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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 10, 1994
Rochester Telephone Corporation
(Exact name of registrant as specified in its charter)
New York 1-4166 16-0613330
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
180 South Clinton Avenue
Rochester, New York 14646
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (716) 777-1000
100 Midtown Plaza, Rochester, New York
(Previous address of principal executive offices)
Item 5 Other Events
On October 10, 1994, Rochester Telephone Corporation ("RTC")and
WCT Communications, Inc. ("WCT"), jointly announced that RTC has made a
tender offer for WCT.
As permitted by General Instruction F to Form 8-K, the Registrant
incorporates by reference the information contained in the press release
which is filed as an Exhibit to this Report on Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf of the undersigned hereunto duly authorized.
Rochester Telephone Corporation
(Registrant)
Dated: October 11, 1994 By: Barbara J. Laverdi
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Barbara J. LaVerdi
Assistant Secretary
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EXHIBIT INDEX
Exhibit Number Description
- - -------------- ---------------
99 Press Release dated Filed herewith
October 10, 1994 regarding
tender offer for WCT
Communications, Inc.
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Contact: See last page
Rochester Tel
180 South Clinton Avenue
Rochester, NY 14646-0700
Media Relations:
Phone (716) 777-1090
Fax (716) 325-4624
For Release: October 10, 1994
Summary: ROCHESTER TEL TO ACQUIRE WCT COMMUNICATIONS
RCI Expands to Become Nationwide Company
Rochester, New York -- October 10, 1994 -- In its largest long distance
acquisition to date, Rochester Telephone Corporation (NYSE: RTC) will
acquire the California-based WCT Communications, Inc. (NASDAQ: WCTI).
Rochester Tel and WCT announced that they signed a Letter of
Intent which provides that Rochester Tel will make a cash tender offer
for all of the stock of WCT for $7.325 in cash for each share of WCT,
as more fully described later in this release. The total consideration
will be approximately $110 million in cash. The transaction is subject
to several conditions, including the approval of the Rochester Tel
Board of Directors, the WCT Board, necessary regulatory approvals, and
appropriate due diligence.
Once the transaction is finalized, WCT's interexchange operations
will be merged into Rochester Tel's long distance operation, RCI Long
Distance. RCI, with annualized revenues of over $300 million, is
currently the nation's ninth largest long distance carrier. WCT had
revenues of $103 million in its fiscal year ended June 30, 1994.
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"This acquisition is an important milestone for Rochester Tel and
the next logical step for RCI," said Ronald L. Bittner, Rochester Tel's
chief executive officer. "The acquisition of WCT will accelerate RCI's
nationwide long distance expansion by at least a year. Geographically,
WCT is an excellent match, with service in 45 states and switches in
major metropolitan areas we have already targeted for expansion," said
Bittner.
WCT has switches in Los Angeles, San Francisco, Chicago, Dallas,
Atlanta and Seattle, while RCI maintains switches in Philadelphia,
Cleveland, Atlanta, Chicago, New York City, Washington, DC, Rochester,
NY, Burlington, VT and Manchester, NH. RCI, which was launched as a
regional long distance carrier in 1984, has introduced 1-plus services
nationwide over the last several years and now markets in 20 states in
the Midwest, South and Northeast.
Bittner added that WCT's customer base of small and mid-sized
business, and its growing retail presence, are a good match for RCI.
"RCI also has a strong base of mid-sized business accounts," said
Bittner, "and a growing retail base. RCI's retail revenues increased
by 43 percent in 1993 alone." A significant contributor to the growth
has been the popularity of RCI's Budget Call service, a direct-dial
retail product offering that does not require a customer to change long
distance carriers, now available in 16 states.
"This transaction is the right fit for WCT," said Richard Frockt,
chief executive officer of WCT. "We have built a strong company that
now needs to be part of a larger organization such as Rochester Tel and
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RCI. Our compatible philosophies and Rochester Tel's reputation as a
leader in the industry make this an excellent alliance."
Of the $7.325 per share, approximately $7.05 will be paid in cash
for each share of WCT common stock outstanding on the closing of the
tender offer and approximately $.27 will be payable for each share and
for each option and warrant to purchase a share of WCT. The $.27 shall
be deposited into escrow at the closing to cover the costs and
potential liability of certain litigation against WCT. Any amounts not
so used will be distributed to the holders of share options and
warrants as described above.
The cash tender offer will be followed by a cash merger in which
any shares not tendered will be acquired at the same price. The Letter
of Intent provides that the acquisition will not be subject to a
financing contingency. Richard Frockt and Christopher Edgecomb,
executive vice president, who between them hold approximately 30
percent of WCT's outstanding common stock, have agreed to tender their
shares to Rochester Tel in connection with the offer.
The tender offer will commence no later than October 17, 1994,
subject to the negotiation and execution of definitive documentation
and the approval of the acquisition by the respective Boards of
Directors of Rochester Tel and WCT no later than noon, New York City
time, on October 16, 1994. If the respective Boards of Directors of
Rochester Tel and WCT have not approved the acquisition by such time,
the Letter of Intent may be terminated by either party.
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Since definitive agreements remain to be negotiated, there can be
no assurance that a transaction will ultimately be consummated. The
transaction requires various regulatory approvals, including that of
the New York State Public Service Commission ("NYSPSC").
Rochester Tel has acquired four other long distance companies over
the last three years: Long Distance North (Burlington, VT) and Taconic
Long Distance (Albany, NY) in 1991, and Budget Call Long Distance and
Mid Atlantic Telecom (Washington, DC) in 1993. Total long distance
revenues have grown from less than $144 million in 1990 to annualized
revenue of more than $300 million for 1994.
Based in Rochester, New York, Rochester Telephone Corporation is a
provider of integrated telecommunications services to more than 1.5
million customers in 32 states in the Northeast, Midwest and South.
Rochester Tel's principal lines of business are long distance service,
local telephone operations and cellular service. Its innovative Open
Market Plan, which would make Rochester the first community in the
country to be open to competition for local telephone service, will be
considered by the NYSPSC on October 13.
PROFILE OF BOTH COMPANIES FOLLOWS. MAP OF COMBINED OPERATION AVAILABLE
THROUGH PR NEWSWIRE PHOTOSHOP.
Contacts:
For Rochester Tel:
Linda J. Crociata (media) -- (716) 777-7693
Philip H. Yawman (investors) -- (716) 777-6179
John K. Purcell, Corporate V.P.- Partnering & Alliances-(716)777-7944
Louis L. Massaro, Corporate V.P. and Treasurer -- (716) 777-7940
For WCT Communications:
Martin Nason, Chief Financial Officer -- (805) 963-2423
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COMBINED RCI/WCT PROFILE
Revenues: $366 million
Switch locations: 13
WCT Communications, Inc.
Revenues for fiscal year ending June 30, 1994: $103 million
WCT entered the long distance business in 1989. The company has
two primary areas of business: wholesale services in which the company
provides termination services for other long distance carriers and
resellers; and retail services in which the company provides both long
distance and local services, principally to small and mid-size
businesses. WCT controls one of the most extensive long-distance
networks in California.
In its fiscal year ended June 30, 1994, WCT's wholesale and retail
commercial customers accounted for approximately 60 percent and 40
percent, respectively, of total revenues.
RCI - Rochester Tel's Long Distance Operation
1993 Revenues: $263 million
RCI Long Distance provides a full range of long distance voice,
video and data communications services for business and residential
customers in the Northeast, Midwest, Mid-Atlantic and several southern
states. Through reciprocal arrangements with other long distance
carriers, RCI provides interconnections to the entire United States and
200 countries around the world, including direct dial services between
countries outside of the U.S.
Launched in 1984, RCI has built a robust network employing digital
switching systems, fiber optics, terrestrial microwave and SS7, the
latest industry-standard switching technology. With a network
availability rating of 99.9976 percent, the RCI network exceeds the
industry benchmarks for excellence.
Growth in long distance services over the past several years has
come from sales and marketing of the company's products; numerous
value-oriented programs and partnerships; the establishment of a resale
operation in communities served by the company's telephone
subsidiaries; and the acquisition of four long distance companies.
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A chart depicting the Combined RCI/WCT Network is attached to the press
release. The chart indicates RCI Switching Centers, RCI DS-3 Major
Points of Presence, RCI DS-3 Backbone Network, WCT Switching Centers, WCT
DS-3 Major Points of Presence and WCT DS-3 Back Network across the
continental U.S.
