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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) January 22, 1996
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.)
incorporation)
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 4. Changes in Certifying Accountant for Registrant's
Significant Subsidiary.
(a) Based upon the recommendation of the Audit Committee of
the Board of Directors of Frontier Corporation (the "Registrant"),
the Board on January 22, 1996 approved the retention of Price
Waterhouse LLP as the independent accountant for the Registrant and
its significant subsidiary, Frontier Communications Services Inc.
(formerly Allnet Communication Services, Inc.")("Subsidiary") for
fiscal year 1996. This prospective change in Subsidiary's auditing
firm from Ernst & Young LLP is due to the merger between ALC
Communications Corporation ("ALC"), Subsidiary's direct parent
corporation (collectively, Subsidiary and ALC are referred to as
"ALC"), and a Frontier subsidiary effective on August 16, 1995 (the
"Merger").
Prior to the Merger, Ernst & Young LLP served as independent
accountants for ALC; Price Waterhouse LLP served as Registrant's
independent accountants. Since the Registrant is the parent
corporation of ALC as a result of the Merger, the Audit Committee
of the Registrant considered it appropriate to engage Price
Waterhouse LLP rather than Ernst & Young LLP as ALC's independent
accountants.
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The reports of Ernst & Young LLP on ALC's financial statements
for the past two years did not contain an adverse opinion or a
disclaimer of opinion and were not qualified as to uncertainty,
audit scope or accounting principles.
During ALC's two most recent fiscal years and through January
22, 1996, there were no disagreements between ALC and Ernst & Young
LLP on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure which
disagreements, if not resolved to the satisfaction of Ernst & Young
LLP, would have caused it to make a reference to the subject matter
of the disagreement in connection with its reports.
Registrant and Subsidiary requested Ernst & Young LLP to
furnish a letter addressed to the Securities and Exchange
Commission stating whether it agrees with the above statements. A
copy of the letter furnished to Registrant by Ernst & Young LLP is
filed as Exhibit 16 to this Current Report on Form 8-K in
accordance with subparagraph (a)(3) of Item 304 of Regulation S-K.
(b) As more completely described in (a) above, the change in
accountants from Ernst & Young LLP to Price Waterhouse LLP for ALC
resulted from the Merger between ALC and a Frontier subsidiary
effective on August 16, 1995.
During ALC's two most recent fiscal years and the subsequent
interim period prior to the engagement of Price Waterhouse LLP, ALC
did not consult Price Waterhouse LLP regarding: (i) the application
of accounting principles to a specified transaction, either
completed or proposed, (ii) the type of audit opinion that might be
rendered on ALC's financial statements or (iii) items which
concerned the subject matter of any disagreement with Ernst & Young
LLP or reportable events as described in subparagraph (a)(2) of
Item 304 of Regulation S-K.
Item 7. Financial Statement and Exhibits.
(c) Exhibits.
Letter from Ernst & Young LLP agreeing with the disclosure
contained in Item 4 of this Current Report on Form 8-K.
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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 by the undersigned thereunto duly authorized.
FRONTIER CORPORATION
/s/ Richard A. Smith
By: ------------------------
Richard A. Smith,
Corporate Controller
and Principal Accounting
Officer
Dated: January 26, 1996
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EXHIBITS
Exhibit Number and Description
- ------------------------------
16 Letter from Ernst & Young LLP agreeing with
the disclosure contained
in Item 4 of this Current Report on Form 8-K
is filed herewith
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EXHIBIT 16 to FORM 8-K
January 22, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated January 22, 1996, of
Frontier Corporation and are in agreement with the statements
contained in paragraph (a) on page 2 therein. We have no basis
to agree or disagree with other statements of the registrant
contained therein.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
