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Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ROCHESTER TELEPHONE CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK 16-0613330
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
-------------------------------- -------------------
180 South Clinton Avenue Rochester, New York 14646-0700
(Address of Principal Executive Offices) (Zip Code)
ROCHESTER TELEPHONE CORPORATION
RESTATED EXECUTIVE STOCK OPTION PLAN
(Full title of the Plan)
Josephine S. Trubek, Esq.
Corporate Secretary
Rochester Telephone Corporation
180 South Clinton Avenue
Rochester, New York 14646-0700
(716) 777-6713
--------------------------------------------------------
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
--------------------------------------------------------
Copy to:
John T. Pattison, Esq.
Managing Attorney
Rochester Telephone Corporation
180 South Clinton Avenue
Rochester, New York 14646-0995
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CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed Amount of
Securities to Amount to be Maximum Offering Maximum Aggregate Registration
be Registered Registered price per share* Offering Price* Fee
- ------------- ------------- ------------------ ------------------ ------------
Common Stock 1,400,000** $22.50 $31,500,000 $10,862
$1.00 par value
* Inserted solely for the purposes of calculating the
registration fee pursuant to Rule 457(h) and based upon
the average of the high and low prices for the
registrant's Common Stock on the New York Stock Exchange
reported as of July 6, 1994.
** These shares are in addition to shares previously
registered pursuant to Registration Statement No. 33-67432.
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Registration Statement No. 33-67432 on Form S-8 relating to
the Rochester Telephone Corporation Executive Stock Option
Plan, including all amendments thereto, is hereby incorporated
by reference in this Registration Statement, and any subsequent
amendments thereto shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the
filing of any such amendments.
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SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the Company certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Rochester, State of New York, on July 8, 1994.
ROCHESTER TELEPHONE CORPORATION
/s/ Louis L. Massaro
By: ----------------------------
Louis L. Massaro
Corporate Vice President
and Treasurer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.
/s/ Ronald L. Bittner
Date: July 8, 1994 By: ----------------------------
Ronald L. Bittner
Chairman, President, Chief
Executive Officer and
Director
/s/ Louis L. Massaro
Date: July 8, 1994 By: ----------------------------
Louis L. Massaro
Corporate Vice President
and Treasurer
(Principal Financial and
Accounting Officer)
Date: July 8, 1994 By: /s/ Patricia C. Barron *
----------------------------
Patricia C. Barron
Director
Date: July 8, 1994 By: /s/ John R. Block*
----------------------------
John R. Block
Director
Date: July 8, 1994 By: /s/ Harlan D. Calkins*
----------------------------
Harlan D. Calkins
Director
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Date: July 8, 1994 By: /s/ Brenda E. Edgerton*
----------------------------
Brenda E. Edgerton
Director
Date: July 8, 1994 By: /s/ Jairo A. Estrada*
----------------------------
Jairo A. Estrada
Director
Date: July 8, 1994 By: /s/ Daniel E. Gill*
----------------------------
Daniel E. Gill
Director
Date: July 8, 1994 By: /s/ Alan C. Hasselwander*
----------------------------
Alan C. Hasselwander
Director
Date: July 8, 1994 By: /s/ Douglas H. McCorkindale*
----------------------------
Douglas H. McCorkindale
Director
Date: July 8, 1994 By: /s/ Richard P. Miller, Jr.*
----------------------------
Richard P. Miller, Jr.
Director
Date: July 8, 1994 By: /s/ Dr. Leo J. Thomas*
----------------------------
Dr. Leo J. Thomas
Director
Date: July 8, 1994 By: /s/ Michael T. Tomaino*
----------------------------
Michael T. Tomaino
Director
/s/ Louis L. Massaro
*By: --------------------------
Louis L. Massaro
Attorney-In-Fact
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The Plan. Pursuant to the requirements of the Securities
Act of 1933, the trustees (or other persons who administer the
employee benefit plan) have duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Rochester, State of
New York, on July 8, 1994.
ROCHESTER TELEPHONE CORPORATION
RESTATED EXECUTIVE STOCK OPTION
PLAN
/s/ Janet F. Sansone
By: -------------------------
Janet F. Sansone
Corporate Vice President
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EXHIBIT INDEX
Exhibit No. Description
5 Opinion of John T. Pattison, Esq. Herewith
as to legality of Plan and Common Stock
23-1 Consent of John T. Pattison, Esq. is
contained in his opinion filed as
Exhibit 5 to this Registration Statement
23-2 Consent of Price Waterhouse, Herewith
independent accountants
24 Powers of Attorney Herewith
(90ED)
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EXHIBIT 5
ROCHESTER TEL LOGO
180 South Clinton Avenue
Rochester, New York 14646
July 8, 1994
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
RE: Rochester Telephone Corporation
Registration Statement on Form S-8
Ladies and Gentlemen:
I am a Managing Attorney in the Legal Department of Rochester
Telephone Corporation (the "Company") and have acted on behalf
of the Company in connection with its Registration Statement on
Form S-8 to register under the Securities Act of 1933, as
amended, 1,400,000 shares of Common Stock of the Company (the
"Shares") to be sold pursuant to the Company's Restated
Executive Stock Option Plan (the "Plan").
I have examined and am familiar with originals or copies,
certified or otherwise identified to my satisfaction, of such
documents, corporate records and other instruments as I have
deemed necessary or appropriate in connection with rendering
this opinion.
Based on the foregoing, I am of the opinion that the stock
options in the Plan described in the Registration Statement
have been duly authorized by the Company for issuance to
eligible employees of the Company in accordance with the terms
of the Plan and that the Shares have been duly authorized by
the Company for issuance and will, when issued in accordance
with the terms of the Plan and the options granted thereunder,
be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to
the above-mentioned Registration Statement on Form S-8 and any
reference to me contained therein.
Very truly yours,
/s/ John T. Pattison
John T. Pattison
Managing Attorney
(91ED)
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EXHIBIT 23-2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on
Form S-8 of Rochester Telephone Corporation of our report,
dated January 17, 1994, which appears on page 32 of the 1993
Annual Report to Share Owners of Rochester Telephone
Corporation, which is incorporated by reference in Rochester
Telephone Corporation's Annual Report on Form 10-K for the year
ended December 31, 1993. We also consent to the incorporation
by reference of our report on the Financial Statement
Schedules, which appears on page 23 of such Annual Report on
Form 10-K.
/s/ Price Waterhouse
PRICE WATERHOUSE
July 5, 1994
Rochester, New York
(92ED)
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EXHIBIT 24
POWER OF ATTORNEY
Each of the undersigned directors and/or officer of
Rochester Telephone Corporation, a New York transportation
corporation (the "Company"), hereby constitutes and appoints
Ronald L. Bittner, Louis L. Massaro and Josephine S. Trubek,
and each of them, with full power to act without the others,
true and lawful attorneys and agents, to do any and all acts
and things and to execute any and all instruments which either
of said attorneys and agents may deem necessary or advisable to
enable the Company to comply with the Securities Act of 1933,
as amended, and with any regulations, rules or requirements of
the Securities and Exchange Commission ("Commission")
thereunder in connection with any Registration Statements filed
under said Act, covering any offering of securities made, or
deemed to be made, in connection with the Rochester Telephone
Corporation Restated Executive Stock Option Plan, including
specifically, but without limiting the generality of the
foregoing, full power and authority to each of said attorneys
and agents to sign the name of the undersigned to any
Registration Statements on Form S-8 or other applicable form
filed with the Commission under said Act in such connection,
and any amendment or amendments thereto, the undersigned hereby
ratifying and confirming all that said attorneys and agents, or
any one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have signed and
delivered these presence as of this 27th day of April, 1994.
/s/ Patricia C. Barron
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Patricia C. Barron
/s/ Ronald L. Bittner
------------------------------
Ronald L. Bittner
/s/ John R. Block
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John R. Block
/s/ Harlan D. Calkins
------------------------------
Harlan D. Calkins
/s/ Brenda Edgerton
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Brenda Evans Edgerton
(69ED)
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/s/ Jairo A. Estrada
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Jairo A. Estrada
/s/ Daniel E. Gill
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Daniel E. Gill
/s/ Alan C. Hasselwander
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Alan C. Hasselwander
/s/ Douglas H. McCorkindale
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Douglas H. McCorkindale
/s/ Richard P. Miller. Jr.
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Richard P. Miller, Jr.
/s/ Dr. Leo J. Thomas
------------------------------
Dr. Leo J. Thomas
/s/ Michael T. Tomaino
------------------------------
Michael T. Tomaino
(69ED)
