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Registration No. 33-67430
SECURITIES AND EXCHANGE COMMISSION
Washington,D.C. 20549
POST EFFECTIVE
AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FRONTIER CORPORATION
(Previously 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
DIRECTORS STOCK OPTION PLAN
(Full title of the Plan)
Josephine S. Trubek, Esq.
Corporate Secretary
Frontier Corporation
180 South Clinton Avenue
Rochester, New York 14646-0700
(716) 777-6713
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(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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Copy to:
John T. Pattison, Esq.
General Attorney
Frontier Corporation
180 South Clinton Avenue
Rochester, New York 14646-0700
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Part II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents which have been filed by Frontier
Corporation (the "Company") with the Securities and Exchange
Commission are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, filed on March 28, 1995
pursuant to Section 13 of the Securities Exchange Act of 1934.
(b) All other reports filed by the Company pursuant to
Sections 13(a) and 15(d) of the Securities Exchange Act of 1934
since December 31, 1994, including specifically, but not limited
to, the Company's Quarterly Report on Form 10-Q filed on
May 12, 1995 and its Current Reports on Form 8-K filed on
February 13, 1995, February 22, 1995, February 28, 1995,
March 22, 1995, April 10, 1995, April 11, 1995, April 12, 1995,
April 27, 1995, May 9, 1995 and May 19, 1995.
(c) The description of the Company's Common Stock
contained in the Company's registration statement filed under
Section 12 of the Securities Exchange Act, including all
amendments or reports filed for the purpose of updating such
description, including specifically, but not limited to
Exhibit 3.2 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, filed on March 28, 1995.
All documents subsequently filed by the Company or the
Company's Directors Stock Incentive Plan (formerly known as the
Rochester Telephone Corporation Directors Stock Option Plan) (the
"Plan") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 prior to the filing of a post-
effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities
remaining unsold shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of
such documents.
Item 4. Description of Securities.
Not Applicable.
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Item 5. Interests of Named Experts and Counsel.
The legality of the Plan and Common Stock has been passed
upon by John T. Pattison, Esq., General Attorney in the Legal
Department of the Company.
Item 6. 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, the Company 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 the Company, 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 the Company.
In a nonderivative action or threatened action, the BCL provides
that the Company 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 the Company.
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 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.
The Restated Certificate of Incorporation of the Company
limits the personal liability of directors to the Company or its
shareholders to the fullest extent permitted by the BCL.
Article II, Section 12, of the Company's By-Laws contains
provisions authorizing indemnification by the Company of
directors and officers against certain liabilities and expenses
which they may incur as directors and officers of the Company or
of certain other entitles in accordance with, and to the fullest
extent permitted by, Sections 721-725 of the BCL.
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Section 726 of the BCL also contains provisions
authorizing a corporation to obtain insurance on behalf of any
director and officer against liabilities, whether or not the
corporation would have the power to indemnify against such
liabilities. The Company maintains Executive Liability and
Defense coverage under which the directors and officers of the
Company 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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index.
Item 9. Undertakings.
A. Post-Effective Amendments
(a) The undersigned registrant hereby undertakes:
(1) 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;
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 is contained in periodic
reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) 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.
(3) 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.
(b) The undersigned registrant hereby undertakes that, for
the purposes of determining 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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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 herein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers or persons controlling the Company pursuant to the
foregoing provisions, the Company has been informed 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, officer or controlling person in connection with the
securities 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.
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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 May 24, 1995.
FRONTIER CORPORATION
/s/ Louis L. Massaro
By: --------------------------
Louis L. Massaro
Corporate Vice President-
Finance
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: May 24, 1995 By: --------------------------
Ronald L. Bittner
Chairman, President, Chief
Executive Officer and
Director
/s/ Louis L. Massaro
Date: May 24, 1995 By: --------------------------
Louis L. Massaro
Corporate Vice President-
Finance
(Principal Financial and
Accounting Officer)
Date: May 24, 1995 By: /s/ Patricia C. Barron *
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Patricia C. Barron
Director
Date: May 24, 1995 By: /s/ Raul E. Cesan*
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Raul E. Cesan
Director
Date: May 24, 1995 By: /s/ Brenda E. Edgerton*
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Brenda E. Edgerton
Director
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Date: May 24, 1995 By: /s/ Jairo A. Estrada*
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Jairo A. Estrada
Director
Date: May 24, 1995 By: /s/ Daniel E. Gill*
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Daniel E. Gill
Director
Date: May 24, 1995 By: /s/ Alan C. Hasselwander*
--------------------------
Alan C. Hasselwander
Director
Date: May 24, 1995 By: /s/ Douglas H. McCorkindale*
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Douglas H. McCorkindale
Director
Date: May 24, 1995 By: /s/ Dr. Leo J. Thomas*
----------------------------
Dr. Leo J. Thomas
Director
/s/ Louis L. Massaro
*By: -------------------------
Louis L. Massaro
Attorney-In-Fact
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EXHIBIT INDEX
Exhibit No. Description
4-1 Frontier Corporation Directors Stock
Incentive Plan Herewith
4-2 Restated Certificate of Incorporation of
Frontier Corporation is incorporated by
reference to Exhibit 3.1 to Form 10-K for
the year ended December 31, 1994.
(File No. 1-4166)
4-3 By-Laws of Frontier Corporation are
incorporated by reference to Exhibit 3.2
to Form 10-K for the year ended December
31, 1994. (File No. 1-4166)
5 Opinion of John T. Pattison, Esq. as to
legality of Plan and Common Stock Herewith
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, independent
accountants Herewith
24 Powers of Attorney Herewith
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EXHIBIT 4
[2/14/95]
FRONTIER CORPORATION
DIRECTORS STOCK INCENTIVE PLAN
The Rochester Telephone Corporation Directors Stock
Option Plan is hereby amended, restated and renamed as the
Frontier Corporation Directors Stock Incentive Plan (the "Plan")
to reflect the company's reorganization and the change in the
parent company's name to Frontier Corporation (the "Company"), to
authorize the award of stock grants in addition to stock options
and to expand eligibility to outside directors of the Company's
subsidiaries as follows:
1. PURPOSE
The purpose of the Plan is to enable the Company and
its subsidiaries to attract and retain outside directors and
provide them with an incentive to maintain and enhance the
Company's long-term performance record. It is intended that this
purpose will best be achieved by granting eligible directors
non-qualified stock options ("options") and/or stock grants
(collectively options and stock grants are referred to as
"awards") under this Plan pursuant to the rules set forth in
Section 83 of the Internal Revenue Code, as amended from time to
time.
2. ADMINISTRATION
The Plan shall be administered by the Company's Board
of Directors (the "Board"). Subject to the provisions of the
Plan, the Board shall possess the authority, in its discretion,
(a) to prescribe the form of the stock option and stock grant
agreements including any appropriate terms and conditions
applicable to these awards and to make any amendments to such
agreements or awards; (b) to interpret the Plan; (c) to make and
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amend rules and regulations relating to the Plan; and (d) to make
all other determinations necessary or advisable for the
administration of the Plan. The Board's determinations shall be
conclusive and binding. No member of the Board shall be liable
for any action taken or decision made in good faith relating to
the Plan or any award granted hereunder.
3. ELIGIBLE DIRECTORS
Members of the Board of Directors of the Company and
its subsidiaries who are not also employees of the Company or its
subsidiaries are eligible to participate in this Plan. Eligible
directors of the Company's Board are entitled to receive both
options and stock grants. Eligible directors of a subsidiary are
entitled to receive only options. Beneficial owners of more than
five percent of the Common Stock of the Company are not eligible
to receive any awards under this Plan.
4. SHARES AVAILABLE
An aggregate of 1,000,000 shares of the Common Stock
(par value $1.00 per share) of the Company (subject to
substitution or adjustment as provided in Section 9 hereof) shall
be available for the grant of awards under the Plan. Such shares
may be authorized and unissued shares. If an option expires,
terminates or is cancelled without being exercised, new options
may thereafter be granted covering such shares. No award may be
granted more than ten years after the effective date of the Plan.
5. TERMS AND CONDITIONS OF OPTIONS
Each option granted under the Plan shall be evidenced
by an option agreement in such form as the Board shall approve
from time to time, which agreement shall conform with this Plan
and contain the following terms and conditions:
(a) Number of Shares. At the date each year when new
members are elected to the Company's Board, each eligible
director who will be serving on the new Board (whether newly
elected or continuing as a carryover director) shall receive
an option to purchase 4000 shares of the Company's Common
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Stock. For an eligible director of a subsidiary's Board, the
option shall be for 3000 shares.
An eligible director who begins Board service on a date
other than the date when new members are normally elected to
the Board shall receive a pro rata grant to cover the
partial year remaining until the next Board election. The
number of shares subject to such option shall be 4000 (3000
in the case of a director of a subsidiary) multiplied by a
fraction the numerator of which is the number of full or
partial months in the period commencing on the first day of
the month following the new Board member's appointment and
ending on the next following date when new members are
elected to the Board and the denominator of which is 12.
Any fractional share shall be rounded up to the next highest
whole number of shares.
(b) Exercise Price. The exercise price under each
option shall equal the fair market value of the Common Stock
at the time such option is granted. For this purpose, fair
market value shall equal the closing price of the Company's
Common Stock on the New York Stock Exchange on the date an
option is granted, or, if there was no trading in such stock
on the date of such grant, the closing price on the last
preceding day on which there was such trading.
(c) Duration of Option. Each option by its terms
shall not be exercisable after the expiration of ten years
from the date such option is granted.
(d) Options Nontransferable. Each option by its terms
shall not be transferable by the participant otherwise than
by will or the laws of descent and distribution, and shall
be exercisable, during the participant's lifetime, only by
the participant, the participant's guardian or the
participant's legal representative.
(e) Exercise Terms. Each option granted under the
Plan shall become exercisable with respect to 33 1/3 percent
of the shares subject thereto on the first anniversary of
the date of grant and with respect to an additional 33 1/3
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percent of such shares on each of the second and third
anniversaries of such date of grant. Options may be
partially exercised from time to time during the period
extending from the time they first become exercisable until
the tenth anniversary of the date of grant.
(f) Payment of Exercise Price. An option shall be
exercised upon written notice to the Company accompanied by
payment in full for the shares being acquired. The payment
shall be made in cash, by check or, if the option agreement
so permits, by delivery of shares of Common Stock of the
Company registered in the name of the participant, duly
assigned to the Company with the assignment guaranteed by a
bank, trust company or member firm of the New York Stock
Exchange, or by a combination of the foregoing. Any such
shares so delivered shall be deemed to have a value per
share equal to the fair market value of the shares on such
date. For this purpose, fair market value shall equal the
closing price of the Company's Common Stock on the New York
Stock Exchange on the date the option is exercised, or, if
there was no trading in such stock on the date of such
exercise, the closing price on the last preceding day on
which there was such trading.
6. TERMS AND CONDITIONS OF STOCK GRANTS
Each stock grant awarded under the Plan shall be
evidenced by a stock grant agreement in such form as the Board
shall approve from time to time, which agreement shall conform
with the Plan and the following terms and conditions:
(a) Number of Shares. At the date each year when new
members are elected to the Company's Board, each eligible
director of the Company who will be serving on the new Board
(whether newly elected or continuing as a carryover
director) shall be granted 500 shares of the Company's
Common Stock.
An eligible director who begins Board service on a date
other than the date when new members are normally elected to
the Board shall receive a pro rata grant to cover the
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partial year remaining until the next Board election. The
number of shares subject to such grant shall be 500
multiplied by a fraction the numerator of which is the
number of full or partial months in the period commencing on
the first day of the month following the new Board member's
appointment and ending on the next following date when new
members are elected to the Board and the denominator of
which is 12. Any fractional share shall be rounded up to
the next highest whole number of shares.
Notwithstanding the foregoing two paragraphs of this
Section 6(a), an eligible director who begins his or her
first service on the Company's Board, whether such service
commences on the date of the Annual Meeting or on another
date, shall be granted 1000 shares of the Company's Common
Stock.
(b) Vesting. All shares shall be fully and
immediately vested at the date of grant.
(c) Restriction on Transferability. The 500 shares
(or the partial year pro rata portion of such shares)
granted annually to each eligible director are not subject
to any transfer restrictions under the terms of this Plan.
However, the 1,000 shares granted to a first time director
(including additional shares obtained through dividend
reinvestment) may not be sold, gifted or otherwise
transferred while the director remains on the Board of the
Company unless the Board in its sole and absolute discretion
determines otherwise.
(d) Custody of Share Certificates. Certificates for
all shares subject to the transferability restriction under
subsection (c) above shall be held by the Company for the
benefit of the director who shall deliver to the Company a
stock power executed in blank covering such shares. Except
for this custody restriction, the holder of a stock grant
shall possess all the rights of a holder of the Company's
Common Stock, including voting and dividend rights, provided
that all dividends shall be automatically reinvested in
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additional shares of Company Common Stock rather than paid
in cash.
(e) Miscellaneous. All other provisions of the Plan
not inconsistent with this Section 6 shall apply to stock
grants and the holder thereof unless otherwise determined by
the Board. Stock grants shall be considered as directors
fees for purposes of any plan of deferred compensation that
permits the deferral of directors fees.
7. GENERAL RESTRICTION ON ISSUANCE OF STOCK CERTIFICATES
The Company shall not be required to deliver any
certificate upon the grant of any award, the exercise of an
option or the satisfaction of any condition with respect to any
award until it has been furnished with such opinion,
representation or other document as it may reasonably deem
necessary to insure compliance with any law or regulation of the
Securities and Exchange Commission or any other governmental
authority having jurisdiction under this Plan. Certificates
delivered upon such grant, exercise or satisfaction of any
condition may bear a legend restricting transfer absent such
compliance. Each award shall be subject to the requirement that,
if at any time the Board shall determine, in its discretion, that
the listing, registration or qualification of the shares subject
to such award upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of, or
in connection with, the granting of such award or the issue or
purchase of shares thereunder, such award may not be granted or
exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Board of
Directors in the exercise of its reasonable judgment.
8. TERMINATION OF EMPLOYMENT
(a) Options. If a director dies, either before or
after termination as a director, resigns from the Board as a
result of a conflict of interest or is removed from the
Board for cause, any option may be exercised by the director
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or by the director's personal representative, as the case
may be, at any time prior to the earlier of the expiration
date of the option or the first anniversary of the
director's date of death, resignation or removal but only
if, and to the extent that, the director was entitled to
exercise the option at the date of death, resignation or
removal. If a director's employment as a director
terminates for any reason other than death, resignation due
to a conflict or removal for cause, option rights shall
continue to vest in accordance with the terms of the option
agreement without regard to the termination of employment
and may be exercised by the director pursuant to the terms
of that agreement.
(b) Stock Grants. Upon a director's termination of
employment as a director for any reason, all certificates
for shares of Common Stock held by the Company on account of
the restriction on the transfer of stock grants during
service on the Board shall be delivered to the director. In
the event termination of employment is caused by the
director's death such certificates shall be delivered to the
director's personal representative. All such deliveries of
certificates shall be made as soon as reasonably practicable
on or following the date a director terminates employment as
a director of the Company.
9. ADJUSTMENT OF SHARES
In the event of any change in the Common Stock of the
Company by reason of any stock dividend, stock split,
recapitalization, reorganization, merger, consolidation,
split-up, combination, or exchange of shares, or rights offering
to purchase Common Stock at a price substantially below fair
market value, or of any similar change affecting the Common
Stock, the number and kind of shares authorized under Section 4,
the number and kind of shares which thereafter are subject to an
award under the Plan and the number and kind of shares set forth
in options under outstanding agreements and the price per share
shall be adjusted automatically consistent with such change to
prevent substantial dilution or enlargement of the rights granted
to, or available for, participants in the Plan.
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10. NO EMPLOYMENT RIGHTS
The Plan and any awards granted under the Plan shall
not confer upon any director any right with respect to
continuance as a director of the Company or any subsidiary, nor
shall they interfere in any way with any right the Company or its
subsidiaries may have to terminate the director's position as a
director at any time.
11. RIGHTS AS A SHAREOWNER
The recipient of any option under the Plan shall have
no rights as a shareowner with respect thereto unless and until
certificates for shares of Common Stock are issued to the
recipient. The recipient of a stock grant shall have all rights
of a shareowner except for the nontransferability and dividend
reinvestment requirements.
12. AMENDMENT AND DISCONTINUANCE
This Plan may be amended, modified or terminated by the
shareowners of the Company or by the Company's Board of
Directors, provided that Plan provisions relating to the amount,
price and timing of awards may not be amended more than once
every six months other than to comport with changes in the
Internal Revenue Code or the regulations thereunder and provided
further that the Board may not, without approval of the
shareowners, materially increase the benefits accruing to
participants under the Plan, increase the maximum number of
shares as to which awards may be granted under the Plan, change
the minimum exercise price, change the class of eligible persons,
extend the period for which options may be granted or exercised,
or withdraw the authority to administer the Plan from the Board
or a Committee of the Board. Notwithstanding the foregoing, to
the extent permitted by law, the Board may amend the Plan without
the approval of shareowners, to the extent it deems necessary to
cause the Plan to comply with Securities and Exchange Commission
Rule 16b-3 or any successor rule, as it may be amended from time
to time. Except as required by law, no amendment, modification,
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or termination of the Plan may, without the written consent of a
director to whom any award shall theretofore have been granted,
adversely affect the rights of such director under such option.
13. CHANGE IN CONTROL
(a) Notwithstanding other provisions of the Plan, in
the event of a change in control of the Company (as defined in
subsection (c) below), all of a participant's options shall
become immediately vested and exercisable and all of a
participant's certificates held by the Company under a stock
grant shall be immediately delivered to the participant, unless
directed otherwise by a resolution of the Board adopted prior to
and specifically relating to the occurrence of such change in
control.
(b) In the event of a change in control each
participant holding an exercisable option (i) shall have the
right at any time thereafter during the term of such option to
exercise the option in full notwithstanding any limitation or
restriction in any option agreement or in the Plan, and (ii) may,
subject to Board approval and after written notice to the Company
within 60 days after the change in control, or during the period
beginning on the third business day and ending the twelfth
business day following the first release for publication by the
Company after such change of control of a quarterly or annual
summary statement of earnings, which release occurs at least six
months following grant of the option, whichever period is longer,
receive, in exchange for the surrender of the option or any
portion thereof to the extent the option is then exercisable in
accordance with clause (i), an amount of cash equal to the
difference between the fair market value (as determined by the
Board) on the date of surrender of the Common Stock covered by
the option or portion thereof which is so surrendered and the
option price of such Common Stock under the option.
(c) For purposes of this section "change in control"
means:
1) there shall be consummated
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i. any consolidation or merger of the Company in
which the Company is not the continuing or
surviving corporation or pursuant to which any
shares of the Company's common stock are to be
converted into cash, securities or other property,
provided that the consolidation or merger is not
with a corporation which was a wholly-owned
subsidiary of the Company immediately before the
consolidation or merger; or
ii. any sale, lease, exchange or other transfer (in
one transaction or a series of related
transactions) of all, or substantially all, of the
assets of the Company; or
2) the shareowners of the Company approve any plan or
proposal for the liquidation or dissolution of the
Company; or
3) any person (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")), shall become the
beneficial owner (within the meaning of Rule 13d-3
under the Exchange Act), directly or indirectly, of 30%
or more of the Company's then outstanding common stock,
provided that such person shall not be a wholly-owned
subsidiary of the Company immediately before it becomes
such 30% beneficial owner; or
4) individuals who constitute the Board on the date hereof
(the "Incumbent Board") cease for any reason to
constitute at least a majority thereof, provided that
any person becoming a director subsequent to the date
hereof whose election, or nomination for election by
the Company's shareowners, was approved by a vote of at
least three quarters of the directors comprising the
Incumbent Board (either by a specific vote or by
approval of the proxy statement of the Company in which
such person is named as a nominee for director, without
objection to such nomination) shall be, for purposes of
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this clause (d), considered as though such person were
a member of the Incumbent Board.
14. EFFECTIVE DATE
The effective date of this restated Plan is January 1,
1995.
15. DEFINITIONS
Any terms or provisions used herein which are defined
in Section 83 of the Internal Revenue Code as amended, or the
regulations thereunder or corresponding provisions of subsequent
laws and regulations in effect at the time options are made
hereunder, shall have the meanings as therein defined.
16. GOVERNING LAW
To the extent not inconsistent with the provisions of
the Internal Revenue Code that relate to non-qualified stock
options and stock grants, this Plan and any agreement adopted
pursuant to it shall be construed under the laws of the State of
New York.
Dated: 4/26/95 FRONTIER CORPORATION
/s/ Josephine S. Trubek
By --------------------------
Josephine S. Trubek
Corporate Secretary
May 23, 1995 EXHIBIT 5
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
RE: Frontier Corporation
Registration Statements on Form S-8
Directors Stock Incentive Plan
Ladies and Gentlemen:
I am a General Attorney in the Legal Department of Frontier
Corporation (formerly known as Rochester Telephone Corporation)
(the "Company") and have acted on behalf of the Company in
connection with its Registration Statements No. 33-67430 and
No. 33-54511 on Form S-8 to register under the Securities Act of
1933, as amended, an aggregate of 1,000,000 shares of Common
Stock of the Company (the "Shares") to be issued pursuant to the
Company's Directors Stock Incentive Plan (an amendment and
restatement of the plan formerly known as the Rochester Telephone
Corporation Directors 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 and stock grants provided for in the Plan described in
the above-referenced Registration Statements have been duly
authorized by the Company for issuance to eligible directors of
the Company and its subsidiaries 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 upon the exercise of options or as stock grants
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 Statements on Form S-8 and any
reference to me contained therein.
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 Registration
Statement on Form S-8 of Frontier Corporation 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 its
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 acquisition by Frontier
Corporation of American Sharecom, Inc. which constitutes part of the
Frontier Corporation Current Report on Form 8-K dated April 12, 1995.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
May 23, 1995
Rochester, New York
<PAGE>
POWER OF ATTORNEY
Each of the undersigned directors and/or officers of Frontier
Corporation, a New York business 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 any 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
Frontier Corporation Directors Stock Incentive Plan, including
specifically, but without limiting the generality of the
foregoing, full power and authority to sign the names 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 of them, shall do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, this instrument have signed and delivered
these presence as of this 26th day of April, 1995.
/s/ Patricia C. Barron
-------------------------
Patricia C. Barron
/s/ Ronald L. Bittner
-------------------------
Ronald L. Bittner
/s/ Raul E. Cesan
-------------------------
Raul E. Cesan
<PAGE>
<PAGE>
/s/ Brenda Evans Edgerton
-------------------------
Brenda Evans 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/ Dr. Leo J. Thomas
-------------------------
Dr. Leo J. Thomas
