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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 15, 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 15, 1994, Rochester Telephone Corporation ("RTC") announced
that it has executed an amended and restated Letter of Intent with
WCT Communications extending the period to November 7 under which the
parties will seek to execute definitive agreements. Additionally,
the parties have also agreed to effect the transaction by means of a
cash merger. As a result, the previously announced tender offer would
be withdrawn.
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)
/s/ Barbara J. LaVerdi
Dated: October 17, 1994 By: --------------------------
Barbara J. LaVerdi
Assistant Secretary
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EXHIBIT INDEX
Exhibit Number Description
- - -------------- ------------
99 Press Release dated Filed herewith
October 15, 1994 regarding
restated Letter of Intent and
withdrawal of previously
announced tender offer for WCT
Communications, Inc.
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Rochester Tel Center Media:
180 South Clinton Avenue Linda J. Crociata
Rochester, New York 14646 (716) 777-7693
Media Relations: Analysts:
Phone 716-777-1090 Philip H. Yawman
Fax 716-325-4624 (716) 777-6179
For release: October 15, 1994
Summary: Rochester Tel and WCT Sign Extended Letter of Intent at
Same Cash Consideration of $7.10 Per Share
Rochester, New York -- October 15, 1994 -- Rochester Telephone
Corporation (NYSE: RTC) and WCT Communications (NASDAQ: WCTI) today
announced that they have executed an amended and restated Letter of
Intent that extends the period to November 7 under which the parties
will seek to execute definitive agreements. The Letter of Intent
provides for the same consideration of $7.10 per share as was
previously announced. The parties have also agreed to effect the
transaction by means of a cash merger.
As a result, the parties agreed that the previously announced tender
offer, which was scheduled to commence on Monday, October 17 by Rochester
Tel for all the outstanding shares of WCT at $7.10 per share, would be
withdrawn because the parties have not yet signed definitive agreements.
The restated Letter of Intent may be terminated by either party if
definitive agreements have not been executed and the respective Boards
of Directors of Rochester Tel and WCT have not approved the acquisition
by November 7, 1994. The Letter of Intent contemplates the satisfactory
completion of due diligence by Rochester Tel by November 7, 1994.
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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 remains subject to several conditions, including necessary
regulatory approvals, including those of the New York State Public
Service Commission, if required, and the California Public Utilities
Commission. However, since due diligence will be completed prior to
execution of the definitive agreements, the consummation of the cash
merger will not be subject to further due diligence.
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.
