<PAGE>
<PAGE>
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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 (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)
FRONTIER CORPORATION
EMPLOYEES' 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
------------------------------------------------------------
(Name, address and telephone number of agent for service)
------------------------------------------------------------
Copy to: Karen Gratch, Esq.
Frontier Corporation
180 South Clinton Avenue
Rochester, New York 14646-0700
<TABLE>
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed Proposed Amount of
securities to amount to be Maximum Offering Maximum Aggregate Registration
be registered registered price per share* Offering Price* Fee
- ------------- ------------ ---------------- ----------------- ------------
<S> <C> <C> <C>
Common Stock 8,000,000 $ 32.625 $261,000,000 $89,993
$1.00 par value
* Inserted solely for the purposes of calculating the registration fee pursuant to
Rule 457(h) and based upon the average of the high and low prices for the registrant's
Common Stock on the New York Stock Exchange reported as of May 28, 1996.
</TABLE>
<PAGE>
<PAGE>
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, 1995, filed on March 27, 1996
pursuant to Section 13 of the Securities Exchange Act of 1934.
(b) All other reports filed by the Company pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934
since December 31, 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 Employees' 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.
Item 5. Interests of Named Experts and Counsel.
The legality of the Plan and Common Stock has been passed
upon by Karen Gratch, Esq., 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.
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;
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.
<PAGE>
<PAGE>
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 29, 1996.
FRONTIER CORPORATION
/s/ Ronald L. Bittner
By: ------------------------
Ronald L. Bittner
Chairman, Chief Executive
Officer and Director
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/ Louis L. Massaro
Date: May 29, 1996 By: --------------------------
Louis L. Massaro
Executive Vice President,
Chief Financial Officer and
Chief Administrative Officer
(principal financial officer)
/s/ Richard A. Smith
Date: May 29, 1996 By: ---------------------------
Richard A. Smith
Vice President and Controller
(principal accounting
officer)
<PAGE>
<PAGE>
SIGNATURES
DIRECTORS
Date: By: -------------------------
Patricia C. Barron
Date: April 24, 1996 By: /s/ Raul E. Cesan*
-------------------------
Raul E. Cesan
Date: April 24, 1996 By: /s/ Brenda E. Edgerton*
-------------------------
Brenda E. Edgerton
Date: April 24, 1996 By: /s/ Jairo A. Estrada*
-------------------------
Jairo A. Estrada
Date: April 24, 1996 By: /s/ Michael E. Faherty*
-------------------------
Michael E. Faherty
Date: April 24, 1996 By: /s/ Daniel E. Gill*
-------------------------
Daniel E. Gill
Date: April 24, 1996 By: /s/ Alan C. Hasselwander*
--------------------------
Alan C. Hasselwander
/s/ Robert J. Holland, Jr.
Date: April 24, 1996 By: --------------------------
Robert J. Holland, Jr.
Date: April 24, 1996 By: /s/ Douglas H. McCorkindale*
----------------------------
Douglas H. McCorkindale
Date: April 24, 1996 By: ----------------------------
Marvin C. Moses
Date: April 24, 1996 By: /s/ Dr. Leo J. Thomas*
----------------------------
Dr. Leo J. Thomas
Date: April 24, 1996 By: /s/ Richard J. Uhl*
----------------------------
Richard J. Uhl
/s/ Louis L. Massaro
*By: -------------------------
Louis L. Massaro
Attorney-In-Fact
<PAGE>
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities
Act of 1933, the trustees (or other persons who administer the
employee benefit plan) have 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 the 29th day of May, 1996.
FRONTIER CORPORATION EMPLOYEES'
STOCK OPTION PLAN
/s/ Janet F. Sansone
By: --------------------------
Janet F. Sansone
Chair - Management Benefits
Committee
<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Reference
- -------- ----------- ----------
4.1 Copy of Indenture between the Incorporated by
Company and Manufacturers Hanover reference to Exhibit
Trust Company, Trustee, dated 4-12 to Form 10-K
September 1, 1986 for the year ended
December 31, 1986
4.2 Copy of First Supplemental Incorporated by
Indenture to said Indenture, reference to Exhbit
made by the Company to 4(b) to Registration
Manufacturers Hanover Trust Statement 33-32035
Company, Trustee, dated
December 1, 1989
4.3 Copy of 10.46% Non Negotiable Incorporated by
Convertible Debenture due reference to Exhibit
October 27, 2008 from the 4-14 to Form 10-K
Company to The Walters Trust for the year ended
December 31, 1988
4.4 Copy of 9% Debenture due Incorporated by
August 15, 2021 reference Exhibit
4-16 to Form 10-K
for the year ended
December 31, 1991
4.5 Copy of Indenture between the Incorporated by
Company and Chase Manhattan reference to Exhibit
Bank,N.A. dated August 9, 4.5 to Form 10-K
1995 for the year ended
December 31, 1995
4.6 Restated Certificate of Incorporated by
Incorporation reference to Exhibit
3.1 to Form 10-K
for the year ended
December 31, 1995
4.7 Amendment to Restated Certificate Incorporated by
of Incorporation reference to Exhibit
3.2 to Form 10-K
for the year ended
December 31, 1995
4.8 By-laws Incorporated by
reference to Exhibit
3 to Form 10-Q
for the quarter
ended March 31, 1996
4.9 Frontier Corporation Employees' Filed herewith
Stock Option Plan
5 Opinion of Karen Gratch, Esq. Filed herewith
as to legality of Plan
23-1 Consent of Karen Gratch, Esq. is
contained in her opinion filed as
Exhibit 5 to this Registration
Statement
23-2 Consent of Price Waterhouse, Filed herewith
independent accountants
23-3 Consent of Ernst & Young, Filed herewith
independent accountants
24 Powers of Attorney Filed herewith
<PAGE>1
EXHIBIT 4.1
[3/25/96]
FRONTIER CORPORATION
EMPLOYEES' STOCK OPTION PLAN
1. PURPOSE
The purpose of the Frontier Corporation Employees' Stock
Option Plan (the "Plan") is to enable the Company and its
subsidiaries to attract and retain valued employees 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 employees
non-qualified stock options ("options") 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 Committee
on Management (the "Committee"). This Committee shall consist of
at least two members of the Company's Board of Directors, none of
whom during the twelve months prior to commencement of service on
the Committee, or during such service, has been granted or
optioned any equity security or derivative security of the
Company pursuant to the Plan or, except as permitted by Rule
16b-3(c)(2)(i), or any successor provision, promulgated pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), any other plan of the Company. Subject to the provisions
of the Plan, the Committee shall possess the authority, in its
discretion, (a) to determine the employees of the Company to
whom, and the time or times at which options shall be granted;
(b) to determine at the time of grant the number of shares to be
subject to each option; (c) to prescribe the form of the option
agreements and any appropriate terms and conditions applicable to
the options and to make any amendments to such agreements or
options; (d) to interpret the Plan; (e) to make and amend rules
and regulations relating to the Plan; and (f) to make all other
determinations necessary or advisable for the administration of
the Plan. The Committee's determinations shall be conclusive and
binding. No member of the Committee shall be liable for any
action taken or decision made in good faith relating to the Plan
or any option granted hereunder.
The Committee may delegate to a Stock Option Committee any
portion of its authority. In this event, the term "Committee" as
used herein shall include the Stock Option Committee with respect
to the delegated authority. Notwithstanding any such delegation
of authority, the Committee on Management shall retain overall
responsibility for the operation of the Plan. The Stock Option
Committee shall not make awards under the Plan to persons
described in Rule 16a-1(f) of the Exchange Act and any such
persons eligible to receive options under the Plan shall be
selected, all options granted, and terms established by the
Committee.
3. ELIGIBLE EMPLOYEES
All employees of the Company and its subsidiaries are
eligible to receive options except: (1) senior officers and (2)
employees within a unit covered by a collective bargaining
agreement unless the award of options under this Plan has been
bargained for. For this purpose, subsidiaries include all
corporations of which at least fifty percent of the voting stock
is owned by the Company directly or through one or more
corporations at least fifty percent of the voting stock of which
is so owned, and partnerships of which the Company has, either
directly or indirectly, at least a fifty percent interest in the
partnership's capital or profits.
4. SHARES AVAILABLE
The total number of shares of the Company's Common Stock
(par value of $1.00 per share) available in the aggregate for
options under this Plan shall not exceed 8 million shares,
including treasury shares. Shares to be granted may be
authorized and unissued shares or may be treasury shares.
If an option expires, terminates or is cancelled without
being exercised or becoming vested, new options may thereafter be
granted under the Plan covering such shares unless Rule 16b-3
provides otherwise. No options may be granted more than 10 years
after the effective date of the Plan.
5. TERMS AND CONDITIONS OF OPTIONS
All options granted under this Plan shall be non-qualified
options. Each option shall be evidenced by an option
agreement in such form as the Committee shall approve from time
to time, which agreement shall conform with this Plan and contain
the following terms and conditions:
(a) 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 the
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.
(b) 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.
(c) Options Nontransferable. Each option by its terms
shall not be transferable by the participant otherwise than
(i) by will or the laws of descent and distribution, (ii)
pursuant to a domestic relations order, or (iii) to the
extent permitted under the option agreement or
interpretation of the Committee, by gift to family members
or entities beneficially owned by family members or other
permitted transferees under Rule 16b-3 promulgated under the
Exchange Act, and shall be exercisable, during the
participant's lifetime, only by the participant, the
participant's guardian or the participant's legal
representative, the participant's transferee under a
domestic relations order or other permitted transferee under
this section. To the extent required for the option grant
and/or exercise to be exempt under Rule 16b-3, options (or
the shares of Common Stock underlying the options) must be
held by the participant for at least six months following
the date of grant.
(d) Exercise Terms. Each option granted under the Plan
shall first become exercisable on the second anniversary of
the 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.
No outstanding option may be exercised by any
person if the employee to whom the option is granted is, or
at any time after the date of grant has been, in
competition with the Company or an affiliated company or
partnership. The Committee has the sole discretion to
determine whether an employee's actions constitute
competition with the Company or an affiliated company or
partnership. The Committee may impose such other terms and
conditions on the exercise of options as it deems
appropriate to serve the purposes for which this Plan has
been established.
(e) 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 beneficially owned by 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. GENERAL RESTRICTION ON ISSUANCE OF STOCK CERTIFICATES
The Company shall not be required to deliver any
certificate upon the grant, vesting or exercise of any option
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 or exercise may bear a legend restricting transfer absent
such compliance. Each option shall be subject to the requirement
that, if at any time the Committee shall determine, in its
discretion, that the listing, registration or qualification of
the shares subject to such option 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 options
or the issue or purchase of shares thereunder, such options may
not vest or be 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
Committee in the exercise of its reasonable judgment.
7. IMPACT OF TERMINATION OF EMPLOYMENT
If the employment of a participant terminates by reason
of the participant's (a) retirement pursuant to the terms of a
defined benefit plan or, if he or she is not a participant in a
defined benefit plan, at or after age 55, (b) disability or (c)
death, any option may be exercised, in the case of retirement or
disability, by the participant or, in the case of death, the
participant's designated beneficiary (or personal representative
if there is no designated beneficiary) at any time prior to the
earlier of the expiration date of the option or the expiration of
one year after the date of retirement, disability or death, but
only if, and to the extent that the participant was entitled to
exercise the option at the date of retirement, disability or
death. Upon termination of the participant's employment for any
reason other than retirement, disability or death, all options
held by the participant, whether vested or not, shall be
forfeited. In addition, an option may not be exercised after
retirement if the Committee reasonably determines that the
termination of employment of such participant resulted from
willful acts, or failure to act, by the participant detrimental
to the Company or any of its subsidiaries.
Unless otherwise determined by the Committee, an
authorized leave of absence shall not constitute a termination of
employment for purposes of this Plan. In addition, participants
who transfer employment within the Frontier Group of companies,
including an affiliated partnership, shall not be considered to
have terminated employment. Any such transferred participants
shall remain eligible to exercise previously granted options in
accordance with their terms as if no termination occurred and
shall be eligible to receive additional options pursuant to the
terms of employment with their new employer.
8. 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
option under the Plan and the number and kind of unexercised
options under outstanding option 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.
9. WITHHOLDING TAXES
Whenever the Company proposes or is required to issue or
transfer shares of Common Stock under the Plan, the Company shall
have the right to require the recipient to remit to the Company
an amount sufficient to satisfy any federal, state and/or local
income and employment withholding tax requirements prior to the
delivery of any certificate or certificates for such shares or to
take any other appropriate action to satisfy such withholding
requirements. Notwithstanding the foregoing, subject to such
rules as the Committee may promulgate and compliance with any
requirements under Rule 16b-3, the recipient may satisfy such
obligation in whole or in part by electing to have the Company
withhold shares of Common Stock from the shares to which the
recipient is otherwise entitled.
10. NO EMPLOYMENT RIGHTS
The Plan and any options granted under the Plan shall
not confer upon any participant any right with respect to
continuance as an employee of the Company or any subsidiary, nor
shall they interfere in any way with the right of the Company or
any subsidiary to terminate the participant's position as an
employee at any time.
11. RIGHTS AS A SHAREHOLDER
The recipient of any option under the Plan shall have no
rights as a shareholder with respect thereto unless and until
certificates for the underlying shares of Common Stock are issued
to the recipient.
12. AMENDMENT AND DISCONTINUANCE
This Plan may be amended, modified or terminated by the
Committee or by the shareowners of the Company, except that the
Committee may not, without approval of the shareholders,
materially increase the benefits accruing to participants under
the Plan, increase the maximum number of shares as to which
options may be granted under the Plan, change the minimum
exercise price of options, 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
Committee. Notwithstanding the foregoing, to the extent
permitted by law, the Committee may amend the Plan without the
approval of shareholders, 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,
or termination of the Plan may, without the written consent of a
participant to whom any option shall theretofore have been
granted, adversely affect the rights of such participant 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, unless directed
otherwise by a resolution of the Committee 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 after the change in control, but prior to the
expiration date of the 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 Committee
approval and after written notice to the Company within 60 days
after the change in control, or, if the participant is an officer
subject to Section 16 of the Exchange Act and to the extent
required to exempt the transaction under Rule 16b-3, during the
period beginning on the third business day and ending on 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 Committee) 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
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 shareholders 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 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 Company's
Board of Directors 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
shareholders, 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 this clause (d), considered as
though such person were a member of the
Incumbent Board.
14. EFFECTIVE DATE
The effective date of the Plan shall be the date this
Plan is approved by the affirmative vote of the owners of a
majority of the Company's outstanding shares of Common Stock.
15. DEFINITIONS
Any terms or provisions used herein which are defined in
Sections 83 or 421 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 options, this Plan and
any option agreement adopted pursuant to it shall be construed
under the laws of the State of New York.
Dated: 4/29/96 FRONTIER CORPORATION
/s/ Josephine S. Trubek
By --------------------------
Josephine S. Trubek
Corporate Secretary
Date of Shareholder Approval: April 24, 1996
<PAGE>
EXHIBIT 5
May 28, 1996
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
RE: Frontier Corporation
Registration Statement on Form S-8
Employees' Stock Option Plan
Ladies and Gentlemen:
I am an Attorney in the Legal Department of Frontier Corporation
(the "Company") and have acted on behalf of the Company in
connection with its Registration Statement on Form S-8 to
register under the Securities Act of 1933, as amended, 8,000,000
shares of Common Stock of the Company to be issued pursuant to
the Company's Employees' 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 in the Plan described in the Registration Statement have
been duly authorized by the Company in accordance with the terms
of the Plan.
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/ Karen Gratch
Karen Gratch
Attorney
<PAGE>
EXHIBIT 23-2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-8 of
Frontier Corporation of our report, dated January 22, 1996, which
appears on page 25 of the 1995 Annual Report of Frontier Corporation,
which is incorporated by reference in its Annual Report on Form 10-K
for the year ended December 31, 1995. We also consent to the
incorporation by reference of our report on the Financial Statement
Schedule, whcih appears on page 35 of such Annual Report on Form 10-K.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Rochester, New York
March 29, 1996
<PAGE>
EXHIBIT 23-3
CONSENT OF INDEPENDENT ACCOUNTANT
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the Frontier Corporation
Employees' Stock Option Plan of our report dated January 17, 1996
with respect to the consolidated financial statements and schedule
of ALC Communications Corporation and subsidiaries which report
is included in the Form 10-K of Frontier Corporation filed with
the Securities and Exchange Commission on March 27, 1996.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Detroit, Michigan
May 28, 1996
<PAGE>
EXHIBIT 24
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 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 Employees' Stock Option 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 24th day of April, 1996.
-------------------------
Patricia C. Barron
/s/ Ronald L. Bittner
-------------------------
Ronald L. Bittner
/s/ Raul E. Cesan
-------------------------
Raul E. Cesan
/s/ Brenda Evans Edgerton
-------------------------
Brenda Evans Edgerton
<PAGE>
<PAGE>2
/s/ Jairo A. Estrada
-------------------------
Jairo A. Estrada
/s/ M. E. Faherty
-------------------------
Michael E. Faherty
/s/ Daniel E. Gill
-------------------------
Daniel E. Gill
/s/ Alan C. Hasselwander
-------------------------
Alan C. Hasselwander
/s/ Robert J. Holland, Jr.
-------------------------
Robert J. Holland, Jr.
/s/ Douglas H. McCorkindale
-------------------------
Douglas H. McCorkindale
-------------------------
Marvin C. Moses
/s/ Leo J. Thomas
-------------------------
Dr. Leo J. Thomas
/s/ Richard J. Uhl
-------------------------
Richard J. Uhl
