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) 12/19/94
Frontier Corporation
(Exact name of registrant as specified in its charter)
New York 1-4166 16-0613330
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
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
Item 5 Other Events
On December 19, 1994, the shareowners of Rochester Telephone
Corporation approved the company's Corporate Restructuring and
Open Market Plan, effective January 1, 1995. As part of such
restructuring, the company's name was changed to Frontier
Corporation, effective December 22, 1994.
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.
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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.
Frontier Corporation
(Registrant)
Dated: December 28, 1994 By: /s/ Josephine S. Trubek
--------------------------
Josephine S. Trubek,
Corporate Secretary
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EXHIBIT INDEX
Exhibit Number Description
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99 Press Release dated Filed herewith
December 19, 1994 regard-
ing approval of Corporate
Restructuring
EXHIBIT 99
Contact:
Linda J. Crociata
(716) 777-7693
Rochester Tel Center
180 South Clinton Avenue
Rochester, New York 14646-0700
Media Relations:
Phone 716-777-1090
Fax 716-325-4624
For release:
December 19, 1994
Summary: Rochester Tel Shareowners Approve Corporate Restructuring
Earnings Cap Lifted; Rochester, NY Market Open to
Competition on January 1; Directors increase dividend by
2.5 percent
New York, New York -- December 19, 1994 -- The shareowners of Rochester
Telephone Corporation (NYSE: RTC) have approved the company's Corporate
Restructuring and Open Market Plan, effective January 1, 1995. As a
result of actions taken today, the Rochester, New York market will be
opened to competition for local telephone service. In addition, the
company will form an unregulated holding company to be named Frontier
Corporation.
Also today, the Rochester Tel Board of Directors increased the
regular quarterly dividend on common stock for the 35th consecutive
year. The new quarterly dividend will be 20.75 cents per share, an
increase of 2.5 percent. The next dividend will be payable February 1,
1995, to shareowners of record on January 13, 1995.
"This is a landmark day for the industry and for the customers of
Rochester Tel," said Ron Bittner, the company's president and chief
executive officer. "We thank our investors for their confidence and
look forward to a period of unprecedented opportunity for all of our
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Rochester Tel Plan Approved, page 2
stakeholders." Bittner added that the company's new name reflects its
nationwide scope as well as the company's legacy of innovation and
leadership.
All five proposals related to the plan were approved by
shareowners of common stock at a meeting held this morning at the
Pierre Hotel in New York City. The proposals included:
-- The Open Market Plan/Holding Company proposal;
-- A Common Stock Amendment to increase the number of authorized
shares of common stock from 100 million to 300 million shares;
-- A Preferred Stock Amendment to authorize 4 million shares of a
new class of preferred stock which would be designated as Class A
Preferred Stock;
-- A Redemption Provision Amendment to permit the redemption of
shares of the company's common stock to the extent necessary to prevent
the loss of any license or franchise from any governmental entity held
by the company or any of its subsidiaries; and
-- The Name Change Amendment to change the name of the company to
Frontier Corporation.
Under terms of the Open Market Plan, the company will receive
unprecedented regulatory relief. The operating telephone company in
Rochester, New York will no longer be regulated by the monopoly
standard of rate-of-return regulation, but instead by pure price
regulation. The local market for telephone service in Rochester will
be opened up to full competition, and consumer prices in Rochester will
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Rochester Tel Plan Approved, page 3
be reduced and frozen for seven years. The company's telephone
operations in Rochester will be divided into a competitive company --
Frontier Communications of Rochester -- and a network company, to be
called Rochester Telephone.
The Open Market Plan was first filed by the company in February of
1993 and approved by the New York State Public Service Commission on
October 13, 1994.
Under the Frontier identity system, RCI Long Distance will be
renamed Frontier Communications International. Two other long distance
entities, Long Distance North and Mid Atlantic Telecom, will be renamed
Frontier Communications of New England and Frontier Communications of
the Mid Atlantic, respectively. The telephone properties outside of
Rochester will each have a distinctive name related to Frontier
Communications.
After January 1, 1995, the company's new symbol on the New York
Stock Exchange will be FRO. The transition of signage, vehicles and
stationery will take place throughout 1995.
Rochester Telephone Corporation is a provider of integrated
telecommunications solutions to more than 1.5 million customers in the
Northeast, South and Midwest through its long distance, local telephone
and wireless communications operations. The pending acquisition of two
long distance companies will give the company a nationwide reach in
1995.
