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Rochester Tel Center Rochester, New York 14646-0700
Ronald L. Bittner
Chairman, President & CEO
[LOGO OF ROCHESTER TEL CENTER APPEARS HERE]
December 2, 1994
Dear Shareowners:
These are exciting times for your Company. You recently received a Proxy
Statement asking you to approve our Open Market Plan/Holding Company Proposal.
This proactive proposal will enable your Company to better respond to the
rapidly changing competitive environment by changing the way we deliver
services to the Rochester marketplace and the way we are structured. As part
of this proposal, your Company will be reorganized into a holding company.
The future is knocking at our door now in the form of an acquisition which
we believe is in the Company's best interests. As a result, I am pleased to
inform you that on November 30, 1994 the Company announced an agreement to
acquire American Sharecom, Inc. (ASI) for an aggregate consideration
consisting of 8,710,000 shares of the Company's common stock (or approximately
10.6% of the Company's outstanding common stock after giving effect to the
issuance of the Company's common stock pursuant to the ASI transaction). ASI
is one of this country's largest privately owned long distance companies. It
is headquartered in Minneapolis, Minnesota with its sales operations
concentrated in the Midwest, Northwest and California. ASI is a reseller that
owns switches and leases its transmission network from third parties. ASI is
managed and controlled by Steven C. Simon and James J. Weinert, who, as a
result of the issuance of the Company's common stock pursuant to the ASI
transaction, will become the largest shareowners of the Company. The ASI
transaction will be accounted for as a pooling of interests. The ASI
transaction is neither subject to shareowner approval nor contingent on
shareowner approval of any proposals described in the Proxy Statement.
The ASI transaction is consistent with the Company's strategy to become a
leading provider of integrated telecommunication products and services to its
customers, and the Company's stated intention to expand its scale and to
pursue continued growth through selected acquisitions. The acquisition of ASI
would complement the Company's previously-announced pending acquisition of WCT
Communications, Inc., a California-based multi-regional long distance
telecommunications company, for approximately $96 million in cash. As we noted
in the Proxy Statement previously delivered to you in connection with the
matters to be considered at the Special Meeting of Common Shareowners to be
held on December 19, 1994, at 9:30 a.m., at The Pierre Hotel, Two East 61st
Street, New York, New York 10021, the Company is continually reviewing
potential acquisitions, including
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transactions that could involve the issuance of common stock. These proposals
are described in the Proxy Statement previously delivered to you, which you
should read together with this letter which supplements the Proxy Statement.
Your Board of Directors has unanimously recommended approval of all the
proposals described in the Proxy Statement as in the best interests of the
Company's shareowners.
Your vote is very important. Voting procedures are described on the enclosed
Voting Instructions sheet. Please sign, date and return the enclosed proxy
card today.
Thank you for your continued support.
Cordially,
/s/ Ronald L. Bittner
Ronald L. Bittner
Chairman, President and Chief Executive
Officer
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VOTING INSTRUCTIONS
Because approval of the proposals to be considered at the Special Meeting,
including the Open Market Plan/Holding Company Proposal, requires the approval
of a majority of all outstanding shares, your vote is very important. If you
have not already voted, you can help the Company save the expense of further
solicitation by signing and returning the enclosed proxy card today.
WE URGE YOU TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE
PROVIDED.*
IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE IN VOTING YOUR SHARES, PLEASE
CALL THE COMPANY'S PROXY SOLICITOR, GEORGESON & CO., TOLL-FREE AT 1-800-233-
2064.
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* If you have already voted, you do not need to take any action unless you
wish to change or withdraw your vote on any of the proposals. Your vote will
be counted unless revoked in the manner described in the Proxy Statement.
