<PAGE>1
Registration No. 33-67430
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ROCHESTER TELEPHONE CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK 16-0613330
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
-------------------------------- -------------------
180 South Clinton Avenue Rochester, New York 14646-0700
(Address of Principal Executive Offices) (Zip Code)
ROCHESTER TELEPHONE CORPORATION
DIRECTORS STOCK OPTION PLAN
(Full title of the Plan)
Josephine S. Trubek, Esq.
Corporate Secretary
Rochester Telephone Corporation
180 South Clinton Avenue
Rochester, New York 14646-0700
(716) 777-6713
--------------------------------------------------------
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
--------------------------------------------------------
Copy to:
John T. Pattison, Esq.
Managing Attorney
Rochester Telephone Corporation
180 South Clinton Avenue
Rochester, New York 14646-0995
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<PAGE>2
Part II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents which have been filed by Rochester
Telephone Corporation (the "Company") with the Securities and
Exchange Commission are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993, filed pursuant to Section
13 of the Securities Exchange Act of 1934.
(b) All other reports filed by the Company pursuant to
Sections 13(a) and 15(d) of the Securities Exchange Act of 1934
since December 31, 1993, including specifically, but not
limited to, the Company's Quarterly Report on Form 10-Q dated
May 12, 1994 and its Current Reports on Form 8-K dated May 17,
1994 and July 1, 1994.
(c) The description of the Company's Common Stock
contained in the Company's Registration Statement on Amendment
No. 1 to Form S-4 dated December 6, 1990 (Registration
Statement No. 33-36457), including any amendments or reports
filed for the purpose of updating such description.
All documents subsequently filed by the Company or the
Directors Stock Option Plan (the "Plan") pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934 prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or
which deregisters all securities remaining unsold shall be
deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the Plan and Common Stock has been passed
upon by John T. Pattison, Esq., Managing Attorney in the Legal
Department of the Company.
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<PAGE>3
Item 6. Indemnification of Directors and Officers
The Business Corporation Law of the State of New York
("BCL") provides that if a derivative action is brought against
a director or officer, the Company may indemnify him or her
against amounts paid in settlement and reasonable expenses,
including attorneys' fees incurred by him or her in connection
with the defense or settlement of such action, if such director
or officer acted in good faith for a purpose which he or she
reasonably believed to be in the best interests of the Company,
except that no indemnification shall be made without court
approval in respect of a threatened action, or a pending action
settled or otherwise disposed of, or in respect of any matter
as to which such director or officer has been found liable to
the Company. In a nonderivative action or threatened action,
the BCL provides that the Company may indemnify a director or
officer against judgments, fines, amounts paid in settlement
and reasonable expenses, including attorneys' fees incurred by
him or her in defending such action if such director or officer
acted in good faith for a purpose which he or she reasonably
believed to be in the best interests of the Company.
Under the BCL, a director or officer who is successful,
either in a derivative or nonderivative action, is entitled to
indemnification as outlined above. Under any other
circumstances, such director or officer may be indemnified only
if certain conditions specified in the BCL are met. The
indemnification provisions of the BCL are not exclusive of any
other rights to which a director or officer seeking
indemnification may be entitled pursuant to the provisions of
the certificate of incorporation or the bylaws of a corporation
or, when authorized by such certificate of incorporation or
bylaws, pursuant to a shareholders' resolution, a directors'
resolution or an agreement providing for such indemnification.
The above is a general summary of certain provisions of the
BCL and is subject, in all cases, to the specific and detailed
provisions of Sections 721-725 of the BCL.
The Amended and Restated Certificate of Incorporation of
the Company limits the personal liability of directors to the
Company or its shareholders to the fullest extent permitted by
the BCL.
Article II, Section 12, of the Company's By-Laws contains
provisions authorizing indemnification by the Company of
directors and officers against certain liabilities and expenses
which they may incur as directors and officers of the Company
or of certain other entities in accordance with, and to the
fullest extent permitted by, Sections 721-725 of the BCL.
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<PAGE>4
Section 726 of the BCL also contains provisions authorizing
a corporation to obtain insurance on behalf of any director and
officer against liabilities, whether or not the corporation
would have the power to indemnify against such liabilities.
The Company maintains Executive Liability and Defense coverage
under which the directors and officers of the Company are
insured, subject to the limits of the policy, against certain
losses, as defined in the policy, arising from claims made
against such directors and officers by reason of any wrongful
acts as defined in the policy, in their respective capacities
as directors or officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index.
Item 9. Undertakings.
A. Post-Effective Amendments
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
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<PAGE>5
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
the purposes of determining liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers or persons controlling the Company pursuant to the
foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Act and is therefore unenforceable. In the event that a claim
for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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<PAGE>6
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the Company certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Rochester, State of New York, on July 8, 1994.
ROCHESTER TELEPHONE CORPORATION
/s/ Louis L. Massaro
By: ----------------------------
Louis L. Massaro
Corporate Vice President
and Treasurer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.
/s/ Ronald L. Bittner
Date: July 8, 1994 By: ----------------------------
Ronald L. Bittner
Chairman, President, Chief
Executive Officer and
Director
/s/ Louis L. Massaro
Date: July 8, 1994 By: ----------------------------
Louis L. Massaro
Corporate Vice President
and Treasurer
(Principal Financial and
Accounting Officer)
Date: July 8, 1994 By: /s/ Patricia C. Barron *
----------------------------
Patricia C. Barron
Director
Date: July 8, 1994 By: /s/ John R. Block*
----------------------------
John R. Block
Director
Date: July 8, 1994 By: /s/ Harlan D. Calkins*
----------------------------
Harlan D. Calkins
Director
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<PAGE>7
Date: July 8, 1994 By: /s/ Brenda E. Edgerton*
----------------------------
Brenda E. Edgerton
Director
Date: July 8, 1994 By: /s/ Jairo A. Estrada*
----------------------------
Jairo A. Estrada
Director
Date: July 8, 1994 By: /s/ Daniel E. Gill*
----------------------------
Daniel E. Gill
Director
Date: July 8, 1994 By: /s/ Alan C. Hasselwander*
----------------------------
Alan C. Hasselwander
Director
Date: July 8, 1994 By: /s/ Douglas H. McCorkindale*
----------------------------
Douglas H. McCorkindale
Director
Date: July 8, 1994 By: /s/ Richard P. Miller, Jr.*
----------------------------
Richard P. Miller, Jr.
Director
Date: July 8, 1994 By: /s/ Dr. Leo J. Thomas*
----------------------------
Dr. Leo J. Thomas
Director
Date: July 8, 1994 By: /s/ Michael T. Tomaino*
----------------------------
Michael T. Tomaino
Director
/s/ Louis L. Massaro
*By: --------------------------
Louis L. Massaro
Attorney-In-Fact
<PAGE>
<PAGE>8
The Plan. Pursuant to the requirements of the Securities
Act of 1933, the trustees (or other persons who administer the
employee benefit plan) have duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Rochester, State of
New York, on July 8, 1994.
ROCHESTER TELEPHONE CORPORATION
DIRECTORS STOCK OPTION PLAN
/s/ Janet F. Sansone
By: -------------------------
Janet F. Sansone
Corporate Vice President
<PAGE>
<PAGE>9
EXHIBIT INDEX
Exhibit No. Description
4-1 Rochester Telephone Corporation Herewith
Directors Stock Option Plan with
Amendment No. 1 thereto
4-2 Rochester Telephone Corporation
Restated Certificate of Incorporation,
as amended, is incorporated by reference
to Exhibit 3 to Form 10-Q for the
quarter ended September 30, 1980.
(File No. 1-4166)
4-3 Certificate of Amendment to Restated
Certificate of Incorporation of Rochester
Telephone Corporation is incorporated
by reference to Exhibit 3-2 to Form 1O-K
for the year ended December 31, 1984.
(File No. 1-4166)
4-4 Certificate of Change to Restated Certificate
of Incorporation of Rochester Telephone
Corporation is incorporated by reference
to Exhibit 3-4 to Form 10-K for the year
ended December 31, 1988. (File No. 1-4166)
4-5 Certificates of Amendment to Restated
Certificate of Incorporation of Rochester
Telephone Corporation are incorporated
by reference to Exhibit 3-5 to Form 10-K
for the year ended December 31, 1990.
(File No. 1-4166)
4-6 Restated By-laws of Rochester Telephone Previously
Corporation filed
5 Opinion of John T. Pattison, Esq. Herewith
as to legality of Plan and Common Stock
23-1 Consent of John T. Pattison, Esq. is
contained in his opinion filed as
Exhibit 5 to this Registration Statement
23-2 Consent of Price Waterhouse, Herewith
independent accountants
24 Powers of Attorney Previously
filed
(71ED)
<PAGE>1
EXHIBIT 4-1
ROCHESTER TELEPHONE CORPORATION
DIRECTORS STOCK OPTION PLAN
Amendment No. 1
Pursuant to Section 10, the Board hereby amends the Plan,
effective as of the date the amendment is both approved by the
Company's shareholders and the New York State Public Service
Commission has released an order authorizing the amendment, as
follows:
1. Sections 4 and 5(a) are amended to increase,
respectively, the number of authorized shares from 100,000 to
500,000 and the number of shares subject to an option from 1000
to 2000.
2. Effective for any individual who is an active director
on or after April 1, 1994, Section 6 is amended to afford
retiring directors additional rights to exercise options after
leaving the Board by deleting the current provision in its
entirety and substituting in its place the following:
6. TERMINATION OF EMPLOYMENT
If an optionee dies, either before or after
termination as a director, resigns from the Board as a
result of a conflict of interest or is removed from the
Board for cause, any option may be exercised by the
optionee or by the optionee's personal representative, as
the case may be, at any time prior to the earlier of the
expiration date of the option or the first anniversary of
the optionee's date of death, resignation or removal but
only if, and to the extent that, the optionee was entitled
to exercise the option at the date of death, resignation
or removal. If an optionee's employment as a director
terminates for any reason other than death, resignation
due to a conflict or removal for cause, option rights
shall continue to vest in accordance with the terms of the
option agreement without regard to the termination of
employment and may be exercised by the optionee pursuant
to the terms of that agreement.
3. Section 7 is amended by deleting the current provision
in its entirety and substituting in its place the following:
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7. ADJUSTMENT OF SHARES
In the event of any change in the Common Stock
of the Company by reason of any stock dividend, stock
split, recapitalization, reorganization, merger,
consolidation, split-up, combination, or exchange of
shares, or rights offering to purchase Common Stock at
a price substantially below fair market value, or of
any similar change affecting the Common Stock, the
number and kind of shares authorized under Section 4,
the number and kind of shares which thereafter are
subject to an option under the Plan and the number and
kind of shares set forth in options under outstanding
agreements and the price per share shall be adjusted
automatically consistent with such change to prevent
substantial dilution or enlargement of the rights
granted to, or available for, participants in the Plan.
IN WITNESS WHEREOF, the Board of Directors has caused
its duly authorized member to execute this amendment on its
behalf this 1st day of November, 1993.
Shareowner approval 4/27/94
ROCHESTER TELEPHONE CORPORATION
By /S/ Josephine S. Trubek
---------------------------
Josephine S. Trubek
Its: Corporate Secretary
(72ED)
<PAGE>
<PAGE>
[9/5/91]
ROCHESTER TELEPHONE CORPORATION
DIRECTORS STOCK OPTION PLAN
1. PURPOSE
The purpose of this amended and restated
Rochester Telephone Corporation Directors Stock Option Plan (the
"Plan") is to enable the Company to attract and retain outside
directors and provide them with an incentive to maintain and
enhance the Company's long-term performance record. It is
intended that this purpose will best be achieved by granting
eligible directors non-qualified stock options ("options") under
this Plan pursuant to the rules set forth in Section 83 of the
Internal Revenue Code, as amended from time to time.
2. ADMINISTRATION
The Plan shall be administered by the Company's
Board of Directors (the "Board"). Subject to the provisions of
the Plan, the Board shall possess the authority, in its
discretion, (a) to prescribe the form of the option agreements
and any appropriate terms and conditions applicable to the
options; (b) to interpret the Plan; (c) to make and amend rules
and regulations relating to the Plan; and (d) to make all other
determinations necessary or advisable for the administration of
the Plan. The Board's determinations shall be conclusive and
binding. No member of the Board shall be liable for any action
taken or decision made in good faith relating to the Plan or any
option granted hereunder.
3. ELIGIBLE DIRECTORS
Options shall be granted under the Plan only to
members of the Company's Board of Directors who are not also
employees of the Company. Beneficial owners of more than five
percent of the common stock of the Company are not eligible to
receive any options under this Plan.
4. SHARES AVAILABLE
An aggregate of 100,000 shares of the Common
Stock (par value $1.00 per share) of the Company (subject to
substitution or adjustment as provided in Section 8 hereof)
shall be available for the grant of options under the Plan.
Such shares may be authorized and unissued shares. If an option
expires, terminates or is cancelled without being exercised, new
options may thereafter be granted covering such shares. No
option may be granted more than ten years after the effective
date of the Plan.
<PAGE>
<PAGE>
5. TERMS AND CONDITIONS OF OPTIONS
Each option granted under the Plan shall be
evidenced by an option agreement in such form as the Board shall
approve from time to time, which agreement shall conform with
this Plan and contain the following terms and conditions:
(a) Number of Shares. Each person who is an
eligible director on the Plan's effective date shall
receive an initial option to purchase 1000 shares of
the Company's Common Stock. At the date each year
after the effective date when new members are elected
to the Board, each eligible director who will be
serving on the new Board (whether newly elected or
continuing as a carryover director) shall receive an
option to purchase 1000 shares of the Company's Common
Stock.
An eligible director who begins Board service on
a date other than the date when new members are
normally elected to the Board shall receive a pro rata
grant to cover the partial year remaining until the
next Board election. The number of shares subject to
such option shall be 1000 multiplied by a fraction the
numerator of which is the number of full or partial
months in the period commencing on the first day of
the month following the new Board member's appointment
and ending on the next following date when new members
are elected to the Board and the denominator of which
is 12. Any fractional shares shall be rounded up to
the next highest whole number of shares.
(b) Exercise Price. The exercise price under
each option shall equal the fair market value of the
Common Stock at the time such option is granted. For
this purpose, fair market value shall equal the
closing price of the Company's Common Stock on the New
York Stock Exchange on the date an option is granted,
or, if there was no trading in such stock on the date
of such grant, the closing price on the last preceding
day on which there was such trading.
(c) Duration of Option. Each option by its
terms shall not be exercisable after the expiration of
ten years from the date such option is granted.
(d) Options Nontransferable. Each option by its
terms shall not be transferable by the optionee
otherwise than by will or the laws of
descent and distribution, and shall be exercisable,
during the optionee's lifetime, only by the optionee,
the optionee's guardian or the optionee's legal
representative.
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(e) Exercise Terms. Each option granted under
the Plan shall become exercisable with respect to
33 1/3 percent of the shares subject thereto on the
first anniversary of the date of grant and with
respect to an additional 33 1/3 percent of such shares
on each of the second and third anniversaries of such
date of grant. Options may be partially exercised
from time to time during the period extending from the
time they first become exercisable until the tenth
anniversary of the date of grant.
(f) Payment of Exercise Price. An option shall
be exercised upon written notice to the Company
accompanied by payment in full for the shares being
acquired. The payment shall be made in cash, by check
or, if the option agreement so permits, by delivery of
shares of Common Stock of the Company registered in
the name of the optionee, duly assigned to the Company
with the assignment guaranteed by a bank, trust
company or member firm of the New York Stock Exchange,
or by a combination of the foregoing. Any such shares
so delivered shall be deemed to have a value per share
equal to the fair market value of the shares on such
date. For this purpose, fair market value shall equal
the closing price of the Company's Common Stock on the
New York Stock Exchange on the date the option is
exercised, or, if there was no trading in such stock
on the date of such exercise, the closing price on the
last preceding day on which there was such trading.
(g) General Restriction. The Company shall not
be required to deliver any certificate upon the
exercise of an option until it has been furnished with
such opinion, representation or other document as it
may reasonably deem necessary to insure compliance
with any law or regulation of the Securities and
Exchange Commission or any other governmental
authority having jurisdiction under this Plan.
Certificates delivered upon such exercise may bear a
legend restricting transfer absent such compliance.
Each option shall be subject to the requirement that,
if at any time the Board shall determine, in its
discretion, that the listing, registration or
qualification of the shares subject to such option
upon any securities exchange or under any state or
federal law, or the consent or approval of any
governmental regulatory body, is necessary or
desirable as a condition of, or in connection with,
the granting of such option or the issue or purchase
of shares thereunder, such option may not be exercised
in whole or in part unless such listing, registration,
qualification, consent or approval shall have been
effected or obtained free of any conditions not
acceptable to the Board of Directors in the exercise
of its reasonable judgment.
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<PAGE>
6. TERMINATION OF EMPLOYMENT
If the optionee's employment as a director
terminates for any reason, any option may be exercised by the
optionee or, in the event of the optionee's death, by the
optionee's personal representative at any time prior to the
earlier of the expiration date of the option or the expiration
of one year after the date of termination, but only if, and to
the extent that, the optionee was entitled to exercise the
option at the date of such termination.
7. ADJUSTMENT OF SHARES
In the event of any change in the Common Stock of
the Company by reason of any stock dividend, stock split, stock
combination, recapitalization, reorganization, merger,
consolidation, or exchange of shares, or rights offering to
purchase Common Stock at a price substantially below fair market
value, or of any similar change affecting the Common Stock, the
number and kind of shares which thereafter may be subject to an
option under the Plan and the number and kind of shares set
forth in options under outstanding agreements and the price per
share shall be appropriately adjusted consistent with such
change in such manner as the Board may deem equitable to prevent
substantial dilution or enlargement of the rights granted to, or
available for, participants in the Plan.
8. NO EMPLOYMENT RIGHTS
The Plan and any options granted under the Plan
shall not confer upon any optionee any right with respect to
continuance as a director of the Company, nor shall they
interfere in any way with any right the Company may have to
terminate the optionee's position as a director at any time.
9. RIGHTS AS A SHAREHOLDER
The recipient of any option under the Plan shall
have no rights as a shareholder with respect thereto unless and
until certificates for shares of Common Stock are issued to the
recipient.
10. AMENDMENT AND DISCONTINUANCE
This Plan may be amended, modified or terminated
by the shareholders of the Company or by the Board of Directors,
provided that Plan provisions relating to the amount, price and
timing of awards may not be amended more than once every six
months other than to comport with changes in the Internal
Revenue Code or the regulations thereunder and provided further
that the Board may not, without approval of the shareholders,
materially increase the benefits accruing to participants under
the Plan, increase the maximum number of shares as to which
options may be granted under the Plan, change the minimum
exercise price, change the class of eligible persons, extend the
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<PAGE>
period for which options may be granted or exercised, or
withdraw the authority to administer the Plan from the Board or
a Committee of the Board. Notwithstanding the foregoing, to the
extent permitted by law, the Board may amend the Plan without
the approval of shareholders, to the extent it deems necessary
to cause the Plan to comply with Securities and Exchange
Commission Rule 16b-3 or any successor rule, as it may be
amended from time to time. Except as required by law, no
amendment, modification, or termination of the Plan may, without
the written consent of an optionee to whom any option shall
theretofore have been granted, adversely affect the rights of
such optionee under such option.
11. CHANGE IN CONTROL
(a) Notwithstanding other provisions of the
Plan, in the event of a change in control of the Company (as
defined in subsection (c) below), all of an optionee's options
shall become immediately vested and exercisable, unless directed
otherwise by a resolution of the Board adopted prior to and
specifically relating to the occurrence of such change in
control.
(b) In the event of a change in control each
optionee of an exercisable option (i) shall have the right at
any time thereafter during the term of such option to exercise
the option in full notwithstanding any limitation or restriction
in any option agreement or in the Plan, and (ii) may, subject to
Board approval and after written notice to the Company within 60
days after the change in control, or during the period ending
the twelfth business day following the first release for
publication by the Company after such change of control of a
quarterly or annual summary statement of earnings, which release
occurs at least six months following grant of the option,
whichever period is longer, receive, in exchange for the
surrender of the option or any portion thereof to the extent the
option is then exercisable in accordance with clause (i), an
amount of cash equal to the difference between the fair market
value (as determined by the Board) on the date of surrender of
the Common Stock covered by the option or portion thereof which
is so surrendered and the option price of such Common Stock
under the option.
(c) For purposes of this section "change in
control" means:
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1) there shall be consummated
i. any consolidation or merger of the Company
in which the Company is not the continuing
or surviving corporation or pursuant to
which any shares of the Company's common
stock are to be converted into cash,
securities or other property, provided that
the consolidation or merger is not with a
corporation which was a wholly-owned
subsidiary of the Company immediately before
the consolidation or merger; or
ii. any sale, lease, exchange or other transfer
(in one transaction or a series of related
transactions) of all, or substantially all,
of the assets of the Company; or
2) the shareholders of the Company approve any plan
or proposal for the liquidation or dissolution of
the Company; or
3) any person (as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")), shall
become the beneficial owner (within the meaning
of Rule 13d-3 under the Exchange Act), directly
or indirectly, of 30% or more of the Company's
then outstanding common stock, provided that such
person shall not be a wholly-owned subsidiary of
the Company immediately before it becomes such
30% beneficial owner; or
4) individuals who constitute the Board on the date
hereof (the "Incumbent Board") cease for any
reason to constitute at least a majority thereof,
provided that any person becoming a director
subsequent to the date hereof whose election, or
nomination for election by the Company's
shareholders, was approved by a vote of at least
three quarters of the directors comprising the
Incumbent Board (either by a specific vote or by
approval of the proxy statement of the Company in
which such person is named as a nominee for
director, without objection to such nomination)
shall be, for purposes of this clause (d),
considered as though such person were a member of
the Incumbent Board.
12. EFFECTIVE DATE
The effective date of the Plan shall be the date
this Plan is both approved by the Company's shareholders and the
New York State Public Service Commission has released an order
authorizing the issuance of Common Stock pursuant to this Plan.
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13. DEFINITIONS
Any terms or provisions used herein which are
defined in Sections 83 or 421, of the Internal Revenue Code as
amended, or the regulations thereunder or corresponding
provisions of subsequent laws and regulations in effect at the
time options are made hereunder, shall have the meanings as
therein defined.
14. GOVERNING LAW
To the extent not inconsistent with the
provisions of the Internal Revenue Code that relate to
non-qualified stock options, this Plan and any option agreement
adopted pursuant to it shall be construed under the laws of the
State of New York.
Dated: Sept. 17, 1991 ROCHESTER TELEPHONE CORPORATION
By: /s/ F. R. Pestorius
--------------------
Frederick R. Pestorius
Its: Vice President - Finance
EXHIBIT 5
ROCHESTER TEL LOGO
180 South Clinton Avenue
Rochester, New York 14646
July 8, 1994
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
RE: Rochester Telephone Corporation
Registration Statement on Form S-8
Registration No. 33-67430
Ladies and Gentlemen:
I am a Managing Attorney in the Legal Department of Rochester
Telephone Corporation (the "Company") and have acted on behalf
of the Company in connection with its Registration Statement
No. 33-67430 on Form S-8 to register under the Securities Act
of 1933, as amended (the "Act"), 100,000 shares of Common Stock
of the Company to be sold pursuant to the Company's Directors
Stock Option Plan (the "Plan"), which Registration Statement is
deemed, pursuant to Rule 416(a) under the Act, to now include
an aggregate of 200,000 shares of such Common Stock (the
"Shares").
I have examined and am familiar with originals or copies,
certified or otherwise identified to my satisfaction, of such
documents, corporate records and other instruments as I have
deemed necessary or appropriate in connection with rendering
this opinion.
Based on the foregoing, I am of the opinion that the stock
options in the Plan described in the Registration Statement
have been duly authorized by the Company for issuance to
eligible directors of the Company in accordance with the terms
of the Plan and that the Shares have been duly authorized by
the Company for issuance and will, when issued in accordance
with the terms of the Plan and the options granted thereunder,
be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to
the above-mentioned Registration Statement on Form S-8 and any
reference to me contained therein.
Very truly yours,
/s/ John T. Pattison
John T. Pattison
Managing Attorney
(84ED)
<PAGE>
EXHIBIT 23-2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement for
Post-Effective Amendment No. 1 on Form S-8 of Rochester
Telephone Corporation of our report, dated January 17, 1994,
which appears on page 32 of the 1993 Annual Report to Share
Owners of Rochester Telephone Corporation, which is
incorporated by reference in Rochester Telephone Corporation's
Annual Report on Form 10-K for the year ended December 31,
1993. We also consent to the incorporation by reference of our
report on the Financial Statement Schedules, which appears on
page 23 of such Annual Report on Form 10-K.
/s/ Price Waterhouse
PRICE WATERHOUSE
July 5, 1994
Rochester, New York
(74ED)
