<PAGE>
<PAGE>
As Filed with the Securities and Exchange Commission
on March 1, 1995
File No. 33-
------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
=====================================================================
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)
- ---------------------------------------------------------------------
HELEN A. ZAMBONI, ESQ.
CORPORATE COUNSEL
FRONTIER CORPORATION
180 SOUTH CLINTON AVENUE, ROCHESTER, NEW YORK 14646
(716) 777-6105
(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>
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
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
Being to be Price Per Offering Registration
Registered Registered Unit (1) Price(1) Fee
- ---------------------------------------------------------------------
Common Stock 437,158 $ 22.69 $9,919,115 $ 3,420.11
par value $1.00
- ---------------------------------------------------------------------
(1) 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 February 22, 1995 in
accordance with Rule 457(c).
- ---------------------------------------------------------------------
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.
<PAGE>
<PAGE>
Subject to Completion
Preliminary Prospectus dated March 1, 1995
PROSPECTUS
FRONTIER CORPORATION
437,158 Shares of Common Stock
($1.00 Par Value)
- ---------------------------------------------------------------------
The 437,158 shares of common stock, $1.00 par value (the "Common
Stock") of Frontier Corporation ("Frontier") offered hereby are
treasury shares which are being offered by and for the sole account
of Frontier. The Common Stock is listed on the New York Stock
Exchange ("NYSE") and traded under the symbol "FRO". The shares of
Common Stock covered by this Prospectus were reacquired by Frontier
from a shareholder ("Frontier Shareholder") on March 3, 1995 upon its
distribution to the Frontier Shareholder of all of the capital stock
of Ontonagon County Telephone Company, which, prior to such
distribution, was a wholly-owned subsidiary of Frontier. Sales by
means of this Prospectus may be made from time to time in one or more
transactions (which may involve crosses or block transactions) on the
New York Stock Exchange or otherwise, in special offerings or in
exchange distributions pursuant to and in accordance with the rules
of the New York Stock Exchange, in the over-the-counter market, in
negotiated transactions, through the writing of options on shares
(whether such options are listed on an options exchange or
otherwise), or a combination of such methods of sale, at market
prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. Frontier may
effect such transactions exclusively by selling shares to or through
UBS Securities Inc., as broker-dealer, and UBS Securities Inc. may
receive compensation in the form of discounts, concessions or
commissions from Frontier and/or from purchasers of shares for whom
UBS Securities Inc. may act as agent or to whom UBS Securities Inc.
may sell as principal. Any such discounts, concessions or
commissions received by UBS Securities Inc. will not exceed those
customary in the types of transactions involved. In placing any
shares pursuant to an offer accepted by Frontier, UBS Securities Inc.
may act as agent or purchase such shares from Frontier as principal
for resale.
<PAGE>
<PAGE>
This offering may be terminated under certain conditions and
will, in any event, terminate on June 30, 1995. There is no minimum
number of shares that must be sold hereunder in order for the
offering to go forward. Consequently, less than the total number of
shares offered hereby may be sold in the offering. See "Plan of
Distribution".
UBS Securities Inc. may be deemed to be an "underwriter" within
the meaning of Section 2(11) of the Securities Act of 1933, and any
commissions received by UBS Securities Inc. and any profit on the
resale of the shares of Common Stock may be deemed to be underwriting
compensation. Frontier has agreed to indemnify UBS Securities Inc.
against certain civil liabilities, including liabilities under the
Securities Act of 1933.
The shares of Common Stock offered hereby have been, or will be
prior to their issuance, listed on the New York Stock Exchange, Inc.
subject to official notice of issuance. On February 22, 1995, the
closing price of the Common Stock on the New York Stock Exchange,
Inc. -- Composite Transactions was $22.875.
=====================================================================
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
- ---------------------------------------------------------------------
<PAGE>
<PAGE>
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. 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 March , 1995.
---
- --------------------------------------------------------------------
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>
AVAILABLE INFORMATION
Frontier is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange 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 450 Fifth Street, N.W.,
Washington, D.C. 20549, or at the following regional offices of the
Commission: New York Regional Office, 7 World Trade Center, Suite
1300, 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. The Common Stock is listed and traded on the
New York Stock Exchange and quoted under the symbol "FRO".
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 does not contain all of the information set
forth in the registration statement, certain parts of which are
omitted in accordance with the rules and regulations of the
Commission. For further information pertaining to Frontier and the
Common Stock, reference is made to the registration statement,
including the exhibits filed therewith.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Frontier's Annual Report on Form 10-K for the year ended
December 31, 1993, as amended, and its Quarterly Reports on Form 10-Q
for the quarters ended March 31, 1994, June 30, 1994 and September
30, 1994, as well as its Current Reports on Form 8-K dated January
19, 1994, May 17, 1994, July 1, 1994, July 14, 1994, October 11, 13,
14 and 15, 1994, November 18 and 30, 1994, December 28, 1994,
<PAGE>
<PAGE>
February 13, 22 and 28, 1995, and its Proxy Statement, dated November
18, 1994 for the Special Meeting of Shareowners held on December 19,
1994, and all other reports filed by Frontier pursuant to section 13a
or 15d of the Exchange Act since December 31, 1994, are hereby
incorporated by reference into this Prospectus.
All documents filed by Frontier with the Commission pursuant to
sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
hereof and prior to the date of termination of the offering of the
shares described herein shall be deemed to be incorporated by
reference into this Prospectus and to be a part hereof from the date
of 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 that a 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.
This Prospectus incorporates documents by reference which are
not presented herein or delivered herewith. Frontier hereby
undertakes to provide without charge to each person to whom this
Prospectus has been delivered, on the written or oral request of such
person, or any beneficial owner, a copy of any or all of the
documents referred to above which have been or may be incorporated
into this Prospectus and deemed to be part hereof, other than
exhibits to such documents, unless such exhibits are specifically
incorporated by reference in such documents. Such documents are
available upon request from Louis L. Massaro, Corporate Vice
President-Finance, Frontier Corporation, 180 South Clinton Avenue,
Rochester, New York 14646-0700, telephone number (716) 777-1000.
THE COMPANY
Frontier Corporation, a New York business corporation and the
issuer of the shares of Common Stock covered by this Prospectus, has
<PAGE>
<PAGE>
its principal executive offices at 180 South Clinton Avenue,
Rochester, New York 14646. Its telephone number is (716) 777-1000.
Until January 1, 1995, Frontier, then known as Rochester
Telephone Corporation, was a local service telephone operating
company regulated by the New York State Public Service Commission
("NYPSC") which, together with four of its regulated telephone
operating company subsidiaries, provided telephone service within New
York State. On January 1, 1995, Frontier dropped its local exchange
company business into a wholly-owned subsidiary, Rochester Telephone
Corp., and its certain other regulated businesses into Frontier
Communications of Rochester, Inc., pursuant to a plan (the "Open
Market Plan") approved by the NYPSC and Frontier's shareowners in
December 1994. For a complete discussion of the reorganization
pursuant to the Open Market Plan, see the Proxy Statement, dated
November 18, 1994 for the Special Meeting of Shareowners held on
December 19, 1994 and Current Report on Form 8-K dated December 28,
1994 incorporated by reference herein.
In addition, Frontier, either directly or through intervening
subsidiaries, is sole equity owner of five local exchange carriers
("LECs") in Pennsylvania, two LECs in Indiana, one LEC in Michigan,
five LECs in Wisconsin, eight LECs in Illinois, three LECs in
Alabama, two LECs in Georgia, one LEC in Mississippi, one LEC in
Iowa, and one LEC in Minnesota. The principal area served by
Rochester Telephone Corp. is the City of Rochester and adjacent
areas. Frontier also owns a number of operating "unregulated"
subsidiaries which are engaged in various telecommunications-related
businesses, including long distance and cellular. Frontier
Communications International Inc. is Frontier's flagship long
distance company. Frontier has also announced the pending
acquisitions of WCT Communications, Inc., a long distance company
headquartered in Santa Barbara, California, which serves primarily
markets in California, and American Sharecom, Inc., another long
distance company headquartered in Minneapolis, which serves markets
in the Midwest, California and the Northwest. See Current Reports on
Form 8-K dated October 11, 1994, October 13, 1994, October 15, 1994,
November 30, 1994, February 22, 1995 and February 28, 1995
incorporated by reference herein.
<PAGE>
<PAGE>
USE OF PROCEEDS
The proceeds shall be used for working capital and other general
corporate purposes. There is no minimum required purchase of Common
Stock under the terms of this offering. Consequently, less than the
total number of shares of Common Stock being offered hereby may be
sold.
PLAN OF DISTRIBUTION
The 437,158 shares of Common Stock covered by this Prospectus
are treasury shares which are being offered by Frontier. All of the
proceeds of this offering, less brokers' commissions and, if
applicable, underwriting discounts will be received by Frontier.
Subject to the terms and conditions of the Distribution
Agreement between Frontier and UBS Securities Inc., dated as of March
1, 1995, Frontier has agreed to sell the Common Stock to or through
UBS Securities Inc., as broker-dealer. Sales by means of this
Prospectus may be made from time to time in one or more transactions
(which may involve crosses or block transactions) on the New York
Stock Exchange or otherwise, in special offerings or in exchange
distributions pursuant to and in accordance with the rules of the New
York Stock Exchange, in the over-the-counter market, in negotiated
transactions, through the writing of options on shares (whether such
options are listed on an options exchange or otherwise), or a
combination of such methods of sale, at market prices prevailing at
the time of sale, at prices related to such prevailing market prices
or at negotiated prices. Frontier may effect such transactions by
selling shares to or through UBS Securities Inc., as broker-dealer,
and UBS Securities Inc. may receive compensation in the form of
discounts, concessions or commissions from Frontier and/or from
purchasers of shares for whom they may act as agent or to whom they
may sell as principal. Any such discounts, concessions or
commissions received by UBS Securities Inc. will not exceed those
customary in the types of transactions involved. In placing any
shares pursuant to an offer accepted by Frontier, UBS Securities Inc.
may act as agent or purchase such shares from Frontier as principal
for resale. There is no minimum number of shares that must be sold
<PAGE>
<PAGE>
hereunder in order for the offering to go forward. Consequently,
less than the total number of shares offered hereby may be sold in
the offering.
The obligations of UBS Securities Inc. under the Distribution
Agreement are subject to certain conditions, including: (i) the
accuracy of Frontier's representations in the Distribution Agreement
at all times shares are being sold thereunder, (ii) the effectiveness
of the Registration Statement as of not later than 9:00 A.M. on the
commencement date of the offering and the timely filing of the
Prospectus and any supplement thereto, (iii) the delivery at the
times specified in the Distribution Agreement of satisfactory legal
opinions, (iv) the delivery at the times specified in the
Distribution Agreement of certificates from certain executive
officers of Frontier and (v) the delivery at the times specified in
the Distribution Agreement of a letter or letters from independent
certified public accountants.
UBS Securities Inc.'s obligations under the Distribution
Agreement may be terminated if, prior to the sale of all of the
Common Stock, (i) trading in the Common Stock shall have been
suspended by the Commission or the New York Stock Exchange or trading
in securities generally on the New York Stock Exchange shall have
been suspended or limited, (ii) a banking moratorium shall have been
declared either by federal or New York State authorities or (iii)
there shall have occurred any outbreak or escalation of hostilities,
declaration by the United States of a national emergency or war or
other material event or development the effect of which on financial
markets, Frontier or the Common Stock is such as to make it, in the
judgment of UBS Securities Inc., impracticable or inadvisable to
proceed with the offering or delivery of the Common Stock as
contemplated hereby or under any Terms Agreement relating to the
Distribution Agreement between UBS Securities Inc. and Frontier.
<PAGE>
<PAGE>
In addition, Frontier has reserved the right to suspend
solicitation of offers to purchase the Common Stock commencing at any
time for any period of time or permanently.
PROVIDED, HOWEVER, that Frontier, with the consent of UBS
Securities Inc., may offer, sell or contract to sell, or otherwise
dispose of, directly or indirectly, or announce the offering of, any
other shares of Common Stock or any securities convertible into, or
exchangeable for, shares of Common Stock in connection with a merger,
acquisition or other similar transaction by Frontier.
Frontier has agreed to indemnify UBS Securities Inc. against
certain liabilities, including liabilities under the Securities Act
of 1933.
UBS Securities Inc. has from time to time provided investment
banking services to Frontier for which they have received customary
fees.
An affiliate of UBS Securities Inc. is a lender under a bank
credit facility with Rochester Telephone Corp., a wholly-owned
subsidiary of Frontier.
SECURITIES TO BE REGISTERED
The securities offered hereby consist of shares of Frontier's
Common Stock, $1.00 par value, currently held in treasury. Common
Stock of the same class is registered pursuant to section 12(b) of
the Exchange Act.
Frontier's authorized capitalization presently consists of (i)
300,000,000 shares of Common Stock, par value $1.00 per share, of
which 73,160,833 shares were issued and outstanding at December 31,
1994, (ii) 850,000 shares of Cumulative Preferred Stock ("Cumulative
Preferred Stock"), par value $100.00 per share, issuable in series,
of which, as of December 31, 1994, a total of 200,000 shares,
constituting three series, were issued and outstanding, and 4,000,000
shares of Class A Preferred Stock ("Class A Preferred Stock") which,
when issued, will rank junior to the Cumulative Preferred Stock as to
dividends or distributions and upon the liquidation, dissolution and
<PAGE>
<PAGE>
winding up of Frontier. As of January 1, 1995, no shares of Class A
Preferred Stock ($100.00 par value) were issued and outstanding.
Dividends may be declared and paid on the Common Stock out of
legally available surplus. However, no dividends may be paid on the
Common Stock until accrued and unpaid dividends on Frontier's
outstanding series of Cumulative Preferred Stock have been paid or
declared and funds set aside for their payment.
The holders of the Common Stock have exclusive voting rights of
one vote for each share held, subject to the voting rights of the
outstanding Cumulative Preferred Stock described below. The holders
of the Common Stock are not entitled to cumulative voting in the
election of directors.
When four or more quarterly dividends on the Cumulative
Preferred Stock are in arrears, and until such arrearages at full
dividend rates have been paid or declared and set apart for payment,
the holders of the Cumulative Preferred Stock as a class have the
right to elect a majority of the Board of Directors. In such event,
the holders of the Common Stock have the right to elect only the
remaining directors.
In addition, the affirmative vote of various proportions of the
Cumulative Preferred Stock is required to (1) increase the authorized
amount of the Cumulative Preferred Stock; (2) create shares having
preferential rights equal or superior to the Cumulative Preferred
Stock; (3) issue any shares of Cumulative Preferred Stock or any
shares having preferential rights equal or superior to the Cumulative
Preferred Stock without compliance with certain requirements as to
earnings; and (4) create, alter or abolish any voting rights or
preferential rights or redemption provisions affecting the Cumulative
Preferred Stock adversely.
The Board of Directors of Frontier determines the respective
rights of the holders of one or more series of the Class A Preferred
Stock, which might include: (1) restrictions on dividends on Common
Stock if dividends on the Class A Preferred Stock are in arrears; (2)
dilution of the voting power of the Common Stock; and (3) the holders
of Common Stock not being entitled to share in Frontier's assets upon
<PAGE>
<PAGE>
liquidation until satisfaction of any liquidation preference granted
to the Class A Preferred Stock.
On any liquidation of Frontier, the holders of the Cumulative
Preferred Stock are entitled to their full value per share plus
accumulated dividends. After satisfaction of outstanding liabilities
and of the preferential liquidation rights of the Cumulative
Preferred Stock, the holders of Frontier Common Stock are entitled to
share ratably in the distribution of all remaining assets.
Holders of the Common Stock have no preemptive rights to
purchase any stock issued by Frontier, any securities convertible
into such stock, or any rights or options to acquire such stock.
The outstanding shares of Frontier Common Stock are fully paid
and nonassessable.
The transfer agent and registrar for the Common Stock is The
First National Bank of Boston, 150 Royall Street, Canton,
Massachusetts 02021. Reference is made to the INCORPORATION OF
CERTAIN DOCUMENTS BY REFERENCE portion of this Prospectus and to
Exhibits 3(a) and 3(b) referenced in the registration statement on
Form S-3, for a complete description of the Common Stock.
INTEREST OF EXPERTS
The validity of the Common Stock offered hereby by Frontier has
been passed upon for Frontier by Helen A. Zamboni, its Corporate
Counsel. As of December 31, 1994, Helen A. Zamboni was also the
beneficial owner of 5,824.3105 shares of Frontier Common Stock.
<PAGE>
<PAGE>
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 ..................... $ 3,420.11
Legal fees ........................... $ 1,000.00
Accounting fees ...................... $ 1,000.00
----------
Total Expenses $ 5,420.11
==========
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.
II-1
<PAGE>
<PAGE>
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.
II-2
<PAGE>
<PAGE>
Item 16. List of Exhibits
Exhibit
Number
1-1 - Form of Distribution Agreement
5-1 - Opinion of Helen A. Zamboni re: legality
23-1 - Consent of Price Waterhouse, LLP
23-2 - Consent of Helen A. Zamboni (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;
II-3
<PAGE>
<PAGE>
Provided however, that paragraphs (1)(a)(i) and (1)(a)(ii),
above, do not apply if the registration statement is on Form S-3,
Form S-8 or Form F-3, and the information required to be included in
a post-effective amendment by those paragraphs is 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,
II-4
<PAGE>
<PAGE>
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, 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.
II-5
<PAGE>
<PAGE> 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
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 1st day of March, 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 1st day of March, 1995.
Signature Title
Ronald L. Bittner President and Chief Executive
/s/Louis L. Massaro Officer, Director
By: ------------------------ (Principal Executive Officer)
(Louis L. Massaro,
Attorney-in-Fact)
/s/Louis L. Massaro Corporate Vice President - Finance
- ---------------------------- (Principal Financial and
Louis L. Massaro Accounting Officer)
Ronald L. Bittner )
John R. Block )
Brenda E. Edgerton )
Jairo A. Estrada ) Directors
Daniel E. Gill )
Douglas H. McCorkindale )
Leo J. Thomas, Ph.D. )
By: /s/Louis L. Massaro
------------------------
(Louis L. Massaro, Attorney-in-Fact)
II-6
<PAGE>
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER METHOD OF FILING
- -------------------------------------------------------------------
1-1 Form of Distribution Agreement To be Filed Subsequently
5-1 Opinion of Helen A. Zamboni Filed Herewith
re: legality
23-1 Consent of Price Waterhouse Filed Herewith
23-2 Consent of Helen A. Zamboni (Included in Exhibit 5)
24-1 Powers of Attorney of Directors Filed Herewith
24-2 Certified Resolutions of Frontier Filed Herewith
authorizing execution by an
officer by power of attorney
II-7
<PAGE>
Exhibit 5-1
February 27, 1995
To: Persons Purchasing Shares of $1.00 Par Value Frontier
Corporation Common Stock in Primary Transactions from
Frontier Corporation Pursuant to a Certain Registration
Statement on Form S-3 dated February 27, 1995.
I am the Corporate Counsel 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.
Sincerely yours,
/s/Helen A. Zamboni
- -------------------
Helen A. Zamboni
Corporate Counsel
<PAGE>
Exhibit 23-1
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 17, 1994, which appears on
page 32 of the 1993 Annual Report to the shareowners of Frontier
Corporation, which is incorporated by reference in Frontier
Corporation's Annual Report on Form 10-K (as amended) for the
year ended December 31, 1993. We also consent to the
incorporation by reference of our report on the Financial
Statement Schedules, which appears on page 23 of such Annual
Report on Form 10-K (as amended). We also consent to the
incorporation by reference of our report dated January 16, 1995
which appears in the Current Report on Form 8-K dated February
13, 1995.
/s/Price Waterhouse LLP
- -----------------------------
PRICE WATERHOUSE LLP
Rochester, New York
February 22, 1995
<PAGE>
EXHIBIT 24-1
POWER OF ATTORNEY
-----------------
Each of the undersigned directors and/or officers of
Rochester Telephone Corporation, a New York 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 the offering made or
deemed to be made by the Company of shares of its Common Stock,
including specifically, but without limiting the generality of
the foregoing, full power and authority to each of said attorneys
and agents to sign the name of the undersigned to any
Registration Statements on Form S-3 or other applicable forms
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 one of them shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have signed and
delivered these presence as of this 19th day of September, 1994.
------------------------------
Patricia C. Barron
/s/Ronald L. Bittner
------------------------------
Ronald L. Bittner
<PAGE>
<PAGE>
/s/John R. Block
------------------------------
John R. Block
/s/Brenda E. Edgerton
--------------------------------
Brenda E. Edgerton
/s/Jairo A. Estrada
--------------------------------
Jairo A. Estrada
/s/Daniel E. Gill
--------------------------------
Daniel E. Gill
--------------------------------
Alan C. Hasselwander
/s/Douglas H. McCorkindale
--------------------------------
Douglas H. McCorkindale
/s/Leo J. Thomas
--------------------------------
Leo J. Thomas
<PAGE>
Exhibit 24-2
CERTIFICATE OF RESOLUTION
-------------------------
Barbara J. LaVerdi, being the Assistant Secretary of
Frontier Corporation, does hereby certify that the following
resolution was duly passed by the Board of Directors of Frontier
Corporation (previously Rochester Telephone Corporation), at a
meeting held on September 19, 1994, in the Enterprise Room of
Frontier Center, 180 South Clinton Avenue, Rochester, New York
and that the same is still in full force and effect.
RESOLVED: The Board of Directors of Rochester Telephone
Corporation (the "Company") hereby authorizes and consents
to the sale of the stock of Ontonagon County Telephone
Company, including its subsidiaries ("Ontonagon"), currently
owned by the Company's wholly-owned subsidiary Rochester Tel
Subsidiary Telco, Inc. ("RTSTI") to Mid-South
Telecommunications Company, Inc., in a tax-deferred stock
distribution whereby the Company will receive not more than
$10,000,000 of its common stock (the "Common Stock") at the
Closing; and it is
FURTHER RESOLVED: That the Board of Directors hereby
authorizes and empowers the appropriate officers of the
Company to re-issue or cause to be re-issued the Common
Stock in a private placement or a registered public
offering, as shall be determined by such officers; and it is
FURTHER RESOLVED: That if the issuance of the Common Stock
is in a public offering, such Common Stock shall be
registered on a Registration Statement on Form S-3 under the
Securities Act of 1933, as amended (the "Act"), of the
Common Stock and such registration is in all respects
approved; and the appropriate officers of the Company are
hereby authorized, in the name and on behalf of the Company,
to execute a Registration Statement in such form as the
officer or officers executing the same may approve, such
<PAGE>
<PAGE>
execution to be conclusive evidence of such approval, and to
execute any and all amendments thereto, including
post-effective amendments, as they may deem necessary or
desirable; and it is
FURTHER RESOLVED: That upon the execution of the
Registration Statement or any amendments thereto, including
any such post-effective amendments, by an officer or
officers of the Company, either in person or by a duly
authorized attorney-in-fact, the officers of the Company be,
and hereby are, authorized to cause the Registration
Statement and any amendments thereto, including
post-effective amendments, to be filed with the Securities
and Exchange Commission (the "Commission") and to execute
and file all such instruments, make all such payments and do
such other acts and things as, in the opinion of any of
them, may be necessary or desirable in order to effect such
filing and to comply with the rules and regulations under
the Act, the Securities Exchange Act of 1934, as amended
(the "Exchange Act") and to cause the Registration Statement
to become effective and to maintain the Registration
Statement in effect for as long as they deem it to be in the
best interests of the Company; and it is
FURTHER RESOLVED: That Helen A. Zamboni is hereby
designated and appointed as the agent of the Company for the
receipt of notices or communications from the Commission
with respect to the Registration Statement, with all the
powers set forth in the rules and regulations of the
Commission under the Act; and it is
FURTHER RESOLVED: That the President or the Corporate Vice
President - Finance of the Company be, and each of them
hereby is, authorized and empowered to execute and deliver,
in the name and on behalf of the Company, an Underwriting
Agreement (the "Underwriting Agreement"), between the
Company and a representative (the "Representative") of the
underwriters to be named therein (the "Underwriters"), such
<PAGE>
<PAGE>
Underwriting Agreement to relate to the public offering of
the shares of the Company's Common Stock covered by the
Registration Statement, in such form as the officer
executing such agreement shall approve, such approval to be
conclusively evidenced by the execution and delivery
thereof; and it is
FURTHER RESOLVED: That each of Ronald L. Bittner and Louis
L. Massaro, acting together, be and hereby are authorized,
empowered and directed to determine whether to proceed with
the filing of the Registration Statement, to determine the
number of authorized shares to be covered by the
Registration Statement and sold pursuant to the Underwriting
Agreement, the offering price of the offered shares, the
underwriting discounts and commissions to be paid in
connection with the sale of the offered shares, and such
other terms of the offering as they shall determine, and
Ronald L. Bittner and Louis L. Massaro, acting together,
shall have all the power and authority of the Board of
Directors with respect to such terms of the offering, with
such approval to be conclusively evidenced by the final
prospectus contained in the Registration Statement; and it
is
FURTHER RESOLVED: That each officer and director of the
Company who may be required to execute the Registration
Statement or any amendment or supplement thereto (whether on
behalf of the Company or otherwise), and each of them acting
alone, be and hereby are authorized to execute a power of
attorney appointing Ronald L. Bittner, Louis L. Massaro and
Josephine S. Trubek, and each of them, his or her true and
lawful attorneys-in-fact and agents to execute in his/her
name, place and stead (or in any such capacity), the
Registration Statement and any amendment or supplement
thereto, and all instruments requiring execution therewith;
and it is
<PAGE>
<PAGE>
FURTHER RESOLVED: That the appropriate officers of the
Company, in their capacity as such and in their capacity as
officers and directors of Ontonagon and RTSTI, be, and each
of them is, authorized and directed to do and perform, or
cause to be done and performed, all such acts, deeds and
things and to make, execute and deliver, or cause to be
made, executed and delivered, all such agreements,
undertakings, documents, instruments or certificates in the
name and on behalf of the Company, Ontonagon, RTSTI or
otherwise as each such officer may deem necessary or
appropriate to effectuate or carry out fully the purpose and
intent of the foregoing resolutions, including but not
limited to the negotiating, drafting, executing and filing
of all agreements, applications, petitions and filings on
behalf of the Company, Ontonagon and RTSTI as they shall
deem necessary or advisable and the proper performance of
the obligations of the Company under the Underwriting
Agreement, the Registration Statement or any other agreement
or document referred to herein.
IN WITNESS WHEREOF, the undersigned hereby so certifies
under penalties of perjury, this 20th day of February, 1995.
/s/Barbara J. LaVerdi
-------------------------------
Barbara J. LaVerdi
Assistant Secretary
