<PAGE>
<PAGE>
As Filed with the Securities and Exchange Commission
on April 12, 1995
File No. 33-57895
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
=================================================================
AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
=================================================================
FRONTIER CORPORATION
(Exact name of registrant as specified in its charter)
- -----------------------------------------------------------------
NEW YORK 16-0613330
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
- -----------------------------------------------------------------
180 South Clinton Avenue
Rochester, New York 14646, (716) 777-1000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
- -----------------------------------------------------------------
JOHN T. PATTISON, ESQ.
GENERAL ATTORNEY
FRONTIER CORPORATION
180 SOUTH CLINTON AVENUE, ROCHESTER, NEW YORK 14646
(716) 777-7978
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
=================================================================
Approximate date of commencement of proposed sale to the public:
- From time to time after the effective date of this
registration statement
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box.
---
<PAGE>
<PAGE>2
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. X
---
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
Being Registered Registered Unit (2) Price (2) Fee (3)
- ---------------------------------------------------------------
Common Stock
par value $1.00 866,783(1) $20.44 $17,717,044 $2,689.22
- ---------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
(1) Upon filing of the original S-3 having this file number (33-
57895) the Registrant registered 437,158 shares of its $1.00
par value Common Stock. By this Amendment No. 2, the
Registrant is registering an additional 429,625 such shares
for a total of 866,783 of such shares.
(2) Estimated solely for the purpose of calculating the
registration fee on the basis of the average of the high and
low reported sale prices reported in the consolidated
reporting system for the Common Stock on the New York Stock
Exchange on April 5, 1995 in accordance with Rule 457(c).
(3) The Registrant paid filing fees of $3,420.11 upon filing the
unamended S-3 referenced in footnote (1) above. This fee is
for the 429,625 additional shares registered hereby.
<PAGE>
<PAGE>3
- ---------------------------------------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE
UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
EXHIBIT INDEX TO THIS REGISTRATION STATEMENT IS AT PAGE II-7.
- ---------------------------------------------------------------
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED APRIL 12, 1995
--------------------------------------------
PROSPECTUS
FRONTIER CORPORATION
Frontier Center, 180 South Clinton Avenue,
Rochester, New York 14646 (716) 777-1000
866,783 Shares of Common Stock
($1.00 Par Value)
-------------------------------------------------------
The 866,783 shares of common stock, $1.00 par value (the
"Common Stock"), of Frontier Corporation ("Frontier") covered by
this Prospectus are outstanding shares which are being offered
by, and for the account of, certain shareowners of Frontier (the
"Selling Shareowners"). The shares of Common Stock covered by
this Prospectus were issued to the Selling Shareowners in
connection with the acquisition on March 29, 1995 by Frontier of
MLD Minnesota 10, Inc. ("MLD") and Dowdy Minnesota 10, Inc.
("Dowdy"), each 50% partners in the Minnesota 10 RSA non-wireline
cellular operating company Minnesota Southern Cellular Telephone
Company ("MSCTC"). The Selling Shareowners have advised Frontier
that they may sell, from time to time, part of the Common Stock
covered by this Prospectus on the New York Stock Exchange
("NYSE") in ordinary brokerage transactions, in negotiated
<PAGE>
<PAGE>4
transactions, or otherwise, at market prices prevailing at the
time of sale or negotiated prices. See "PLAN OF DISTRIBUTION".
Frontier Common Stock is listed on the NYSE and traded under the
symbol "FRO". On April 10, 1995 the closing share price for the
Common Stock on the NYSE was $19.75.
---------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------------------------------------------
No person has been authorized to give any information or make any
representations not contained in this Prospectus in connection
with the offer contained in this Prospectus, and if given or
made, such information or representations must not be relied upon
as having been authorized by Frontier, or any Selling Shareowner.
This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the
shares of Common Stock covered by this Prospectus, nor an offer
or solicitation by anyone in any jurisdiction in which such offer
or solicitation is not authorized or in which the person making
such offer or solicitation is not qualified to do so, or to any
person to whom it is unlawful to make such offer or solicitation.
The date of this Prospectus is April 12, 1995.
- -----------------------------------------------------------------
[ All In Red Ink ]
Information contained herein is subject to completion or
amendment. A registration statement relating to these securities
has been filed with the Securities and Exchange Commission.
These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any
sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
- -----------------------------------------------------------------
<PAGE>
<PAGE>5
AVAILABLE INFORMATION
Frontier is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and
in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other
information filed by Frontier may be inspected and copied at the
public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, or at the
regional office of the Commission located at Seven World Trade
Center, 13th Floor, New York, New York 10048 and Chicago Regional
Office, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of these filings may also be obtained from the
Commission at prescribed rates by writing to the Commission's
Public Reference Section, 450 Fifth Street, N.W., Washington,
D.C. 20549. Such reports, proxy statements and other information
concerning Frontier may also be inspected at the offices of the
New York Stock Exchange, 20 Broad Street, New York, New York
10005.
Frontier has filed with the Commission a registration
statement on Form S-3 under the Securities Act of 1933, as
amended (the "Securities Act") with respect to the shares of
Common Stock offered hereby. This Prospectus incorporates by
reference certain documents or parts thereof, which are omitted
in accordance with the rules and regulations of the Commission.
Upon written or oral request, Frontier will provide without
charge to any person to whom this Prospectus is delivered,
including any beneficial owner, a copy of any and all information
incorporated by reference herein (except exhibits to such
information, unless such exhibits are specifically incorporated
by reference into the information that this Prospectus
incorporates). All such requests shall be directed to:
Corporate Vice President - Finance, Frontier Corporation,
Frontier Center, 180 South Clinton Avenue, Rochester, New York
14646-0700, telephone number (716) 777-1000.
<PAGE>
<PAGE>6
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
As of any particular time, the following documents filed by
Frontier with the Securities and Exchange Commission are
incorporated herein by reference:
(a) The annual report of Frontier and its subsidiaries on Form
10-K for the fiscal year ended December 31, 1994, which
contains financial statements for Frontier's latest fiscal
year for which a Form 10-K was required to be filed,
together with the Company's Current Reports on Form 8-K
dated February 13, 22 and 28 and April 10, 11 and 12, 1995.
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the 1934 Act since the end of the fiscal year covered by
the annual report referred to in (a) above.
(c) Frontier's Proxy Statement, dated March 13, 1995, for the
Annual Meeting of Stockholders, held on April 26, 1995.
(d) The Company's Definitive Proxy Statement distributed to
common shareholders dated November 18, 1994 for the Special
Meeting of Shareholders held on December 19, 1994.
All documents filed by Frontier with the Commission pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act after the
date hereof and prior to the termination of the offering of the
shares described herein shall be deemed to be incorporated in
this Prospectus by reference, as long as the offer is in process,
from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated
by reference shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent the statement contained
herein or in any other subsequently filed document (which also is
or is deemed to be incorporated by reference) modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
<PAGE>
<PAGE>7
THE COMPANY
Frontier Corporation, a New York corporation and the issuer
of the shares of Common Stock covered by this Prospectus, has its
principal executive offices at Frontier Center, 180 South Clinton
Avenue, Rochester, New York 14646-0700. Its telephone number is
(716) 777-1000.
SELLING SHAREOWNERS
The following table sets forth the names of the Selling
Shareowners, the number of shares of Common Stock beneficially
owned by each of them as of April 10, 1995, the number of shares
of Common Stock, all or a part of which will be offered by each
Selling Shareowner, and the number of shares each Selling
Shareowner will own beneficially if all of the shares offered
hereby by such Selling Shareowners are sold as described herein.
Each of the Selling Shareowners was a shareowner of MLD or Dowdy
for a period of at least three (3) years prior to the date of
this Prospectus. MLD and Dowdy are presently being operated as
subsidiaries in the Frontier group of companies. As of the date
of this Prospectus neither of the Selling Shareowners has any
continuing business relationship with MLD or Dowdy. None of the
Selling Shareowners is an officer or director of Frontier, MLD,
Dowdy, MSCTC or any other affiliate of Frontier.
Common Stock Common Stock
Beneficially Common Stock Beneficially
Name of Owned as of Offered Owned if
Selling Share Owner 04/15/93 Hereby Offering Completed*
- ------------------- ------------ ------------ -----------------
Mary L. Demetree 430,239 430,239 -0-
Ronald E. Dowdy 436,544 436,544 -0-
* Pursuant to executed Securities Agreements, both of the
Selling Shareholders have made representations that they will
not sell, exchange, or otherwise dispose of all or part of
the Common Stock they receive other than in compliance with
such agreements.
<PAGE>
<PAGE>8
PLAN OF DISTRIBUTION
The 866,783 shares of Common Stock covered by this Prospectus
are outstanding shares which are being offered by the Selling
Shareowners who will be entitled to the proceeds of any sales
made hereunder. None of the proceeds of this offering will be
received by Frontier.
The Selling Shareowners have advised Frontier that sales of
the shares of Common Stock covered hereby will be made on the New
York Stock Exchange or such other exchange on which the Common
Stock may be listed, in the over-the-counter market or in private
transactions. Sales through brokers may be made by any method of
trading authorized by the NYSE or any other stock exchange on
which such stock may be listed, including block trading in
negotiated transactions.
Without limiting the foregoing, such brokers may act as
dealers by purchasing any or all of the shares covered by this
Prospectus, either as agents for others or as principals for
their own accounts and reselling such shares pursuant to this
Prospectus. Each of the Selling Shareowners has advised Frontier
that it will not pay any consideration, other than usual and
customary broker's commissions, in connection with sales of the
Common Stock.
In offering the shares of Common Stock covered by this
Prospectus, the Selling Shareowners and any broker/dealers who
execute sales for such stockholders, may be considered to be
statutory "underwriters" within the meaning of the Securities
Act, and any profits realized by the Selling Shareowners and the
compensation of such broker/dealers may be deemed to be
underwriting discounts and commissions.
Sales of shares will be made at the market price prevailing
at the time of each such sale. However, prices in negotiated or
private transactions may vary considerably from the prevailing
market price.
<PAGE>
<PAGE>9
Each of the Selling Shareowners has advised Frontier that,
during such time as such Selling Shareowners may be engaged in a
distribution of Common Stock included herein, he or she will
comply with Rules 10b-2, 10b-6 and 10b-7 promulgated under the
1934 Act, as amended, and pursuant thereto will, among other
things: (i) not engage in any stabilization activity in
connection with the securities of Frontier in contravention of
such rules; (ii) cause to be furnished to each broker through
whom the shares of Common Stock covered hereby may be offered or
to the offeree if an offer is not made through a broker, such
copies of the Prospectus and any amendment or supplement thereto
and documents incorporated by reference therein as may be
required by such broker or offeree; and (iii) not bid for or
purchase any securities of Frontier or attempt to induce any
person to purchase any Frontier securities except as permitted
under the 1934 Act. The Selling Shareowners have also agreed to
inform Frontier when the distribution of the shares held by each
of them is completed. In making such agreements, each Selling
Shareowner specifically disclaims any responsibility for the acts
or omissions of any other Selling Shareowner.
INTEREST OF EXPERTS
The consolidated financial statements and related financial
statement schedule of the Company incorporated in this Prospectus
by reference from the Company's Annual Report on Form 10-K have
been audited by Price Waterhouse, independent public accountants,
as stated in their reports which are incorporated herein by
reference, and have been so incorporated in reliance upon such
reports given upon the authority of that firm as experts in
auditing and accounting.
The validity of the Frontier Common Stock offered hereby by
the Selling Shareowners has been passed upon for Frontier by John
T. Pattison, its General Attorney. As of December 31, 1994, John
T. Pattison was also the beneficial owner of 2,166 shares of
Frontier Common Stock.
<PAGE>
<PAGE>10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Frontier will bear no expenses in connection with any sales
or other distributions of the Common Stock other than the
expenses of preparation and distribution of this registration
statement and the Prospectus which forms a part hereof, as well
as the broker's fees set forth above. Such expenses are
estimated, and the Commission's fee is set forth, as follows:
Registration fee ..................... $ 6,109.33
Legal fees ........................... $ 1,000.00
Accounting fees ...................... $ 1,000.00
----------
Total Expenses $ 8,109.33
==========
Item 15. Indemnification of Directors and Officers.
The Business Corporation Law of the State of New York ("BCL")
provides that if a derivative action is brought against a
director or officer, Frontier may indemnify him or her against
amounts paid in settlement and reasonable expenses, including
attorneys' fees incurred by him or her in connection with the
defense or settlement of such action, if such director or officer
acted in good faith for a purpose which he or she reasonably
believed to be in the best interests of Frontier, except that no
indemnification shall be made without court approval in respect
of a threatened action, or a pending action settled or otherwise
disposed of, or in respect of any matter as to which such
director or officer has been found liable to Frontier. In a
nonderivative action or threatened action, the BCL provides that
Frontier may indemnify a director or officer against judgments,
fines, amounts paid in settlement and reasonable expenses,
including attorneys' fees incurred by him or her in defending
such action if such director or officer acted in good faith for a
purpose which he or she reasonably believed to be in the best
interests of Frontier.
<PAGE>
<PAGE>11
II-2
Under the BCL, a director or officer who is successful,
either in a derivative or nonderivative action, is entitled to
indemnification as outlined above. Under any other
circumstances, such director or officer may be indemnified only
if certain conditions specified in the BCL are met. The
indemnification provisions of the BCL are not exclusive of any
other rights to which a director or officer seeking
indemnification may be entitled pursuant to the provisions of the
certificate of incorporation or the bylaws of a corporation or,
when authorized by such certificate of incorporation or the
bylaws of a corporation or, when authorized by such certificate
of incorporation or bylaws, pursuant to a shareholders'
resolution, a directors' resolution or an agreement providing for
such indemnification.
The above is a general summary of certain provisions of the
BCL and is subject, in all cases, to the specific and detailed
provisions of sections 721-725 of the BCL.
Article II, Section 12, of Frontier's Bylaws contains
provisions authorizing indemnification by Frontier of directors
and officers against certain liabilities and expenses which they
may incur as directors and officers of Frontier or of certain
other entities.
Section 726 of the BCL also contains provisions authorizing
Frontier to obtain insurance on behalf of any such director and
officer against liabilities, whether or not Frontier would have
the power to indemnify against such liabilities. Frontier
maintains Executive Liability and Defense coverage under which
the directors and officers of Frontier are insured, subject to
the limits of the policy, against certain losses, as defined in
the policy, arising from claims made against such directors and
officers by reason of any wrongful acts as defined in the policy,
in their respective capacities as directors or officers.
<PAGE>
<PAGE>12
II-3
Item 16. List of Exhibits
Exhibit
Number
- -------
5 - Opinion of John T. Pattison re: legality
23-1 - Consent of Price Waterhouse, LLP
23-2 - Consent of John T. Pattison (Included in Exhibit 5)
24-1 - Powers of Attorney of Directors
24-2 - Certified Resolutions of Frontier authorizing execution
by an officer by power of attorney
Item 17. Required Undertakings
- -------------------------------
Frontier hereby undertakes:
1. (a) To file during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
<PAGE>
<PAGE>13
II-4
Provided however, that paragraphs (1)(i) and (1)(ii), above,
do not apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a
post-effective amendment by those paragraphs contained in
periodic reports filed by Frontier pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(b) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
2. That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual
report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof;
3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
provisions referred to in Item 15 of this registration statement,
or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
<PAGE>
<PAGE>14
II-5
being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
<PAGE>15
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Frontier certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has
duly caused this Amendment No. 2 Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rochester, County of Monroe, State of
New York, on the 12th day of April, 1995.
FRONTIER CORPORATION
By: /s/ Louis L. Massaro
-------------------------
Louis L. Massaro
Corporate Vice President
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities indicated on the 12th day of
April, 1995.
Signature Title
/s/ Ronald L. Bittner
- ----------------------------
Ronald L. Bittner President and Chief Executive
Officer, Director
(Principal Executive Officer)
/s/ Louis L. Massaro Corporate Vice President
- ---------------------------- (Principal Financial and
Louis L. Massaro Accounting Officer)
Ronald L. Bittner )
John R. Block )
Brenda E. Edgerton )
Jairo A. Estrada ) Directors
Daniel E. Gill )
Alan C. Hasselwander )
Douglas H. McCorkindale )
Leo J. Thomas, Ph.D. )
By: /s/ Louis L. Massaro
------------------------
(Louis L. Massaro, Attorney-in-Fact)
<PAGE>
<PAGE>16
EXHIBIT INDEX
EXHIBIT
NUMBER METHOD OF FILING
- --------------------------------------------------------------
5 Opinion of John T. Pattison Herewith
re: legality
23-1 Consent of Price Waterhouse Herewith
23-2 Consent of John T. Pattison Included in Exhibit 5
24-1 Powers of Attorney of Directors Herewith
24-2 Certified Resolutions of Frontier Herewith
authorizing execution by an
officer by power of attorney
<PAGE>
EXHIBIT 5
April 12, 1995
To: Persons Purchasing Shares of $1.00 Par Value Common Stock of
Frontier Corporation in Secondary Transactions from the
Selling Shareowners Pursuant to a Certain Registration
Statement on Form S-3 dated April 12, 1995.
I am the General Attorney of Frontier Corporation, the registrant
pursuant to the above-referenced registration statement. In my
opinion, the shares of Common Stock are, and when sold as
described in such registration statement will be, legally issued,
fully paid and non-assessable shares of Common Stock, par value
$1.00, of Frontier Corporation.
I hereby consent to the inclusion of this opinion as an Exhibit
to the Registration Statement on Form S-3 of Frontier Corporation
referred to above.
Very truly yours,
/s/ John T. Pattison
- --------------------
John T. Pattison
General Attorney
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on
Form S-3 of our report dated January 16, 1995, which appears on
page 28 of the 1994 Proxy Statement - Financial Review of
Frontier Corporation, which is incorporated by reference in
Frontier Corporation's Annual Report on Form 10-K for the year
ended December 31, 1994. We also consent to the incorporation by
reference of our report on the Financial Statement Schedule,
which appears on page 36 of such Annual Report on Form 10-K. We
also consent to the incorporation by reference of our report on
the supplementary consolidated financial statements which give
retroactive effect to the merger of Frontier Corporation with
American Sharecom, Inc. which constitute part of the Registration
Statement on Form 8-K dated April 12, 1995. We also consent to
the reference to us under the heading "Interest of Experts."
/s/ PRICE WATERHOUSE LLP
- -------------------------
PRICE WATERHOUSE LLP
Rochester, New York
April 12, 1995
<PAGE>
EXHIBIT 24-1
POWER OF ATTORNEY
The undersigned directors and/or officers of Rochester
Telephone Corporation, a New York transportation corporation
("Company"), hereby constitute and appoint Ronald L. Bittner,
Louis L. Massaro and Josephine S. Trubek, or any one of them, his
or her true and lawful attorneys and agents, each with full power
and authority to act as such without the other, to do any and all
acts and things and to execute any and all instruments which any
of said attorneys and agents may deem necessary or advisable in
connection with this Company's indirect acquisition of one
hundred percent (100%) of the equity partnership interests in the
Minnesota Southern Cellular Telephone Company ("MSCTC") to enable
this Company to comply with the Securities Act of 1933, as
amended, and with any regulations, rules or requirements of the
Securities and Exchange Commission thereunder in connection with
the registration, or safe harbor exemption from registration, as
the case may be, under said Act of the Company's $1.00 par value
Common Stock, including specifically, but without limitation of
the foregoing, power and authority, to sign the names of the
undersigned to the Registration Statement(s) on Form S-4 and/or
on Form S-3 or such other forms as may be appropriate to be filed
with the Securities and Exchange Commission in respect of the
Agreements with Respect to a Merger or other definitive
acquisition agreements whereby MSCTC will be acquired by the
Company or a subsidiary, and to any amendment or amendments
thereto filed with said Commission under said Act in such
connection, the undersigned hereby ratifying and confirming all
that said attorneys and agents, or any of them shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, this instrument has been signed and
delivered by the undersigned.
/s/ Patricia C. Barron
--------------------------
Patricia C. Barron
/s/ Ronald L. Bittner
--------------------------
Ronald L. Bittner
<PAGE>
<PAGE>2
/s/ John R. Block
--------------------------
John R. Block
/s/ Harlan D. Calkins
--------------------------
Harlan D. Calkins
/s/ Brenda E. Edgerton
--------------------------
Brenda E. Edgerton
/s/ Jairo A. Estrada
--------------------------
Jairo A. Estrada
/s/ Daniel E. Gill
--------------------------
Daniel E. Gill
/s/ Alan C. Hasselwander
--------------------------
Alan C. Hasselwander
/s/ Douglas H. McCorkindale
--------------------------
Douglas H. McCorkindale
/s/ Richard P. Miller, Jr
--------------------------
Richard P. Miller, Jr.
/s/ Leo J. Thomas
--------------------------
Leo J. Thomas, Ph.D.
/s/ Michael T. Tomaino
--------------------------
Michael T. Tomaino
<PAGE>
EXHIBIT 24-2
UNANIMOUS WRITTEN CONSENT
OF THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS
OF ROCHESTER TELEPHONE CORPORATION
THE UNDERSIGNED, being all of the members of the
Executive Committee of the Board of Directors of Rochester
Telephone Corporation, hereby take the following actions which
they are permitted to take pursuant to New York Business
Corporation Law, Section 712(a):
RESOLVED: That this Executive Committee hereby approves
and authorizes the indirect acquisition of 100% of the
equity partnership interests in the Minnesota Southern
Cellular Telephone Company ("MSCTC"), subject to the
conditions of the Letter of Intent dated as of January
26, 1994, between this Corporation and the two partners
of MSCTC, and the issuance to the sellers of 866,434
newly issued shares of the $1.00 par value Common Stock
of this Corporation (as may be adjusted for certain
extraordinary events) together with (i) an additional
amount of such Common Stock as is equal to the additional
capital contributions of the sellers between the date of
the definitive agreement and the closing, divided by 23,
and (ii) cash infusions, as appropriate, to make full
payment of the debt owed to NovAtel, and this Committee
authorizes and directs and fully empowers the proper
officers of this Corporation to do all things, including
but not limited to granting them full authority to
negotiate all relevant provisions of and to execute all
agreements, applications, petitions and filings on behalf
of this Corporation as they, in their sole discretion and
with advice of counsel, shall deem to be necessary or
advisable and proper in order to effect such acquisition;
and it is
FURTHER RESOLVED: That this Committee hereby authorizes
the preparation of a registration statement or
registration statements on Form S-4 and/or Form S-3, or
such other forms as shall then be deemed appropriate to
be filed for registration, or exemption from
registration, under the Securities Act of 1933, as
amended, of this Corporation's $1.00 par value Common
Stock ("Registration Statement(s)"), in an amount
sufficient to acquire MSCTC and, when a majority of the
<PAGE>
<PAGE>2
members of the Board of Directors have executed the
necessary signature pages to such Registration
Statement(s), this Committee hereby authorizes and
directs Ronald L. Bittner, its President, Louis L.
Massaro, its Corporate Vice President and Treasurer, and
Josephine S. Trubek, its Corporate Secretary, ("The
Officers") and each of them (with full power to each of
them to act alone), to execute and to file with the
Securities and Exchange Commission ("SEC"), such
Registration Statement(s), or exemptions from
registration, and any amendments or supplements,
including post-effective amendments to such Registration
Statement(s) as they, in their discretion, shall deem
necessary, and to do all such other acts and things as
they, in their discretion, shall deem necessary in
connection with the registration, or exemption therefrom,
including expending funds of this Corporation; and it is
FURTHER RESOLVED: That each officer and director of this
Corporation who may be required or permitted to execute
such Registration Statement(s) or any amendment thereto
is hereby authorized to execute a power of attorney
appointing The Officers and each of them severally,
his/her true and lawful attorneys or attorney to execute
in his/her name, place and stead in any such capacity
such Registration Statement(s) and any and all amendments
and supplements thereto, and to file the same with the
SEC, each of said attorneys to have power to act with or
without the others and to have full power and authority
to perform in the name and on behalf of each of the said
officers and directors every act necessary or advisable
to be done as fully as, and to do to the same extent
that, each officer or director might or could do in
person; and it is
FURTHER RESOLVED: That this Committee hereby authorizes
and directs The Officers to prepare, execute and deliver,
file and record all instruments, documents and other
papers, and to do all such other acts and things as they,
in their discretion may deem necessary to effect the
intent of the foregoing resolutions, including, but not
limited to, filing an application for listing the Common
Stock to be registered with the New York Stock Exchange
and filing all documents necessary to qualify the Common
Stock to be registered for sale, or exempt it from
registration, in each of the United States of America in
which any such registration is required.
<PAGE>
<PAGE>3
IN WITNESS WHEREOF, the undersigned have executed this
Agreement effective as of the 19th day of July, 1994.
/s/ Patricia C. Barron
--------------------------
Patricia C. Barron
/s/ Ronald L. Bittner
--------------------------
Ronald L. Bittner
/s/ Jairo A. Estrada
--------------------------
Jairo A. Estrada
/s/ Daniel E. Gill
--------------------------
Daniel E. Gill
/s/ Alan C. Hasselwander
--------------------------
Alan C. Hasselwander
/s/ Douglas H. McCorkindale
--------------------------
Douglas H. McCorkindale
