Commission File No. 1-4166
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Frontier Corporation
--------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 16-0613330
----------------------- -----------------
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
180 South Clinton Avenue
Rochester, New York 14646
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
debt securities and is debt securities and is to
effective upon filing pursuant become effective
to General Instruction A(c)(1) simultaneoulsy with the
please check the following effectiveness of a concurrent
box. / / registration statement under
the Securities Act of 1933
pursuant to General
Instruction A(c)(2) please
check the following box. / /
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
------------------- ------------------------------
to be so registered each class is to be registered
------------------- ------------------------------
Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
(None)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered
-------------------------------------------------------
On April 9, 1995, the Board of Directors of Frontier
Corporation (the "Company") declared a dividend of one preferred
share purchase right (a "Right") for each outstanding share of
common stock, par value $1.00 per share, of the Company (the
"Common Stock"). The dividend is payable on April 24, 1995 (the
"Record Date") to the shareowners of record on that date. Each
Right entitles the registered holder to purchase from the Company
one one-hundredth of a share of Series A Junior Participating
Class A Preferred Stock, par value $100 per share (the "Preferred
Stock"), of the Company at a price of $80 per one one-hundredth
of a share of Preferred Stock (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set
forth in a Rights Agreement dated as of April 9, 1995, as the
same by be amended from time to time (the "Rights Agreement"),
between the Company and The First National Bank of Boston, as
Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following the
first date of a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") have
acquired beneficial ownership of 20% or more of the outstanding
shares of Common Stock or such earlier date as a majority of the
Board of Directors shall have become aware of the existence of an
Acquiring Person, or (ii) 10 business days (or such later date as
may be determined by action of the Board of Directors prior to
such time as any person or group of affiliated persons becomes an
Acquiring Person) following the commencement of, or announcement
of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by
a person or group of 20% or more of the outstanding shares of
Common Stock (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect
to any of the Common Stock certificates outstanding as of the
Record Date, by such Common Stock certificate together with a
copy of this Summary of Rights.
The Rights Agreement provides that, until the
Distribution Date (or earlier redemption or expiration of the
Rights), the Rights will be transferred with and only with the
Common Stock. Until the Distribution Date (or earlier redemption
or expiration of the Rights), new Common Stock certificates
issued after the Record Date (including, without limitation, upon
transfer or new issuances of Common Stock) will contain a
notation incorporating the Rights Agreement by reference. Until
the Distribution Date (or earlier redemption or expiration of the
Rights), the surrender for transfer of any certificates for
shares of Common Stock outstanding as of the Record Date, even
without such notation or a copy of this Summary of Rights, will
also constitute (except as otherwise provided in the Rights
Agreement) the transfer of the Rights associated with the shares
of Common Stock represented by such certificate. As soon as
<PAGE>
practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be
mailed to holders of record of the Common Stock as of the Close
of Business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution
Date. The Rights will expire on April 24, 2005 (the "Final
Expiration Date"), unless the Final Expiration Date is extended
or unless the Rights are earlier redeemed or exchanged by the
Company, in each case as described below.
The Purchase Price payable, and the number of shares of
Preferred Stock or other securities or property issuable, upon
exercise of the Rights are subject to adjustment from time to
time to prevent dilution (i) in the event of a stock dividend on,
or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) upon the grant to holders of the Preferred
Stock of certain rights or warrants to subscribe for or purchase
Preferred Stock at a price, or securities convertible into
Preferred Stock with a conversion price, less than the
then-current market price of the Preferred Stock or (iii) upon
the distribution to holders of the Preferred Stock of evidences
of indebtedness or assets (excluding regular periodic cash
dividends or dividends payable in Preferred Stock) or of
subscription rights or warrants (other than those referred to
above).
The number of outstanding Rights are also subject to
adjustment in the event of a stock split of the Common Stock or a
stock dividend on the Common Stock payable in shares of Common
Stock or subdivisions, consolidations or combinations of the
Common Stock occurring, in any such case, prior to the
Distribution Date.
Shares of Preferred Stock purchasable upon exercise of
the Rights will not be redeemable. Each share of Preferred Stock
will be entitled, when, as and if declared, to a minimum
preferential quarterly dividend payment of $1 per share but will
be entitled to an aggregate dividend of 100 times the dividend
declared per share of Common Stock. In the event of liquidation,
the holders of the Preferred Stock will be entitled to a minimum
preferential liquidation payment of $100 per share (plus any
accrued but unpaid dividends) but will be entitled to an
aggregate payment of 100 times the payment made per share of
Common Stock. Each share of Preferred Stock will have 100 votes,
voting together with the Common Stock. Finally, in the event of
any merger, consolidation or other transaction in which shares of
Common Stock are converted or exchanged, each share of Preferred
Stock will be entitled to receive 100 times the amount received
per share of Common Stock. These rights are protected by
customary antidilution provisions.
- 2 -
<PAGE>
Because of the nature of the Preferred Stock's
dividend, liquidation and voting rights, the value of the one
one-hundredth interest in a share of Preferred Stock purchasable
upon exercise of each Right should approximate the value of one
share of Common Stock.
In the event that any person or group of affiliated or
associated persons becomes an Acquiring Person, each holder of a
Right, other than Rights beneficially owned by the Acquiring
Person (which will thereupon become void), will thereafter have
the right to receive upon exercise of a Right at the then current
exercise price of the Right, that number of shares of Common
Stock having a market value of two times the exercise price of
the Right.
In the event that, after a person or group has become
an Acquiring Person, the Company is acquired in a merger or other
business combination transaction or 50% or more of its
consolidated assets or earning power are sold, proper provision
will be made so that each holder of a Right (other than Rights
beneficially owned by an Acquiring Person which will have become
void) will thereafter have the right to receive, upon the
exercise thereof at the then current exercise price of the Right,
that number of shares of common stock of the person with whom the
Company has engaged in the foregoing transaction (or its parent),
which number of shares at the time of such transaction will have
a market value of two times the exercise price of the Right.
At any time after any person or group becomes an
Acquiring Person and prior to the acquisition by such person or
group of 50% or more of the outstanding shares of Common Stock,
the Board of Directors of the Company may exchange the Rights
(other than Rights owned by such person or group which will have
become void), in whole or in part, at an exchange ratio of one
share of Common Stock, or one one-hundredth of a share of
Preferred Stock (or of a share of a class or series of the
Company's preferred stock having equivalent rights, preferences
and privileges), per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price. No fractional
shares of Preferred Stock will be issued (other than fractions
which are integral multiples of one one-hundredth of a share of
Preferred Stock, which may, at the election of the Company, be
evidenced by depositary receipts) and in lieu thereof, an
adjustment in cash will be made based on the market price of the
Preferred Stock on the last trading day prior to the date of
exercise.
At any time prior to the time an Acquiring Person
becomes such, the Board of Directors of the Company may redeem
the Rights in whole, but not in part, at a price of $.01 per
Right (the "Redemption Price"), subject to adjustment. The
- 3 -
<PAGE>
redemption of the Rights may be made effective at such time, on
such basis and with such conditions as the Board of Directors in
its sole discretion may establish. Immediately upon any
redemption of the Rights, the right to exercise the Rights will
terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
For so long as the Rights are then redeemable, the
Company may, except with respect to the redemption price, amend
the Rights in any manner. After the Rights are no longer
redeemable, the Company may, except with respect to the
redemption price, amend the Rights in any manner that does not
adversely affect the interests of holders of the Rights.
Until a Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to receive
dividends.
Item 2. Exhibits.
--------
1. Rights Agreement, dated as of April 9, 1995, between
the Company and The First National Bank of Boston,
which includes the Form of Certificate of Amendment of
the Restated Certificate of Incorporation of Frontier
Corporation as Exhibit A, the Form of Right Certificate
as Exhibit B and the Summary of Rights to Purchase
Shares of Preferred Stock as Exhibit C. Pursuant to the
Rights Agreement, printed Right Certificates will not
be mailed until as soon as practicable after the
earlier of the tenth day after public announcement that
a person or group has acquired beneficial ownership of
20% or more of the shares of Common Stock or the tenth
business day (or such later date as may be determined,
in accordance with the terms of the Rights Agreement,
by action of the Board of Directors) after a person
commences, or announces its intention to commence, a
tender offer or exchange offer the consummation of
which would result in the beneficial ownership by a
person or group of 20% or more of the outstanding
shares of Common Stock.*
--------------
* Incorporated by reference to the original Form 8-A filed with
the Securities and Exchange Commission on April 13, 1995.
- 4 -
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereto duly authorized.
FRONTIER CORPORATION
By: /s/ Barbara J. LaVerdi
----------------------------
Barbara J. LaVerdi
Assistant Secretary
Dated: April 21, 1995
- 5 -
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
1. Rights Agreement, dated as of April 9, 1995,
between the Company and The First National Bank of
Boston, which includes the Form of Certificate of
Amendment of the Restated Certificate of
Incorporation of Frontier Corporation as Exhibit
A, the Form of Right Certificate as Exhibit B and
the Summary of Rights to Purchase Shares of
Preferred Stock as Exhibit C. Pursuant to the
Rights Agreement, printed Right Certificates will
not be mailed until as soon as practicable after
the earlier of the tenth day after public
announcement that a person or group has acquired
beneficial ownership of 20% or more of the shares
of Common Stock or the tenth business day (or such
later date as may be determined, in accordance
with the terms of the Rights Agreement, by action
of the Board of Directors) after a person
commences, or announces its intention to commence,
a tender offer or exchange offer the consummation
of which would result in the beneficial ownership
by a person or group of 20% or more of the
outstanding shares of Common Stock. *
--------------
* Incorporated by reference to the original Form 8-A filed with
the Securities and Exchange Commission on April 13, 1995.
- 6 -
