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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
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Frontier Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
359 06 P 105
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(CUSIP Number)
Stephen Winnick, Esq.
Briggs and Morgan, P.A.
2400 IDS Center
Minneapolis, MN 55402
(612) 334-8400
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 2, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
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*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
Page 1 of 8 Pages
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CUSIP No. 359 06 P 105 13D Page 2 of 8 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Steven C. Simon
###-##-####
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(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
N/A
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
United States
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Number of Shares (7) Sole Voting
Beneficially Owned Power 4,746,772
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 480,105
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(9) Sole Dispositive
Power 4,746,772
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(10) Shared Dispositive
Power 480,105
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
5,226,877
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
3.2%
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 359 06 P 105 13D Page 3 of 8 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
James J. Weinert
###-##-####
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(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
N/A
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
United States
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Number of Shares (7) Sole Voting
Beneficially Owned Power 2,927,940
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 423,005
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(9) Sole Dispositive
Power 2,927,940
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(10) Shared Dispositive
Power 423,005
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
3,350,945
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
2.0%
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Item 1: Security and Issuer
The name of the issuer is Frontier Corporation (the "Issuer") and
the address of its principal office is 180 South Clinton Avenue,
Rochester, New York 14646-0700. The title of the class of equity
security to which this statement relates is Common Stock. The
Reporting Persons (as defined herein) beneficially own 8,577,822
shares of Common Stock.
Item 2: Identity and Background
(a) This statement is filed jointly by Steven C. Simon and James J.
Weinert, who affirm that they constitute a group (together, the
"Reporting Persons").
(b) Steven C. Simon
4609 Drexel Avenue
Edina, Minnesota 55424
James J. Weinert
15 Avenue De La Mer, #2106
Palm Coast, Florida 32137
(c) Mr. Simon is President of Simon Ventures, Inc. The address of the
principal office of Simon Ventures, Inc., a privately-held venture
capital firm, is 1300 Nicollet Mall, Suite 218, Minneapolis,
Minnesota 55403.
Mr. Weinert is President of Tri Pro, Inc. The address of the
principal office of Tri Pro, Inc., a privately-held consulting
company, is 1300 Nicollet Mall, Suite 218, Minneapolis, Minnesota
55403.
(d) Neither of the Reporting Persons has, during the last five years,
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Neither of the Reporting Person has, during the last five years,
been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining
further violation, or prohibiting activities subject to federal or
state securities laws or finding any violation of such laws.
(f) Both of the Reporting Persons are citizens of the United States.
Item 3: Source and Amount of Funds or Other Consideration
Not Applicable.
Page 4 of 8
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Item 4: Purpose of Transaction
The Reporting Persons acquired the shares of Common Stock of the
Issuer reported herein for investment purposes. The Reporting
Persons reserve the right to purchase additional shares or to sell
shares if they deem such action to be in their best interest. The
Reporting Persons do not have any specific plans or proposals
respecting extraordinary corporate transactions effecting the Issuer,
sale or transfer of its assets, changes in its board of directors or
management, capitalization, dividend policy, business or corporate
structure, charter or bylaws or instruments corresponding thereto,
the listing of the Issuer's securities, a class of equity securities
becoming eligible for termination of registration, or similar
actions, except that the Reporting Persons have proposed to the Board
of Directors and Chief Executive Officer that a meeting be held with
the Reporting Persons to consider a change in management, which would
involve the Reporting Persons assuming an active role in management
of the Issuer.
Item 5: Interest in Securities of the Issuer
(a) As of May 31, 1997, Mr. Simon beneficially owned 5,226,877 shares
of Common Stock constituting approximately 3.2% of outstanding Common
Stock of the Issuer.
As of May 31, 1997, Mr. Weinert beneficially owned 3,350,945 shares
of Common Stock constituting approximately 2.0% of outstanding Common
Stock of the Issuer.
(b) Mr. Simon has the sole power to vote or to direct the vote and the
sole power to dispose or to direct the disposition of 4,746,772
shares of Common Stock of the Issuer reported herein. Mr. Simon
has shared power to vote or to direct the vote and shared power to
dispose or to direct the disposition of 480,105 shares of Common
Stock of the Issuer reported herein. With respect to those shares,
Mr. Simon shares voting and dispositive power (i) as to 400,105 of
such shares with his wife, Mary Sue Simon, and (ii) as to 80,000 of
such shares with the Simon Family Foundation. Mr. Simon is the
Treasurer of the Simon Family Foundation and Mrs. Simon is its
President.
Mr. Weinert has the sole power to vote or to direct the vote and the
sole power to dispose or to direct the disposition of 2,927,940
shares of Common Stock of the Issuer reported herein. Mr. Weinert
has shared power to vote or to direct the vote and shared power to
dispose or to direct the disposition of 423,005 shares of Common
Stock of the Issuer reported herein. With respect to those shares,
Mr. Weinert shares voting and dispositive power (i) as to 363,005 of
such shares with his wife, Kate Weinert, and (ii) as to 60,000 of
such shares with the Weinert Family Foundation. Mr. Weinert is the
President of the Weinert Family Foundation and Mrs. Weinert is its
Treasurer.
Page 5 of 8
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(c) Mr. Simon has acquired and has disposed of shares of Common Stock
of the Issuer within the past 60 days. On April 21, 1997, he
purchased 1,600 shares at $15.375 and 40,000 shares at $15.50. On
April 28, 1997, he purchased 38,400 shares at $15,375. On April
29, 1997, he purchased 20,000 shares at $15.375. Between April 15
and April 16, 1997, Mr. Simon disposed of the following shares in
the form of gifts to former employees: (i) 6,125 shares over which
he and his wife previously exercised voting and dispositive power,
and (ii) 1,342 shares over which he previously exercised sole
voting and dispositive power.
Mr. Weinert has disposed of shares of Common Stock of the Issuer
within the past 60 days. Between April 13 and April 16, 1997, Mr.
Weinert disposed of the following shares in the form of gifts to
former employees: (i) 6,125 shares over which he and his wife
previously exercised voting and dispositive power, and (ii) 1,342
shares over which he previously exercised sole voting and
dispositive power.
(d) Not applicable.
(e) Not applicable.
Item 6: Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Not applicable.
Item 7: Material to be Filed as Exhibits
Not applicable.
Page 6 of 8
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SIGNATURE
After reasonable inquiring and the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
Dated: June 3, 1997
/s/ Steven C. Simon
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Steven C. Simon
Page 7 of 8
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SIGNATURE
After reasonable inquiring and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: June 3, 1997
/s/ James J. Weinert
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James J. Weinert
Page 8 of 8
