<PAGE>
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of
The Securities Exchange Act of 1934
For the years ended December 31, 1996 and 1995
Commission File Number 1-4166
UPSTATE CELLULAR NETWORK
EMPLOYEES' RETIREMENT SAVINGS PLAN
(Full name of plan)
FRONTIER CORPORATION AND NYNEX CORPORATION
(Name of issuer of securities
held pursuant to the plan)
180 South Clinton Avenue
Rochester, New York 14646-0700
(Address of principal executive offices)
REQUIRED INFORMATION
In accordance with the applicable provisions of Article 6A of
Regulation S-X, the following financial statements are filed as
part of this Report.
Report of Independent Accountants
Statements of Net Assets Available for Benefits with
Fund Information at December 31, 1996 and 1995
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the year ended December 31, 1996
Notes to Financial Statements
Schedule of Assets Held for Investment
Schedule of Reportable Transactions
The following exhibit is filed as part of this Report.
Consent of Independent Accountants
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UPSTATE CELLULAR NETWORK
EMPLOYEES' RETIREMENT SAVINGS PLAN
Financial Statements
For the years ended
December 31, 1996 and 1995
<PAGE>
<PAGE> 3
UPSTATE CELLULAR NETWORK
EMPLOYEES' RETIREMENT SAVINGS PLAN
Index to Financial Statements Page 1
- -------------------------------------------------------------------
Report of Independent Accountants Page 2
Statements of Net Assets Available for Benefits with
Fund Information at December 31, 1996 and 1995 Pages 3-4
Statement of Changes in Net Assets Available
for Benefits with Fund Information for the
year ended December 31, 1996 Page 5
Notes to Financial Statements Pages 6-9
Schedule of Assets Held for Investment Purposes Schedule I
Schedule of Reportable Transactions Schedule II
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<PAGE> 4
Report of Independent Accountants Page 2
April 25, 1997
To the Participants and Administrator of the
Upstate Cellular Network
Employees' Retirement Savings Plan
In our opinion, the accompanying statements of net assets
available for benefits, and the related statement of changes in
net assets available for benefits present fairly, in all material
respects, the net assets available for benefits of the Upstate
Cellular Network Employees' Retirement Savings Plan at December
31, 1996 and 1995, and the changes in net assets available for
benefits for the year ended December 31, 1996, in conformity with
generally accepted accounting principles. These financial
statements are the responsibility of the Plan's management; our
responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the
opinion expressed above.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The additional
information included in Schedules I and II is presented for
purposes of additional analysis and is not a required part of the
basic financial statements but is additional information required
by the Employee Retirement Income Security Act of 1974 ("ERISA").
Such information has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in
our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
PRICE WATERHOUSE LLP
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UPSTATE CELLULAR NETWORK
EMPLOYEES' RETIREMENT SAVINGS PLAN
Statement of Net Assets Available for Benefits with Fund Information Page 3
===========================================================================
<TABLE>
December 31, 1996
------------------------------------------------
Fund A Fund B Fund C Fund D Fund E
<S> <C> <C> <C> <C> <C>
Assets
- -------------------------
Investments, at fair value:
Registered investment companies -
Putnam Income Fund $178,833
Putnam Global Growth Fund $411,021
Putnam Voyager Fund $758,853
Putnam S & P 500 Index Fund $411,227
Frontier Corporation Common Stock
Participant loans
Investments, at contract value:
Stable Value Fund $451,977
----------------------------------------------
Total Investments 178,833 411,021 758,853 451,977 411,227
----------------------------------------------
Receivables:
Participants' contributions
Employer's contributions
Total receivables
Total assets 178,833 411,021 758,853 451,977 411,227
----------------------------------------------
Net assets available
for benefits $178,833 $411,021 $758,853 $451,977 $411,227
===============================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE> 6
UPSTATE CELLULAR NETWORK
EMPLOYEES' RETIREMENT SAVINGS PLAN
Statement of Net Assets Available for Benefits with Fund Information Page 3
=============================================================================
<TABLE>
December 31, 1996
------------------------------------------------
Participant
Fund F Loans Other Total
<S> <C> <C> <C> <C>
Assets
- ----------------------
Investments, at fair value:
Registered investment companies -
Putnam Income Fund $178,833
Putnam Global Growth Fund 411,021
Putnam Voyager Fund 758,853
Putnam S & P 500 Index Fund 411,227
Frontier Corporation Common Stock $477,499 477,499
Participant loans $210,226 210,226
Investments, at contract value:
Stable Value Fund 451,977
---------------------------------------------
Total investments 477,499 210,226 2,899,636
---------------------------------------------
Receivables:
Participants' contributions $ 30,721 30,721
Employer's contributions 11,930 11,930
-------- ---------
Total receivables 42,651 42,651
-------- ---------
Total assets 477,499 210,226 42,651 2,942,287
---------------------------------------------
Net assets available for benefits $477,499 $210,226 $ 42,651 $2,942,287
=============================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE> 7
UPSTATE CELLULAR NETWORK
EMPLOYEES' RETIREMENT SAVINGS PLAN
Statement of Net Assets Available for Benefits with Fund Information Page 4
=============================================================================
<TABLE>
December 31, 1995
------------------------------------------------
Fund A Fund B Fund C Fund D Fund E
<S> <C> <C> <C> <C> <C>
Assets
Investments, at fair value:
Registered investment companies -
Putnam Income Fund $114,593
Putnam Global Growth Fund $201,295
Putnam Voyager Fund $355,092
Putnam S & P 500 Index Fund $177,080
Frontier Corporation Common Stock
NYNEX Corporation Common Stock
Participant loans
Investments, at contract value:
Principal Mutual Life Insurance Company $ 18,183
New York Life Insurance Company 22,427
Prudential Insurance Company of America 24,013
John Hancock Mutual Life Insurance Company 31,661
Metropolitan Life Insurance Company 15,115
CNA Life Insurance Company 6,760
Peoples Security Life Insurance Company 17,551
Allstate Life Insurance Company 9,185
--------------------------------------------------
Total investments 114,593 201,295 355,092 144,895 177,080
--------------------------------------------------
Receivables:
Participants' contributions
Employer's contributions
Total receivables
Total assets 114,593 201,295 355,092 144,895 177,080
--------------------------------------------------
Net assets available
for benefits $114,593 $201,295 $355,092 $144,895 $177,080
==================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE> 8
UPSTATE CELLULAR NETWORK
EMPLOYEES' RETIREMENT SAVINGS PLAN
Statement of Net Assets Available for Benefits with Fund Information Page 4
=============================================================================
<TABLE>
December 31, 1995
------------------------------------------------
Participant
Fund F Fund G Loans Other Total
<S> <C> <C> <C> <C>
Assets
Investments, at fair value:
Registered investment companies -
Putnam Income Fund $114,593
Putnam Global Growth Fund $201,295
Putnam Voyager Fund $355,092
Putnam S & P 500 Index Fund $177,080
Frontier Corporation Common Stock $390,121 $390,121
NYNEX Corporation Common Stock $319,705 $319,705
Participant loans $101,999 $101,999
Investments, at contract value:
Principal Mutual Life Insurance Company $18,183
New York Life Insurance Company $22,427
Prudential Insurance Company of America $24,013
John Hancock Mutual Life Insurance Company $31,661
Metropolitan Life Insurance Company $15,115
CNA Life Insurance Company $ 6,760
Peoples Security Life Insurance Company $17,551
Allstate Life Insurance Company $ 9,185
--------------------------------------------------
Total investments 390,121 319,705 101,999 $1,804,780
--------------------------------------------------
Receivables:
Participants' contributions $ 63,664 $63,664
Employer's contributions 29,067 $29,067
---------------------
Total receivables 92,731 92,731
---------------------
Total assets 390,121 319,705 101,999 92,731 1,897,511
--------------------------------------------------
Net assets available
for benefits $390,121 $319,705 $101,999 $92,731$1,897,511
===================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
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UPSTATE CELLULAR NETWORK
EMPLOYEES' RETIREMENT SAVINGS PLAN Page 5
Statement of Changes in Net Assets Available for
Benefits with Fund Information
=============================================================================
<TABLE>
Year ended December 31, 1996
------------------------------------------------
Fund A Fund B Fund C Fund D Fund E
<S> <C> <C> <C> <C> <C>
Additions
Addition to net assets attributed to:
Investment income -
Interest and dividends $ 10,125 $ 29,021 $ 48,081 $ 24,458
Realized gains 2,091 4,985 25,010 $ 7,531
Participant loan interest income
Other income
Contributions -
Participants' contributions 68,364 148,799 325,364 154,199 137,218
Employer's contributions 24,103 48,299 88,425 49,986 40,492
-------------------------------------------------
Total additions 104,683 231,104 486,880 228,643 185,241
-------------------------------------------------
Deductions
Deductions from net assets attributed to:
Benefits paid to participants 29,681 42,157 103,416 93,902 27,870
Net depreciation (appreciation)
in fair value of investments 3,942 (12,062) 13,271 (51,693)
Other expense 39 106 307 230 99
---------------------------------------------------
Total deductions (additions) 33,662 30,201 116,994 94,132 (23,724)
---------------------------------------------------
Net increase (decrease) prior to
interfund transfers 71,021 200,903 369,886 134,511 208,965
Interfund transfers (6,781) 8,823 33,875 172,571 25,182
---------------------------------------------------
Net increase (decrease) 64,240 209,726 403,761 307,082 234,147
Net assets available for benefits:
Beginning of year 114,593 201,295 355,092 144,895 177,080
---------------------------------------------------
End of year $178,833 $411,021 $758,853 $451,977 $411,227
===================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE> 10
UPSTATE CELLULAR NETWORK
EMPLOYEES' RETIREMENT SAVINGS PLAN Page 5
Statement of Changes in Net Assets Available for
Benefits with Fund Information
===========================================================================
<TABLE>
Year ended December 31, 1996
------------------------------------------------
Participant
Fund F Fund G Loans Other Total
<S> <C> <C> <C> <C> <C>
Additions
Additions to net assets attributed to:
Investment income -
Interest and dividends $ 13,974 $ 3,546 $129,205
Realized gains 18,059 69,398 127,074
Participant loan interest income $ 7,061 7,061
Other income 897 897
Contributions -
Participants' contributions 154,967 5,377 30,721 1,025,009
Employer's contributions 84,238 11,930 347,473
--------------------------------------------------
Total additions 272,135 72,944 12,438 42,651 1,636,719
--------------------------------------------------
Deductions
Deductions from net assets attributed to:
Benefits paid to participants 84,533 2,738 13,941 398,238
Net depreciation (appreciation)
in fair value of investments 166,538 72,909 192,905
Other expense 19 800
---------------------------------------------------
Total deductions 251,090 75,647 13,941 -0- 591,943
---------------------------------------------------
Net increase (decrease) prior to
interfund transfers 21,045 (2,703) (1,503) 42,651 1,044,776
Interfund transfers 66,333 (317,002) 109,730 (92,731) -0-
---------------------------------------------------
Net increase (decrease) 87,378 (319,705) 108,227 (50,080)$1,044,776
Net assets available for benefits:
Beginning of year 390,121 319,705 101,999 92,731 1,897,511
---------------------------------------------------
End of year $477,499 $ -0- $210,226 $ 42,651$2,942,287
===================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE> 11
UPSTATE CELLULAR NETWORK
EMPLOYEES' RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1996
- ------------------------------------------------------------------------
NOTE 1 - DESCRIPTION OF THE PLAN
- --------------------------------
The Upstate Cellular Network Employees' Retirement Savings Plan
(the "Plan") is a defined contribution plan established by the
Board of Directors of the Upstate Cellular Network (the "Company")
effective July 1, 1994. The Plan is subject to the applicable
provisions of the Employee Retirement Income Security Act of 1974
("ERISA"). The Plan provides participants the option of having
their basic and supplemental contributions to the Plan made on a
salary reduction basis and on a deferred tax basis. The principal
provisions of the Plan are described below and are provided for
general information purposes only. Participants should refer to
the Plan document for a more complete description of the Plan's
provisions.
The Company is a 50/50 joint venture partnership between Frontier
Corporation and Bell Atlantic/NYNEX Mobile.
Participation
- -------------
The Plan covers all employees of Upstate Cellular Network except
temporary or summer employees, leased employees and employees in
any unit covered by a collective bargaining agreement.
Individuals are eligible to participate in the Plan upon
employment date. Effective January 1, 1996, eligibility begins on
the first of the month following 30 days of employment.
Administration
- --------------
The Plan is administered by the Company's Employee Benefit
Committee whose members are appointed by the Company's Board of
Directors. The Trustee of the Plan is Putnam Fiduciary Trust
Company.
Funding policy
- --------------
Upon enrollment in the Plan, a participant may direct
contributions into any of seven investment options.
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<PAGE> 12
Fund A - Putnam Income Fund - Funds are primarily invested in
Corporate bonds and U.S. government and agency obligations.
Fund B - Putnam Global Growth Fund - Funds are primarily
invested in foreign and domestic common stocks.
Fund C - Putnam Voyager Fund - Funds are invested in emerging
growth stock and opportunity stocks.
Fund D - Stable Value Fund - Funds are invested in an insurance
company pooled separate account.
Fund E - Putnam S & P 500 Index Fund - Funds are primarily
invested in stocks that comprise the S & P 500 Index.
Fund F - Frontier Corporation Common Stock - Funds are invested
in common stock of Frontier Corporation.
Fund G - NYNEX Corporation Common Stock - Funds are invested in
common stock of NYNEX Corporation. Investment in Fund
G was discontinued in February 1996.
The shares of stock in Funds F and G are qualified employer
securities as defined by ERISA. Each individual's investment in
these funds is recorded in his or her account on a per share
basis. All other funds are tracked on a dollar value basis with
each fund's activity allocated to participants on a pro rata
basis. Therefore the Plan does not record activity on a unit
value basis.
The Plan provides that each participant may voluntarily make
contributions through a salary reduction agreement for whatever
whole percentage a participant chooses, up to a maximum of 16%,
subject to maximum contribution provisions imposed by the Internal
Revenue Code under Section 401(k).
Individual accounts which record the participants' contributions,
the earnings on all contributions and the amount of the
participant's interest in each fund are maintained for each
participant. The participants' contributions during a month are
allocated directly to their individual account at the end of such
month. Participants have the option to invest their contributions
in any of the funds and may change their allocation between funds
at any time.
Employer matching contributions equal 100% of participant
contributions, up to the first 3% of compensation. In addition,
each payroll period,
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<PAGE> 13
the Company contributes .5% of the payroll period compensation for
each of its employees who is a participant in the Plan. Prior to
January 1, 1996, all employer contributions were made in Frontier
Corporation or NYNEX Corporation common stock. Employer
contributions are now invested based on employee elections.
Vesting
- -------
Participants are immediately 100% vested in their voluntary
contributions and actual earnings thereon. The Plan has a vesting
period for Company contributions of six months of credited
service. Forfeited nonvested amounts are used to reduce future
employer contributions.
Payment of benefits
- -------------------
Upon termination of service and attaining normal retirement age
(65), a participant may elect to receive either a lump-sum amount
equal to the value of his or her vested account balance, or a
participant may elect to receive installments over a period not to
exceed 20 years.
If upon termination of service, a participant does not attain
normal retirement age, he or she may elect to receive a lump-sum
amount, a direct rollover to a qualified plan under Section 401 of
the Internal Revenue Code, or a direct rollover to a qualified
Individual Retirement Account equal to the value of his or her
vested account balance.
Individual participant loans
- ----------------------------
Participant loans cannot exceed the lesser of 50% of the vested
amounts in the participant's account or $50,000. A participant
may only have two loans outstanding, and they are treated as
directed investments by the borrower with respect to his or her
account. Interest is charged on outstanding borrowings at the
prime rate which was 8.25% at December 31, 1996. Interest paid on
the loan is credited to the borrower's account and the participant
does not share in the income of the Plan's assets with respect to
the amounts outstanding. Loans have a term of no more than five
years except that a loan may be granted for a period not to exceed
25 years if the proceeds are used to purchase the participant's
principal residence. During the Plan year ended December 31,
1996, $150,206 in loans were disbursed and principal repayments of
$35,099 were made.
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<PAGE> 14
Plan termination
- ----------------
Although it has not expressed any intent to do so, the Company
reserves the right under the Plan to discontinue its contributions
and/or to terminate the Plan at any time. Upon termination, all
amounts funded shall become nonforfeitable and shall be provided
for and paid from the Plan's trust in accordance with the order of
priority set forth in Section 4044 of ERISA.
The Plan is not a defined benefit plan and, accordingly, Plan
benefits are not guaranteed by the Pension Benefit Guaranty
Corporation.
The Plan's holdings of Frontier Corporation common stock and four
Putnam Investment, Inc. registered investment company funds are
party-in-interest investments.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
The financial statements have been prepared on the accrual basis
of accounting.
Use of estimates
- ----------------
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities at year end and the reported investment
income and expenses during the Plan year.
Contributions and benefits paid
- -------------------------------
Contributions are recorded by the Plan when withheld from
employees and accrued by the Company. Benefits to participants
are recorded by the Plan when a request for disbursement is
received from the employee.
The Plan's distributions are paid in cash. Purchases and sales of
securities are recorded on the trade date.
Administrative expenses
- -----------------------
Significant expenses associated with the Plan are paid by the
Company.
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<PAGE> 15
Valuation of investment assets
- ------------------------------
The Plan's interest in registered investment companies and
employer securities is stated at fair value, measured by the
quoted market price. Adjustments for unrealized appreciation or
depreciation of such values are included in the operating results
of the Plan. Funds invested in the Stable Value Fund are stated
at contract value, measured as cost plus earned interest income.
Contract value approximates fair value at December 31, 1996 and
1995.
NOTE 3 - PARTICIPANTS' ACCOUNTS
- -------------------------------
As of December 31, 1996 and 1995, the Plan held 21,105 and 13,004
shares of Frontier Corporation common stock at a fair market value
of $477,499 and $390,121, respectively. As of December 31, 1996
and 1995, the Plan also held $- 0 - and 5,920 shares of NYNEX
Corporation common stock at a fair market value of $- 0 - and
$319,705, respectively. Of the Frontier Corporation shares, 3,429
were contributed by the Company during the Plan year ended
December 31, 1996, as the Company's matching contribution. Of the
NYNEX Corporation shares, 273 were contributed by the Company
during the Plan year ended December 31, 1996, as the Company's
matching contribution. During the Plan year ended December 31,
1996, 738 shares of Frontier Corporation common stock were
distributed to participants.
NOTE 4 - FEDERAL INCOME TAX STATUS
- ----------------------------------
The Plan Administrator has received a favorable determination
letter from the Internal Revenue Service covering the Plan stating
that the Plan, as designed, is a qualified plan in accordance with
Section 401(a) of the Internal Revenue Code and its corresponding
trust is exempt from taxation under Section 501(a) of the Code.
The Plan Administrator believes the Plan is being operated as
designed and, therefore, maintains its tax-qualified status.
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UPSTATE CELLULAR NETWORK
EMPLOYEES' RETIREMENT SAVINGS PLAN
Schedule of Assets Held for Investment Purposes Schedule I
===========================================================================
Current
Number value at
of December 31,
Description/Issuer shares Cost 1996
- ------------------------------------------------------------------------------
Interests in Registered Investment Companies:
* Putnam Income Fund 25,511 $174,017 $178,833
* Putnam Global Growth Fund 37,987 390,269 411,021
* Putnam Voyager Fund 47,075 716,379 758,853
* Putnam S & P 500 Index Fund 24,176 322,736 411,227
---------- ---------
Total interests in registered
investment companies 1,603,401 1,759,934
---------- ---------
Common Stock:
* Frontier Corporation 21,105 563,212 477,499
---------- ---------
Participant Loans:
Participant loan accounts (average rate 8.5%) 210,226 210,226
---------- ---------
Insurance Company Pooled Separate Account:
Stable Value Fund 451,977 451,977
---------- ---------
Total investments $2,828,816 $2,899,636
======================
* Denotes party-in-interest
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UPSTATE CELLULAR NETWORK
EMPLOYEES' RETIREMENT SAVINGS PLAN
Schedule of Reportable Transactions Schedule II
============================================================================
<TABLE>
Identity of Description Number of Purchase Selling
party involved of asset transactions price price
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Series of Transactions:
- -----------------------
Putnam Income Fund Registered Investments 77 $116,627 N/A
Putnam Global Growth Fund Registered Investments 80 255,304 N/A
Putnam Voyager Fund Registered Investments 101 543,867 N/A
Putnam Voyager Fund Registered Investments 80 N/A 151,846
Stable Value Fund Insurance Company Pooled 135 538,246 N/A
Separate Account
Stable Value Fund Insurance Company Pooled 107 N/A 233,529
Separate Account
Putnam S & P 500 Index Fund Registered Investments 75 215,631 N/A
Plan Participants Participant Loans 51 157,267 N/A
Frontier Corporation Common Stock 97 369,879 N/A
Frontier Corporation Common Stock 69 N/A 134,033
NYNEX Corporation Common Stock 12 N/A 340,791
</TABLE>
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UPSTATE CELLULAR NETWORK
EMPLOYEES' RETIREMENT SAVINGS PLAN
Schedule of Reportable Transactions Schedule II
===========================================================================
<TABLE>
Expense Current value
incurred of asset on
Identity of Lease with Cost of transaction Net
party involved rental transaction asset date gain
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Series of Transactions:
- -----------------------
Putnam Income Fund N/A N/A $116,627 $116,627
Putnam Global Growth Fund N/A N/A 255,304 255,304
Putnam Voyager Fund N/A N/A 543,867 543,867
Putnam Voyager Fund N/A N/A 126,835 151,845 $25,010
Stable Value Fund N/A N/A 538,246 538,246
Stable Value Fund N/A N/A 233,529 233,529
Putnam S & P 500 Index Fund N/A N/A 215,631 215,631
Plan Participants N/A N/A 157,267 157,267
Frontier Corporation N/A N/A 369,879 369,879
Frontier Corporation N/A N/A 115,974 134,033 18,059
NYNEX Corporation N/A N/A 271,393 340,791 69,398
</TABLE>
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<PAGE> 19
SIGNATURES
Pursuant to the reqiurements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the
employee benefit plan) have duly caused this annual report to be signed
on its behalf by the undersigned duly authorized.
UPSTATE CELLULAR NETWORK
EMPLOYEES' RETIREMENT SAVINGS PLAN
Date: June 26, 1997 /s/Richard A. Smith
---------------------------
Richard A. Smith
Controller of Frontier
Corporation, as Plan Administrator
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of the Registration Statement on
Form S-8 (File No. 33-51331) of Frontier Corporation of our
report dated April 25, 1997 appearing on page 2 of this Form 11-
K.
/s/Price Waterhouse
- ---------------------------
PRICE WATERHOUSE LLP
Rochester, New York
June 25, 1997
