<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 21, 1995
FRONTIER CORPORATION
(Exact name of registrant as specified in its charter)
New York 1-4166 16-0613330
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
180 South Clinton Avenue, Rochester, New York 14646
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (716) 777-1000
Item 5 Other Events
- ------ ------------
Frontier Corporation ("Frontier") and WCT Communications, Inc.
("WCT") today announced that they have renegotiated the general
terms of WCT's acquisition by Frontier, resulting in a payment of
approximately $79.8 million in cash for all of the outstanding
shares of WCT.
As permitted by General Instruction F to Form 8-K, the
Registrant incorporates by reference the information contained in
the press release which is filed as an Exhibit to this Report on
Form 8-K.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf of the undersigned hereunto duly authorized.
Frontier Corporation
(Registrant)
Dated: February 22, 1995 By:/s/ Barbara J. LaVerdi
-------------------------
Barbara J. LaVerdi
Assistant Secretary
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
- -------------- ---------------
99 Press Release dated Filed herewith
February 21, 1995
regarding renegotiation
of terms of agreement for
the acquisition of WCT
Communications, Inc.
<PAGE> Frontier Corporation
Frontier Press Release 180 South Clinton Avenue
Rochester, NY 14646
DATE: February 21, 1995
CONTACT: Frontier Corporation
Catherine A. Duda, 716-777-5897 (Media)
Philip H. Yawman, 716-777-6179 (Investors)
WCT
Martin Nason, 805-963-2423
SUMMARY: Frontier and WCT Renegotiate Terms of Agreement
Rochester, New York -- February 21, 1995 -- Frontier Corporation
(NYSE: FRO) and WCT Communications, Inc. (NASDAQ: WCTI) today
announced that they have renegotiated the general terms of WCT's
acquisition by Frontier, resulting in a payment of approximately
$79.8 million in cash for all of the outstanding shares of WCT.
A revised agreement is currently being finalized and will be
subject to the approval of WCT's Board of Directors and,
thereafter, of Frontier's Board of Directors by no later than
March 3, 1995.
The renegotiation followed the termination of the agreement
as a result of the failure of WCT to satisfy certain financial
requirements established in the original merger agreement between
the parties. Each public shareowner of WCT will receive $5.875
per share upon completion of the transaction, while Richard
Frockt, chairman and chief executive officer of WCT will receive
$3.75 per share. The effective average price per share to be
paid by Frontier will be approximately $5.37 excluding the value
of any outstanding options which are exercised. This contrasts
with an effective average share price of approximately $6.38
<PAGE>
<PAGE>
under the terms of the former agreement. The parties anticipate
execution of a revised agreement within the next few days,
although there can be no assurances in this regard.
The revised agreement will include several financial
requirements relative to WCT's performance between now and the
closing of the transaction. Frontier has agreed to work closely
with WCT prior to closing to insure a smooth transition for
existing WCT customers.
The renegotiation of terms may require the refiling for
regulatory approval in a number of jurisdictions which could
result in a delay in the closing date for the transaction. At
this time, the transaction is expected to close in May.
WCT, which reported revenues of $76 million for the 6 months
ended December 31, 1994, has service in 45 states and switches in
Los Angeles, San Francisco, Chicago, Dallas, Philadelphia,
Atlanta and Seattle. Frontier plans to blend WCT's network into
the existing nine-switch network maintained by Frontier
Communications International, formerly RCI Long Distance.
Frontier Communications International provides a full range
of long distance voice, video and data communications services
for business and residential customers in the Northeast, Midwest,
Mid-Atlantic and several Southern states. The long distance
operation had revenues in excess of $330 million in 1994.
Frontier Corporation, a holding company formed on January 1,
1995, is a provider of integrated telecommunications solutions to
more than 1.5 million customers through its long distance, local
telephone and wireless communications operations. The company
was chartered in 1920 as Rochester Telephone Corporation.
