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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) February 27, 1995
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.)
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
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Frontier Corporation ("Frontier") and WCT Communications, Inc.
("WCT") today announced that they have finalized and signed the
definitive agreement on the renegotiated terms of Frontier's
acquisition of WCT.
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: February 27, 1995 By:/s/ Barbara J. LaVerdi
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Barbara J. LaVerdi
Assistant Secretary
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EXHIBIT INDEX
Exhibit Number Description
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99 Press Release dated Filed herewith
February 27, 1995
regarding finalization
of definitive agreement
for the acquisition of WCT
Communications, Inc.
<PAGE> Frontier Corporation
Frontier Press Release 180 South Clinton Avenue
Rochester, NY 14646
DATE: February 27, 1995
CONTACT: Frontier Corporation
Catherine A. Duda, 716-777-5897 (Media)
Philip H. Yawman, 716-777-6179 (Investors)
WCT
Martin Nason, 805-963-2423
SUMMARY: Frontier and WCT Finalize Definitive Agreement on
Acquisition of WCT
Rochester, New York -- February 27, 1995 -- Frontier Corporation
(NYSE: FRO) and WCT Communications, Inc. (NASDAQ: WCTI) today
announced that they have finalized and signed the definitive
agreement on the renegotiated terms of Frontier's acquisition of
WCT. The definitive agreement is subject to the approval of
WCT's Board of Directors and, thereafter, of Frontier's Board of
Directors by no later than March 3, 1995.
As contemplated by the prior announcement of the parties,
Frontier Corporation will pay approximately $79.8 million in cash
for all of the outstanding shares of WCT. The agreement provides
that each public shareowner of WCT will receive $5.875 per share
upon completion of the transaction, while Richard Frockt,
chairman and chief executive officer of WCT will receive $3.75
per share. The effective average price per share to be paid by
Frontier will be approximately $5.37 excluding the value of any
outstanding options which are exercised.
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As also previously announced, the agreement includes several
financial requirements relative to WCT's performance between now
and the closing of the transaction. The transaction is subject
to a vote of WCT's shareowners, as well as regulatory approvals.
At this time, the transaction is expected to close in May.
WCT, which reported revenues of $76 million for the 6 months
ended December 31, 1994, has service in 45 states and switches in
Los Angeles, San Francisco, Chicago, Dallas, Philadelphia,
Atlanta and Seattle. Frontier plans to blend WCT's network into
the existing nine-switch network maintained by Frontier
Communications International, formerly RCI Long Distance.
Frontier Communications International provides a full range
of long distance voice, video and data communications services
for business and residential customers in the Northeast, Midwest,
Mid-Atlantic and several Southern states. The long distance
operation had revenues in excess of $330 million in 1994.
Frontier Corporation, a holding company formed on January 1,
1995, is a provider of integrated telecommunications solutions to
more than 1.5 million customers through its long distance, local
telephone and wireless communications operations. The company
was chartered in 1920 as Rochester Telephone Corporation.
