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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 13, 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 13, 1994, Rochester Telephone Corporation ("RTC")
announced that it has renegotiated its previously announced cash tender
offer price for all the outstanding shares of WCT Communications.
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)
Barbara J. LaVerdi
Dated: October 13, 1994 By: --------------------------
Barbara J. LaVerdi
Assistant Secretary
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EXHIBIT INDEX
Exhibit Number Description
- - -------------- ------------
99 Press Release dated Filed herewith
October 13, 1994 regarding
renegotiation of previously
announced tender offer price
for WCT Communications, Inc.
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Rochester Tel Center
180 South Clinton Avenue
Rochester, New York 14646-0700
Media Relations:
Phone 716-777-1090
Fax 716-325-4624
Linda J. Crociata
(716) 777-7693
For Release: October 13, 1994
Summary: Rochester Tel and WCT Communications Renegotiate
Previously Announced Cash Tender Offer Price for all
the Outstanding Shares of WCT Communications
Rochester, New York -- October 13, 1994 -- As a result of
renegotiations between Rochester Telephone Corporation
(NYSE: RTC) and WCT Communications, Inc. (NASDAQ: WCTI),
Rochester Tel has agreed to increase the cash price that it
will pay upon consummation of its previously announced
tender offer for all of the stock of WCT to $7.10 per share
from approximately $7.05 per share, and to eliminate the
payment into escrow of an additional amount of approximately
$.27 per share.
The escrow would have been established in connection
with the consummation of the tender offer and second step
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merger to cover the costs and potential liability of certain
litigation against WCT. Any amounts not so used would have
been distributed to the holders of shares, options and
warrants of WCT.
The parties agreed to eliminate the escrow to simplify
the form of the transaction and to avoid the costs
associated with the establishment and maintenance of the
escrow. The cash price to be received by WCT shareholders
was renegotiated as an integral part of the parties'
decision to eliminate the escrow. The
elimination of the escrow was not based upon any additional
investigation by Rochester Tel of WCT's litigation exposure
since the signing of the Letter of Intent.
As previously announced by Rochester Tel and WCT, the
parties signed a Letter of Intent on October 9, 1994 which
provides that Rochester Tel will make a cash tender offer
for all of the stock of WCT which will be followed by a cash
merger in which any shares not tendered will be acquired at
the same price.
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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.
Since definitive agreements remain to be negotiated,
there can be no assurance that a transaction will ultimately
be consummated. The transaction is also subject to various
regulatory approvals, including that of the New York State
Public Service Commission and appropriate due diligence.
Rochester Tel is a provider of integrated
telecommunications services to more than 1.5 million
customers in 32 states in the Northeast, Midwest and South.
Its principal lines of business are long distance service,
local telephone operations and cellular service.
