<PAGE>1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A-2
Under the Securities Exchange Act of 1934
ROCHESTER TELEPHONE CORPORATION
Common Stock ( par value $1.00 per share)
(Title of Class of Securities)
771758 10 9
(CUSIP Number)
Don A. Jensen, Vice President and Secretary
Sprint Corporation
P. O. Box 11315
Kansas City, Missouri 64112
(913) 624-3326
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
February 15, 1994
(Date of Event which Requires Filing of this
Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [ ].
<PAGE>2
<TABLE>
<CAPTION>
SCHEDULE 13D
CUSIP NO. 771758 10 9
<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Sprint Corporation
I.R.S. Identification No. 48-0457967
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) [ ]
(B) [ ]
N/A
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) and 2(E) [ ]
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas
7 SOLE VOTING POWER
NUMBER OF None
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH None
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON None
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
None
14 TYPE OF REPORTING PERSON*
CO HC
</TABLE>
<PAGE>3
<TABLE>
<CAPTION>
SCHEDULE 13D
CUSIP NO. 771758 10 9
<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Centel Corporation
I.R.S. Identification No. 48-0498479
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) [ ]
(B) [ ]
N/A
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) and 2(E) [ ]
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas
7 SOLE VOTING POWER
NUMBER OF None
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH None
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON None
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
None
14 TYPE OF REPORTING PERSON*
CO HC
</TABLE>
<PAGE>4
<TABLE>
<CAPTION>
SCHEDULE 13D
CUSIP NO. 771758 10 9
<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
C FON Corporation
I.R.S. Identification No. 51-0351474
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) [ ]
(B) [ ]
N/A
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) and 2(E) [ ]
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF None
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH None
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON None
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
None
14 TYPE OF REPORTING PERSON*
CO
</TABLE>
<PAGE>5
This Amendment No. 2 (the "Amendment") relates to the Statement
on Schedule 13D filed by Centel Corporation, a Kansas corporation ("Centel")
on January 30, 1991 (the "13D") and Amendment No. 1 to the 13D filed by
Centel on August 10, 1991 ("Amendment No. 1") (the 13D and Amendment
No. 1 are collectively referred to herein as the "Schedule") with regard
to the beneficial ownership of shares of Common Stock (as defined in Item 1
below) of Rochester Telephone Corporation.
Item 1. Security and Issuer
The title of the class of equity securities to which this Amendment
relates is common stock, par value $1.00 per share (the "Common Stock"), of
Rochester Telephone Corporation, a New York corporation (the "Issuer").
The address of the principal executive offices of the Issuer is 180
South Clinton Avenue, Rochester, New York 14646-0700.
Item 2. Identity and Background.
Pursuant to the terms of an Agreement and Plan of Merger dated as of
May 27, 1992, as amended, among Sprint Corporation, a Kansas
corporation ("Sprint"), Centel and F W Sub Inc., Centel became a wholly-owned
subsidiary of Sprint effective as of March 9, 1993.
This Amendment is filed on behalf of (1) Sprint, the parent
corporation of Centel, with its principal place of business and
principal office located at 2330 Shawnee Mission Parkway, Westwood, Kansas
66205, (2) Centel, a wholly owned subsidiary of Sprint, with its principal
place of business and principal office located at 2330 Shawnee Mission
Parkway, Westwood, Kansas 66205 and (3) C FON Corporation, a Delaware
corporation and a wholly owned subsidiary of Centel ("C FON"), with its
sole place of business located at 2500 West 4th Street, Wilmington,
Delaware 19805. Sprint is a diversified telecommunications holding
company which owns subsidiaries which provide local exchange,
cellular/wireless and domestic and international long-distance
telecommunications services. Centel owns subsidiaries which provide
local exchange and other telecommunications services. C FON was formed by
Centel on August 27, 1993 and is an investment management company
which engages in the maintenance and management of intangible assets.
Each of Sprint, Centel and C FON has executed a Joint Filing
Agreement consenting to the joint filing by them of this Amendment.
Such Joint Filing Agreement is filed as Exhibit 6 to this Amendment and is
incorporated herein by reference.
(a) - (c), (f) The following tables set forth the name, title,
business address and present principal occupation for each of the
executive officers and directors of Sprint, Centel and C FON. All are
citizens of the United States.
<PAGE>6
<TABLE>
<CAPTION>
DIRECTORS OF SPRINT
Name Principal Occupation
<S> <C>
DuBose Ausley President of Ausley, McMullen, McGehee,
Carothers and and Proctor, P.A., a law
firm
Warren L. Batts Chairman and CEO, Premark International,
Inc., a diversified consumer products
company
Ruth M. Davis President and CEO, The Pymatuning Group, Inc.
a technology management services company
Joseph L. Dionne Chairman and CEO, McGraw-Hill, Inc., a
publisher
William T. Esrey Chairman and CEO of Sprint
Donald J. Hall Chairman, Hallmark Cards, Inc., manufacturer
of greeting cards
Paul H. Henson Chairman, Kansas City Southern Industries,
Inc., a railroad and financial services
holding company
Harold S. Hook Chairman and CEO, American General
Corporation, a financial services holding
corporation
Robert E.R. Huntley Counsel to Hunton & Williams, a law firm
George N. Hutton, Jr. Private investor
Ronald T. LeMay President - Long Distance Division of Sprint
Linda Koch Lorimer Secretary of the University, Yale University
Charles H. Price II Chairman of the Board, Mercantile Bank of
Kansas City
Frank E. Reed President and CEO, Philadelphia National Bank
Charles E. Rice Chairman and CEO, Barnett Banks, Inc., a bank
holding company
Stewart Turley Chairman, President and CEO, Jack Eckerd
Corporation, a diversified retailer
<CAPTION>
Business Address
<C>
Ausley, McMullen, McGehee, Carothers
and Proctor, P.A.
Washington Square Building
P.O. Box 391
Tallahassee, FL 32302
Premark International, Inc.
1717 Deerfield Road
Deerfield, IL 60015
The Pymatuning Group, Inc.
Suite 570
4900 Seminary Road
Alexandria, VA 22311
McGraw-Hill, Inc.
1221 Avenue of the Americas
New York, NY 10020
Sprint Corporation
P.O. Box 11315
Kansas City, MO 64112
Hallmark Cards, Inc.
P.O. Box 419580
Kansas City, MO 64141-6508
Sprint Corporation
Suite 210
4200 Somerset
Prairie Village, KS 66208
American General Corporation
P.O. Box 3247
Houston, TX 77253
Hunton & Williams
Riverfront Plaza - East Terrace
17th Floor
951 East Byrd Street
Richmond, VA 23219
George N. Hutton Company
P.O. Box 158
Hickory, NC 28603
Sprint Corporation
P.O. Box 11315
Kansas City, MO 64112
Office of the Secretary
Yale University
P.O. Box 208230
New Haven, CT 06520
Mercantile Bank of Kansas City
Suite 300
One West Armour Boulevard
Kansas City, MO 64111
Philadelphia National Bank
FC 1-1-2-2
P.O. Box 7618
Philadelphia, PA 19101-7618
Barnett Banks, Inc.
P.O. Box 40789
Jacksonville, FL 32203-0789
Jack Eckerd Corporation
P.O. Box 4689
Clearwater, FL 34618
</TABLE>
<TABLE>
<CAPTION>
EXECUTIVE OFFICERS OF SPRINT WHO ARE NOT ALSO DIRECTORS
Name Title
<S> <C>
Dennis E. Foster President-Cellular and Wireless Division
D. Wayne Peterson President-Local Telecommunications Division
J. Richard Devlin Executive Vice President-Law and External
Affairs
Arthur B. Krause Executive Vice President-Chief Financial
Officer
Gene M. Betts Senior Vice President-Financial Services and
Taxes
John R. Hoffman Senior Vice President-External Affairs
A. Allan Kurtze Senior Vice President-Operations, Local
Telecommunications Division
John P. Meyer Senior Vice President and Controller
Theodore H. Schell Senior Vice President-Strategic Planning/
Business Development
Richard C. Smith, Jr. Senior Vice President-Quality Development
and Public Relations
M. Jeannine Strandjord Senior Vice President and Treasurer
I. Benjamin Watson Senior Vice President-Human Resources
Don A. Jensen Vice President and Secretary
<CAPTION>
Business Address
<C>
Sprint Cellular Company
8725 Higgins Road
Chicago, IL 60631
Sprint Corporation
P.O. Box 11315
Kansas City, MO 64112
Sprint Corporation
P.O. Box 11315
Kansas City, MO 64112
Sprint Corporation
P.O. Box 11315
Kansas City, MO 64112
Sprint Corporation
P.O. Box 11315
Kansas City, MO 64112
Sprint Corporation
P.O. Box 11315
Kansas City, MO 64112
Sprint Corporation
P.O. Box 11315
Kansas City, MO 64112
Sprint Corporation
P.O. Box 11315
Kansas City, MO 64112
Sprint Corporation
P.O. Box 11315
Kansas City, MO 64112
Sprint Corporation
P.O. Box 11315
Kansas City, MO 64112
Sprint Corporation
P.O. Box 11315
Kansas City, MO 64112
Sprint Corporation
P.O. Box 11315
Kansas City, MO 64112
Sprint Corporation
P.O. Box 11315
Kansas City, MO 64112
</TABLE>
<TABLE>
<CAPTION>
DIRECTORS AND EXECUTIVE OFFICERS OF CENTEL
Name Title Principal Occupation
<S> <C> <C>
William T. Esrey President Chairman and CEO of Sprint
J. Richard Devlin Director and Executive Executive Vice President-Law
Vice President and External Affairs of
Sprint
Arthur B. Krause Director and Executive Executive Vice President-Chief
Vice President Financial Officer of Sprint
John P. Meyer Senior Vice President- Senior Vice President and
Controller Controller of Sprint
M. Jeannine Strandjord Senior Vice President- Senior Vice President and
Treasurer Treasurer of Sprint
A. Allan Kurtze Senior Vice President Senior Vice President-
Operations, Local
Telecommunications Division
of Sprint
Don A. Jensen Director, Vice Vice President and Secretary
President and Secretary of Sprint
<CAPTION>
Business Address
<C>
Sprint Corporation
P.O. Box 11315
Kansas City, MO 64112
Sprint Corporation
P.O. Box 11315
Kansas City, MO 64112
Sprint Corporation
P.O. Box 11315
Kansas City, MO 64112
Sprint Corporation
P.O. Box 11315
Kansas City, MO 64112
Sprint Corporation
P.O. Box 11315
Kansas City, MO 64112
Sprint Corporation
P.O. Box 11315
Kansas City, MO 64112
Sprint Corporation
P.O. Box 11315
Kansas City, MO 64112
</TABLE>
<PAGE>9
<TABLE>
<CAPTION>
DIRECTORS AND EXECUTIVE OFFICERS OF C FON
Name Title Principal Occupation
<S> <C> <C>
Mark V. Beshears Director Assistant Vice President-State
and Local Tax of Sprint
Robert C. Campbell Director President and general manager
of various corporations
Andrew Panaccione President and Accountant for various
Treasurer corporations
Roseanne Brown Vice President and Administrative assistant for
Secretary corporations
Daniel E. Doherty Director and Assistant Attorney, Sprint
Secretary
<CAPTION>
Business Address
<C>
Sprint Corporation
P.O. Box 11315
Kansas City, MO 64112
5 West 8th Street
Wilmington, DE 19808
4th Street Plaza, Suite 11
2500 West 4th Street
Wilmington, DE 19805
4th Street Plaza, Suite 11
2500 West 4th Street
Wilmington, DE 19805
Sprint Corporation
P.O. Box 11315
Kansas City, MO 64112
</TABLE>
(d) None of Sprint, Centel or C FON has been convicted in a
criminal proceeding during the last five years (excluding traffic violations
and similar misdemeanors). To the best knowledge of Sprint, Centel and C FON,
none of the executive officers or directors of Sprint, Centel or C FON has
been convicted in a criminal proceeding during the last five years (excluding
traffic violations and similar misdemeanors).
(e) During the last five years, none of Sprint, Centel or C FON has
been a party to any civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which Sprint, Centel or C FON was
or is subject to a judgment, decree, or final order enjoining future
violation of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
To the best knowledge of Sprint, Centel and C FON, during the past five
years, none of the executive officers or directors of Sprint, Centel or
C FON has been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which any of
them was or is subject to a judgment, decree, or final order enjoining
future violation of, or prohibiting or mandating activities subject to,
federal or states securities laws or finding any violation with respect
to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
N/A
<PAGE>10
Item 4. Purpose of Transaction.
Pursuant to the terms of a Securities Agreement, dated as of June
30, 1991, between Centel and the Issuer, a copy of which was filed as
Exhibit 5 to the Schedule, the Issuer filed with the Securities and
Exchange Commission Registration Statements on Form S-3, Nos. 33-40824
and 33-51601, as amended (the "Registration Statements"). C FON is
named as a Selling Stockholder in the Prospectus to the Registration
Statements (the "Prospectus"). On February 15, 1994 (the "Closing
Date"), all 2,885,000 shares of the Common Stock of the Issuer
which are the subject of the Schedule (the "Shares") were sold in a public
offering pursuant to the terms of the Prospectus (the "Sale"). The
proceeds to C FON from the Sale (after deducting the underwriting
discount) were $117,708,000. As of the Closing Date, none of
Sprint, Centel or C FON beneficially owns any shares of the Common Stock
of the Issuer.
None of Sprint, Centel or C FON have any current plans or
proposals which relate to or would result in any actions enumerated in the
text of Item 4.
Item 5. Interest in Securities of the Issuer.
a) As of February 15, 1994, none of Sprint, Centel or C FON
beneficially owns any shares of the Common Stock of the Issuer. As of
December 31, 1993, Frank E. Reed, a director of Sprint, owned 1,000
shares of the Common Stock of the Issuer (the "Reed Shares"). None of
Sprint, Centel or C FON claims any beneficial ownership in the Reed
Shares. To the best knowledge of Sprint, Centel and C FON, none of the
other executive officers or directors of Sprint, Centel or C FON
beneficially owns any shares of the Common Stock of the Issuer.
b) Mr. Reed has the sole power to vote and dispose of the Reed
Shares.
c) On December 17, 1993, Centel transferred the Shares to C
FON, a wholly-owned subsidiary of Centel. On February 15, 1994, C FON sold
the Shares in an underwritten public offering on the terms and conditions
described in the answer to Item 4 provided above.
d) To the best knowledge of Sprint, Centel and C FON, no other
person has the right to receive or the power to direct the receipt of the
proceeds from the Sale.
e) As of February 15, 1994, none of Sprint, Centel or C FON was
the beneficial owner of more than five percent of the Common Stock of the
Issuer.
<PAGE>11
Item 6. Contracts, Arrangements, Understandings, or Relationships
with respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
6. Joint Filing Agreement, dated February 15, 1994, among
Sprint, Centel and C FON.
<PAGE>12
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: February 16, 1994
SPRINT CORPORATION
By:/s/ Don A. Jensen
Don A. Jensen
Vice President and Secretary
<PAGE>13
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: February 16, 1994
CENTEL CORPORATION
By:/s/ Don A. Jensen
Don A. Jensen
Vice President and Secretary
<PAGE>14
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: February 16, 1994
C FON CORPORATION
By:/s/ Andrew Panaccione
Name:Andrew T. Panaccione
Title:President
<PAGE>15
INDEX TO EXHIBITS
Exhibit Exhibit Page
No.
6 Joint Filing Agreement, dated February 15, 16
1994, amount Sprint Corporation, Centel
Corporation and C FON Corporation
<PAGE>1
EXHIBIT 6
JOINT FILING AGREEMENT
The undersigned (each, a "Filer" and collectively, the "Filers")
for purposes of filing an Amendment to a Schedule 13D pursuant to
Securities and Exchange Commission Rule 13d-1(f)(i) each hereby agree:
(a) each Filer is individually responsible for the timely filing of
any further amendments to the Schedule 13D, and for the completeness and
accuracy of the information concerning themselves, but is not
responsible for the completeness and accuracy of any of the information
contained in the Schedule 13D, as amended, as to any other Filer, unless
such Filer knows or has reason to believe that the information is inaccurate;
(b) this Schedule 13D, as amended, contains the required
information with regard to each Filer and indicates that it is filed on
behalf of all Filers;
(c) each Filer agrees that the Schedule 13D, as amended, to which
this Joint Filing Agreement is attached as Exhibit 6 is filed on its
behalf ; and
(d) this Joint Filing Agreement may be executed in
counterparts.
Dated: February 15, 1994
SPRINT CORPORATION
By:/s/ Don A. Jensen
Don A. Jensen
Vice President and Secretary
CENTEL CORPORATION
By:/s/ Don A. Jensen
Don A. Jensen
Vice President and Secretary
C FON CORPORATION
By:/s/ Andrew Panaccione
Name:Andrew T. Panaccione
Title:President
