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Registration No. 33-67432
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
EXECUTIVE 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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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
Restated Executive 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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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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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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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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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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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
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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
RESTATED EXECUTIVE STOCK OPTION
PLAN
/s/ Janet F. Sansone
By: -------------------------
Janet F. Sansone
Corporate Vice President
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EXHIBIT INDEX
Exhibit No. Description
4-1 Rochester Telephone Corporation Herewith
Restated Executive Stock Option Plan
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 Telphone 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
(66ED)
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EXHIBIT 4-1
ROCHESTER TELEPHONE CORPORATION
RESTATED EXECUTIVE STOCK OPTION PLAN
1. PURPOSE
The purpose of this amended and restated Rochester
Telephone Corporation Executive Stock Option Plan (the "Plan")
is to enable the Company to attract and retain key employees
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 key
employees incentive stock options ("ISO's") and/or
non-qualified stock options ("NQSO's") under this Plan pursuant
to the rules set forth in Sections 83 and 422 of the Internal
Revenue Code, as amended from time to time.
2. ADMINISTRATION
The Plan shall be administered by a committee
consisting of two or more members of the Company's Board of
Directors (the "Committee") none of which during the twelve
months prior to commencement of service on the Committee, or
during such service, has been granted or awarded any equity,
security or derivative security of the Company pursuant to the
Plan or, except as permitted by Rule 16 b-3 (c)(2)(i) pursuant
to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), any other plan of the Company. Subject to the
provisions of the Plan, the Committee shall possess the
authority, in its discretion, (a) to determine the key
employees of the Company to whom, and the time or times at
which, ISO's and/or NQSO's (collectively referred to as
"options") shall be granted and the number of shares to be
subject to each option; (b) to determine at the time of grant
whether an option will be an ISO or a NQSO; (c) to prescribe
the form of the option agreements and any appropriate terms and
conditions applicable to the options; (d) to interpret the
Plan; (e) to make and amend rules and regulations relating to
the Plan; and (f) to make all other determinations necessary or
advisable for the administration of the Plan. The Committee's
determinations shall be conclusive and binding. No member of
the Committee shall be liable for any action taken or decision
made in good faith relating to the Plan or any option granted
hereunder.
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3. ELIGIBLE KEY EMPLOYEES
Options may be granted under the Plan only to key
employees of the Company and its subsidiaries (which shall
include all corporations of which at least fifty percent of the
voting stock is owned by the Company directly or through one or
more corporations at least fifty percent of the voting stock of
which is so owned) who have the capability of making a
substantial contribution to the success 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 1,000,000 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.
5. TERMS AND CONDITIONS OF ISO's
Each ISO granted under the Plan shall be
evidenced by an ISO option agreement in such form as the
Committee shall approve from time to time, which agreement
shall conform with this Plan and contain the following terms
and conditions:
(a) 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, 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.
(b) 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.
(c) 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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(d) 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.
No outstanding option may be exercised by
any person if the Employee to whom the option is
granted is, or at any time after the date of grant has
been, in competition with the Company or an affiliated
company, including Upstate Partners. The Committee
has the sole discretion to determine whether an
employee's actions constitute competition with the
Company or an affiliated company, including Upstate
Partners. The Committee may impose such other terms
and conditions on the exercise of options as it deems
appropriate to serve the purposes for which this Plan
has been established.
(e) Maximum Value of ISO Shares. No ISO shall
be granted to an employee under this Plan or any other
ISO plan of the Company or its subsidiaries to
purchase shares as to which the aggregate fair market
value (determined as of the date of grant) of the
Common Stock which first become exercisable by the
employee in any calendar year exceeds $100,000.
(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.
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(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
Committee 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 Committee of
Directors in the exercise of its reasonable judgment.
6. TERMS AND CONDITIONS FOR NQSO'S
Each NQSO granted under the Plan shall be
evidenced by a NQSO option agreement in such form as the
Committee shall approve from time to time, which agreement
shall conform to this Plan and contain the same terms and
conditions as the ISO option agreements except that the maximum
value of share rules of Section 5(e) shall not apply to NQSO
grants. To the extent an option initially designated as an ISO
exceeds the value limit of Section 5(e), it shall be deemed a
NQSO and shall otherwise remain in full force and effect.
7. TERMINATION OF EMPLOYMENT
If the employment of an optionee terminates by
reason of the optionee's death, any option may be exercised by
the optionee's designated beneficiary (or personal
representative if there is no designated beneficiary) at any
time prior to the earlier of the expiration date of the option
or the expiration of three years after the date of death, but
only if, and to the extent that, the optionee was entitled to
exercise the option at the date of death. If the employment of
an optionee terminates at any time on or after the optionee is
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entitled to receive an early retirement service pension or a
normal service pension under Sections 5.1, 5.2, or 5.3 of the
Management Pension Plan, or the equivalent plan if the optionee
is not a participant in the Management Pension Plan, the
optionee may exercise any options pursuant to the terms of the
option agreement governing such options. Upon termination of
the optionee's employment for any reason other than retirement
or death, all options held by the optionee, whether vested or
not, shall be forfeited. An option that remains exercisable
after the expiration of three months from termination of
employment shall be treated as a NQSO after three months even
if it would have been treated as an ISO if exercised within
three months of termination. Notwithstanding the foregoing, an
option may not be exercised after retirement if the Committee
reasonably determines that the termination of employment of
such optionee resulted from willful acts, or failure to act, by
the optionee detrimental to the Company or any of its
subsidiaries.
Unless otherwise determined by the Committee, an
authorized leave of absence shall not constitute a termination
of employment for purposes of this Plan.
For purposes of this Section 7, optionees who
transfer employment within the Rochester Tel Group of
companies, including Upstate Partners, shall not be considered
to have terminated employment. Any such transferred optionees
shall remain eligible to exercise previously granted options in
accordance with their terms as if no termination occurred and
shall be eligible to receive additional options pursuant to the
terms of employment with their new employer.
8. 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.
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9. WITHHOLDING TAXES
Whenever the Company proposes or is required to
issue or transfer shares of Common Stock under the Plan, the
Company shall have the right to require the optionee to remit
to the Company an amount sufficient to satisfy any federal,
state and/or local withholding tax requirements prior to the
delivery of any certificate or certificates for such shares.
Whenever under the Plan payments are to be made in cash, such
payments shall be net of an amount sufficient to satisfy any
federal, state and/or local withholding tax requirements.
10. 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 an employee of the Company or any subsidiary,
nor shall they interfere in any way with the right of the
Company or any subsidiary to terminate the optionee's position
as an employee at any time.
11. 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.
12. AMENDMENT AND DISCONTINUANCE
This Plan may be amended, modified or terminated
by the shareholders of the Company or by the Committee on
Management, except that the Committee 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 period for which options may be granted or
exercised, or withdraw the authority to administer the Plan
from the Committee or a committee of the Committee consisting
solely of disinterested Committee members. Notwithstanding the
foregoing, to the extent permitted by law, the Committee 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.
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13. 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 Committee 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 Committee approval and after written notice to
the Company within 60 days after the change in control, or, if
the optionee is an officer subject to Section 16 of the
Exchange Act, 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
Committee) 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:
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
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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 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 Committee on the
date hereof (the "Incumbent Committee") 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 Committee (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
Committee.
14. 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.
15. DEFINITIONS
Any terms or provisions used herein which are
defined in Sections 83, 421, or 422 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.
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<PAGE>9
16. GOVERNING LAW
To the extent not inconsistent with the
provisions of the Internal Revenue Code that relate to
incentive stock options and 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: 11/15/93 ROCHESTER TELEPHONE CORPORATION
Shareowner approval 4/27/94
/s/ Josephine S. Trubek
By ----------------------------
Josephine S. Trubek
Its: Corporate Secretary
(67ED)
<PAGE>
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. 33-67432
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. 33-67432 on Form S-8 to register under the Securities Act
of 1933, as amended (the "Act"), 300,000 shares of Common Stock
of the Company to be sold pursuant to the Company's Executive
Stock Option Plan (the "Plan"), which Registration Statement is
deemed, pursuant to Rule 416(a) under the Act, to now include
an aggregate of 600,000 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 employees 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
(83ED)
<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
(70ED)
