and under
this plan, executives are compensated based on FC's performance
during the cycle. The payout is based on FC's stock appreciation
over the past three years as compared to a group of sixteen
telecommunications firms and corporate performance against
targets of various elements selected by the Committee on
Management of the FC Board of Directors to measure overall
corporate performance. These elements, cash return on gross
assets and stock performance measures, are intended to align
executive compensation with the return received by FC's
shareowners. The awards made to the executive officers were
based upon a review by the Committee on Management of the above
described performance elements. This element of compensation is
not available to persons who are not executives of FC. Beginning
in 1994 PUP was discontinued. No new grants were issued in 1994,
however, the remaining cycle, 1993 - 1995, will run to its conclusion.
<PAGE>
<PAGE>
The final component of the FC executive compensation is a
stock option plan. Stock option plans are an important component
of executive compensation programs because they are a
compensation vehicle which ties long-term compensation incentives
directly to furthering the interests of shareowners and improved
corporate performance. FC's Executive Stock Option Plan is
designed to align executive compensation with the long-term
performance of FC's stock. Options issued in 1994 do not expire
until 2004, and the exercise price is the value of the option on
the day the option was issued. All executive officers of FC
received options in 1994 based on their contribution to the
achievement of FC's long-term objectives, their relative position
in FC, and upon recommendation of the chief executive officer of FC.
Respectfully submitted,
Ronald L. Bittner
Jeremiah T. Carr
April 3, 1995 Louis L. Massaro
<PAGE>
<PAGE>
PERFORMANCE GRAPH
All the Company's Common Stock is owned by FC and is not
traded. FC has sole voting, investment and dispositive power
relating to the Company's Common Stock. In addition, incentive
compensation for the Company's executive officers is tied to FC's
performance.
For that reason, it would be misleading to chart the
performance of Highland Telephone Company. Instead, the
following graph charts FC's cumulative total shareowner return
performance against the performance of the Standards and Poor's
Telephone Index as well as against the Standard and Poor's 500
Index. A variety of factors may be used in order to assess a
corporation's performance. This Performance Graph, which
reflects FC's total return against the selected peer group,
reflects one such method. The performance of the Standard and
Poor's Telephone Index is weighted by stock market capitalization
of the companies within the peer group.
[GRAPH APPEARS HERE]
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG FRONTIER CORPORATION, S&P TELEPHONE INDEX
AND S&P 500 INDEX
Measurement Period Frontier S&P Telephone S&P 500
(Fiscal year Covered) Corporation Index Index
- --------------------- ----------- ----------- -------
Measurement PT
12/31/89 $100 $100 $100
FYE 12/31/90 $ 75 $ 95 $ 97
FYE 12/31/91 $ 87 $102 $126
FYE 12/31/92 $102 $112 $136
FYE 12/31/93 $134 $129 $149
FYE 12/31/94 $130 $120 $151
<PAGE>
<PAGE>
Compensation Committee Interlocks and Insider Participation
In Compensation Decisions
- -----------------------------------------------------------
None of the executive officers of Highland Telephone Company
receive remuneration directly from the Company for their services
as executive officers. For that reason, the Board of Directors
of the Company has not deliberated upon executive officer
compensation. No executive officer of the Company has, during
1994, or previously, served as a director or member of the
compensation committee of any other entity that has an executive
officer who serves or has served either as a member of the Board
of Directors of Frontier Corporation or as a member of any
Committee of that Board.
Interest of Management and Others in Certain Transactions
- ---------------------------------------------------------
Pursuant to an on-going Agreement dated as of July 1, 1976
between the Company and Frontier Corporation ("Agreement"),
during the fiscal year ended December 31, 1994, FC provided
various administrative and operating services to the Company
including assistance in matters involving legal, corporate
management and finance. Pursuant to this Agreement and in
consideration for these services, the Company pays to FC (a) all
identifiable costs, including wages, employee benefits (including
benefits under FC's Pension Plan, its Employees' Retirement
Savings Plan) and other expenses of FC incurred in connection
with the delivery of services to it; and (b) a portion of common
or mutually beneficial costs, which are those costs associated
with management functions providing direction, oversight and
support to the consolidated FC as a whole and to FC's individual
affiliates. These functions include Executive Administration,
Corporate Finance, Corporate Accounting, Corporate Planning,
Public Relations and Internal Audit. All affiliates of FC bear a
representative share of these costs allocated on the basis of
their revenues, capitalization, common equity, and number of
employees. In 1994, the Company paid $2,159,819 to FC for
services rendered pursuant to the Agreement.
At December 31, 1994, the Company had outstanding short-term
borrowings of $2,400,000 with FC. The interest rate on these
borrowings was 6.84 percent at December 31, 1994. The Company
also has $8,900,000 of long-term notes payable to FC; $3,000,000
at 6.5 percent interest due on July 6, 2003 and $5,900,000 at 8.4
percent due on January 1, 2005. All borrowings from the parent
company were used to retire long-term first mortgage bonds, to
take advantage of lower interest rates and to pay off a short-
term loan owed to Chemical Bank. The original debt served to
finance the Company's construction program prior to 1989.
<PAGE>
<PAGE>
The Company purchases telephone equipment, supplies,
consulting services and switching products from Frontier Network
Systems Inc. ("FNS"), a nonregulated telecommunications
subsidiary of FC. In 1994, the Company paid FNS $43,959 in
connection with such purchases. The Company also purchases cable
and other supplies from Anixter-Frontier, a joint venture between
FNS and Anixter Bros., Inc. In 1994, the Company paid Anixter-
Frontier $279,032 in connection with such purchases.
The Company purchases long distance services and leases toll
circuits from Frontier Communications International Inc., a long
distance telecommunications subsidiary of FC held through
intervening wholly-owned subsidiaries. In 1994, the Company paid
Frontier Communications International Inc. $195,761 in connection
with such purchases.
The Company provides access service and leases fiber optic
cable facilities to Frontier Communications International Inc.
In 1994, the Company received $1,076,277 from Frontier
Communications International Inc. in payment for these services.
The Company provides access service and billing and
collection services to Frontier Long Distance New York, Inc., a
long distance telecommunications subsidiary of FC. In 1994, the
Company received $1,968,954 from Frontier Long Distance New York
Inc. in payment for these services.
The Company contracts with Frontier InfoServices Inc., a
directory publishing subsidiary of FC, to coordinate and publish
its annual telephone directory. In 1994, the Company paid
Frontier InfoServices Inc. $80,897 for such services.
The Company contracts with Frontier Information Technologies
Inc., an information services subsidiary of FC, to provide and
maintain its data processing systems. In 1994, the Company paid
Frontier Information Technologies Inc. $2,373,916 for such
services.
The Company performs various accounting, billing, customer
services, benefits administration, and other functions for
Frontier Communications of Sylvan Lake, Inc. (Sylvan); Frontier
Communications of AuSable Valley, Inc. (AuSable); Frontier
Communications of Seneca-Gorham, Inc. (Seneca-Gorham); Frontier
Communications of Pennsylvania, Inc. (PA); Frontier
Communications of Breezewood, Inc. (Breezewood); Frontier
Communications of Canton, Inc. (Canton); Frontier
Communications of Lakewood, Inc. (Lakewood); and Frontier
Communications of Oswayo River, Inc. (Oswayo). All are
subsidiaries of FC, held either directly or through intervening
subsidiaries. In 1994, the Company received $1,718,219 from
Sylvan; $704,534 from AuSable; $942,910 from Seneca-Gorham;
$59,066 from PA.; $13,956 from Breezewood; $15,999 from Canton;
$4,250 from Lakewood; and $4,572 from Oswayo, in payment for
these services.
<PAGE>
<PAGE>
OTHER MATTERS
No independent public accounting firm has been recommended
to shareowners for election because Frontier Corporation selects
accountants for the consolidated corporation including the
Company. Representatives of Price Waterhouse LLP, the principal
accountant for the fiscal year ending December 31, 1994 and the
principal accountant for the current year, are not expected to be
present at the shareowners meeting, nor are they expected to make
any statement at the shareowners meeting or to be available to
respond to appropriate questions.
The management of the Company knows of no matters to be
presented other than voting on the Company s name change and the
election of Directors.
