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As Filed with the Securities and Exchange Commission
on June 18, 1998
File No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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FRONTIER CORPORATION
(Exact name of registrant as specified in its charter)
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NEW YORK 16-0613330
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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180 South Clinton Avenue
Rochester, New York 14646, (716) 777-1000
(Address, including zip code, and telephone number, including
area code, or registrant's principal executive offices)
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MARTIN T. McCUE, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
FRONTIER CORPORATION
180 SOUTH CLINTON AVENUE, ROCHESTER, NEW YORK 14646
(716) 777-8497
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Approximate date of commencement of proposed sale to the public:
- - From time to time after the effective date of this registration
statement
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box.
---
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. x
---
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering.
---
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
---
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box.
---
CALCULATION OF REGISTRATION FEE
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Proposed
Title of Maximum Proposed
Securities Amount Offering Maximum Amount of
Being to be Price Per Aggregate Registration
Registered Registered Unit (1) Offering Price(1) Fee
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Common 1,289,612 $30.19 $38,933,386.28 $11,485.35
Stock, par
value $1.00
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CALCULATION OF REGISTRATION FEE
(1) Estimated solely for the purpose of calculating the
registration fee on the basis of the average of the high and low
reported sale prices reported in the consolidated reporting
system for the Common Stock on the New York Stock Exchange on
June 15, 1998 in accordance with Rule 457(c).
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REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL
THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY
STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT
OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
EXHIBIT INDEX TO THIS REGISTRATION STATEMENT FOLLOWS PAGE II-6.
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SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED JUNE 18, 1998
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PROSPECTUS
FRONTIER CORPORATION
180 South Clinton Avenue, Rochester, New York 14646
(716) 777-1000
1,289,612 Shares of Common Stock
($1.00 Par Value)
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The 1,289,612 shares of common stock, $1.00 par value (the
"Common Stock"), of Frontier Corporation ("Frontier") covered by
this Prospectus are outstanding shares which are being offered
by, and for the account of, certain shareholders of Frontier (the
"Selling Shareholders"). The shares of Common Stock covered by
this Prospectus were issued to the Selling Shareholders in
connection with the acquisition on February 27, 1998 by Frontier
of GlobalCenter, Inc. ("GlobalCenter"). The Selling Shareholders
have advised Frontier that they may sell, from time to time, part
of the Common Stock covered by this Prospectus on the New York
Stock Exchange ("NYSE") in ordinary brokerage transactions, in
negotiated transactions, or otherwise, at market prices
prevailing at the time of sale or negotiated prices. See "PLAN
OF DISTRIBUTION". Frontier Common Stock is listed on the NYSE
and traded under the symbol "FRO". On June 15, 1998, the closing
share price for the Common Stock on the NYSE was $30.38.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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No person has been authorized to give any information or make any
representations not contained in this Prospectus in connection
with the offer contained in this Prospectus, and if given or
made, such information or representations must not be relied upon
as having been authorized by Frontier, or any Selling
Shareholder. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any securities other
than the shares of Common Stock covered by this Prospectus, nor
an offer or solicitation by anyone in any jurisdiction in which
such offer or solicitation is not authorized or in which the
person making such offer or solicitation is not qualified to do
so, or to any person to whom it is unlawful to make such offer or
solicitation.
Offerees should consider carefully all of the information
contained or incorporated by reference in this Prospectus and, in
particular, the factors discussed under the heading "RISK
FACTORS" beginning on page 5.
The date of this Prospectus is June 18, 1998.
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[All In Red Ink]
Information contained herein is subject to completion or
amendment. A registration statement relating to these securities
has been filed with the Securities and Exchange Commission.
These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any
sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
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TABLE OF CONTENTS
Page
Available Information................................ 3
Incorporation of Certain Documents by Reference...... 4
Risk Factors......................................... 5
The Company.......................................... 6
Selling Shareholders................................. 6
Plan of Distribution................................. 10
Experts.............................................. 11
Legal Opinion........................................ 12
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AVAILABLE INFORMATION
Frontier is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Securities
Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements
and other information filed by Frontier may be inspected and
copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, or at the regional office of the
Commission located at Seven World Trade Center, 13th Floor, New
York, New York 10048 and Chicago Regional Office, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
these filings may also be obtained from the Commission at
prescribed rates by writing to the Commission's Public Reference
Section, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549. The Commission maintains a Web site that contains
reports, proxy information and statements, and other information
regarding registrants that file electronically with the
Commission. The Web site address is http://www.sec.gov. The
Company files electronically. Such reports, proxy statements and
other information concerning Frontier may also be inspected at
the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.
Frontier has filed with the Commission a registration
statement on Form S-3 under the Securities Act of 1933, as
amended (the "Securities Act") with respect to the shares of
Common Stock offered hereby. This Prospectus incorporates by
reference certain documents or parts thereof, which are omitted
in accordance with the rules and regulations of the Commission.
Upon written or oral request, Frontier will provide without
charge to any person to whom this Prospectus is delivered,
including any beneficial owner, a copy of any and all information
incorporated by reference herein (except exhibits to such
information, unless such exhibits are specifically incorporated
by reference into the information that this Prospectus
incorporates). All such requests shall be directed to: Senior
Vice President and General Counsel, Frontier Corporation, 180
South Clinton Avenue, Rochester, New York 14646-0700, telephone
number (716) 777-1000.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
As of any particular time, the following documents filed by
Frontier with the Securities and Exchange Commission are
incorporated herein by reference:
(a) The annual report of Frontier and its subsidiaries on
Form 10-K for the fiscal year ended December 31, 1997 (which
incorporates by reference certain information from Frontier's
Proxy Statement relating to the Annual Meeting of Shareowners
held on April 29, 1998).
(b) The quarterly report of Frontier and its subsidiaries
on Form 10-Q for the three months ended March 31, 1998.
(c) The Company's Current Reports on Form 8-K dated January
30, 1998, March 26, 1998 and June 17, 1998.
(d) All other reports filed pursuant to Section 13(a) or
15(d) of the 1934 Act since the end of the fiscal year covered by
the annual report referred to in (a) above.
All documents filed by Frontier with the Commission pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act after the
date hereof and prior to the termination of the offering of the
shares described herein shall be deemed to be incorporated in
this Prospectus by reference, as long as the offer is in process,
from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated
by reference shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent the statement contained
herein or in any other subsequently filed document (which also is
or is deemed to be incorporated by reference) modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this prospectus.
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RISK FACTORS
Frontier is subject to several risk factors that should be
considered by current shareholders and prospective investors.
This Prospectus and the documents incorporated by reference
herein include forward looking statements as described under the
Private Securities Litigation Reform Act of 1995. Actual results
may differ materially from those identified in forward looking
statements. Forward looking statements are identified by such
words as "experts", "anticipates", "believes", "intends", "plans"
and variations of such words and similar expressions.
Changes in Rates of Growth of the Economy and the Overall
Industry
- ------------------------------------------------------------
To some extent, the Frontier's revenue and earnings per
share growth are related to the overall economy and to the
telecommunications industry in general. Factors that may
influence Frontier's performance within the telecommunications
industry include product pricing and development, integration of
services, the effects of competition and the expansion of the
business. The performance of the economy and the
telecommunications industry could cause Frontier's actual results
to vary significantly.
Competition Risk
- ----------------
Technological innovation and regulatory changes are
accelerating the pace of competition for telecommunications
services. As a result, Frontier faces intensified competition in
all aspects of providing telecommunications services.
These are significant uncertainties surrounding the
introduction of new products and services and the capital
expenditures that will be required by Frontier to remain in a
competitive position. In addition, there are uncertainties
surrounding the impact on competition as a result of the
enactment of the Telecommunications Act of 1996.
Acquisition Integration
- -----------------------
A growth strategy of Frontier over the last few years has
been through its long distance acquisition program and internal
growth. This growth strategy involves certain operational and
financial risks. The operational risks include the possibility
that implementation of an acquisition does not provide the
economies of scale or synergies anticipated by management.
Successful integration and expansion of Frontier's network as a
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result of the acquisitions is dependent on management's ability
to anticipate market growth, install facilities, consolidate
databases, obtain rights of way and negotiate leases economically
and efficiently. The integration of a growing employee base and
the elimination of redundant operations and facilities has
required and will continue to require significant management
resources. Although management's plans are to minimize the risks
associated with acquisitions, there can be no assurance that
acquired businesses will be assimilated effectively into
Frontier.
Contingent Liabilities
- ----------------------
Frontier and a number of its subsidiaries are continuously
involved in various judicial and administrative proceedings
involving matters incidental to the business. Unless otherwise
stated specifically, Frontier believes that the probable outcome
of any of these matters, or the combination of all of the
matters, will not have a material adverse effect on Frontier's
consolidated results of operations or financial position.
However, there can be no assurance that the resolution of these
matters will not be contrary to management's expectations.
THE COMPANY
Frontier Corporation, a New York corporation and the issuer
of the shares of Common Stock covered by this Prospectus, has its
principal executive offices at 180 South Clinton Avenue,
Rochester, New York 14646-0700. Its telephone number is (716)
777-1000.
SELLING SHAREHOLDERS
The following table sets forth the names of the Selling
Shareholders; the number of shares of Common Stock beneficially
owned by them as of June 10, 1998, according to the Company's
records; the number of shares of Common Stock, all or a part of
which will be offered by the Selling Shareholders; and the number
of shares the Selling Shareholders will own beneficially if all
of the shares offered hereby by such Selling Shareholders are
sold as described herein. Each of the Selling Shareholders was,
prior to the acquisition of GlobalCenter by Frontier on February
27, 1998, a shareholder of GlobalCenter. GlobalCenter is
presently being operated as a subsidiary in the Frontier group of
companies. Except for such shareholder status and except as
otherwise noted, no Selling Shareholder has within the past
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three years had any position, office or other material
relationship with Frontier or any of its predecessors or
affiliates. None of the Selling Shareholders will beneficially
own shares of Common Stock if the offering is completed that
would represent 1% or more of the currently outstanding shares of
Common Stock.
Common Stock
Common Stock Common Beneficially
Name of Beneficially Stock Owned if
Selling Owned as Offered Offering
Shareholder 6/10/98 Hereby Completed
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Entities Affiliated with
Softbank Holdings, Inc. (1) 1,351,683 270,339 1,081,344
Entities Affiliated with
Sequoia Capital (2) 994,692 198,941 795,751
Nathan F. Raciborski (3) 689,924 137,985 551,939
Entities Affiliated with Hummer
Windblad Equity Partners 581,980 116,398 465,582
Dan M. Rasmussen (5) 575,046 115,010 460,036
William C. Foss 548,703 109,741 438,962
Allan M. Kaplan (6) 545,564 109,113 436,451
Joseph Perri 439,506 87,906 351,600
UUNet 83,139 16,628 66,511
Charles Auster 70,358 12,332 58,026
David Walsh 68,320 13,664 54,656
Douglas T. Hickey (7) 55,426 11,086 44,340
Phillip & Dolores Steward 46,978 9,396 37,582
Johathan G. Heiliger (8) 34,392 5,504 28,888
Members of the Frumin Family (9) 24,861 4,972 19,889
Nicholas Balletta 24,563 4,914 19,649
Andrew Feig 24,563 4,913 19,650
Scott Santana 20,635 2,752 17,883
Rex Cardinale 17,641 3,529 14,112
Dianne E. Truly Revocable Trust 16,300 3,260 13,040
Joel A. Davis, Sr.(10) 16,294 3,260 13,034
Rod G. and Cynthia Beckwith 12,376 2,476 9,900
SW Securities, Inc. 10,063 3,156 6,907
Louis G. Navelier 10,187 2,038 8,149
Dave Maroney 8,598 1,720 6,878
Mark & Christeen Rasmussen 6,878 1,376 5,502
Max Rasmussen 6,878 1,376 5,502
Jon M. Russo (11) 6,096 1,220 4,876
John Scharber 4,893 979 3,914
John Bosch 4,134 827 3,307
Richard R. Dwyer, Jr and
Violeta R. Dwyer 4,075 815 3,260
Nicholas Mencinger and Julie Johnson 4,075 815 3,260
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Geraldine L. Clark 4,075 815 3,260
Walter H. Crof, United Credit Trust 4,075 815 3,260
Mark O. McEwan 4,075 815 3,260
Kevin Muldred 4,075 815 3,260
Kristi Kaye Daterman 4,075 815 3,260
WAM Trust 4,075 815 3,260
Lueck Family Trust 4,075 815 3,260
Gerald L. Golub 4,075 815 3,260
James T. Spizzirri 4,075 815 3,260
David Filo 3,438 688 2,750
Jerry Chih-Yuan Yang 3,438 688 2,750
Eugene Markel 3,107 622 2,485
Lisa Balletta 3,082 617 2,465
Ramsey/Belme 2,563 513 2,050
Kenneth Buttner 2,486 498 1,988
Dodgie Trust 2,445 489 1,956
MCOM Management Corp. Inc. 2,445 489 1,956
Gwynn G. Wayne 2,404 481 1,923
JPS Inc. 2,119 424 1,695
Christopher Lafferty 2,113 423 1,690
Irving Bao and Phoenix Bao
as Community Property 2,037 408 1,629
Stephen A. McConnel 2,037 408 1,629
Johl L. Cifeli, Trustee
of the JLC Trust 2,037 408 1,629
William C. Carney & Dorothy A. Carney 2,037 408 1,629
Kevin K. Burzyaski 2,037 408 1,629
Kent Kiefstad 2,037 408 1,629
Margie M. Jacobs 2,037 408 1,629
Donald L. Dupree 2,037 408 1,629
James Farmer and Virginia Farmer 2,037 408 1,629
Bill Venturio and
M. Constance Venturio 2,037 408 1,629
Phil Vanderberg 2,037 408 1,629
Gregory Spak 2,037 408 1,629
Gary Stanton, DDS 2,037 408 1,629
Jay B. Norris 2,037 408 1,629
Daniel Nelson and Wanda R. Nelson 2,037 408 1,629
Feredown Tasilini 2,037 408 1,629
Robert S. Kant 2,037 408 1,629
Mercury Engineering Profit Sharing 2,037 408 1,629
Lyle MacLennan 2,037 408 1,629
Kenneth A. MacLennan, Living Trust 2,037 408 1,629
Wilfred A. Moldermaker, Living Trust 2,037 408 1,629
Michael Mittel 2,037 408 1,629
Jack Golden and Joan Sprinkle 2,037 408 1,629
Robert E. and Catherine I.
McClintock, etc. 2,037 408 1,629
Mulina Inc. 2,037 408 1,629
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Gerald Miller and Louis A. Miller 2,037 408 1,629
William R. Mitchell and
Deborah K. Mitchell 2,037 408 1,629
Lily Cousins 2,037 408 1,629
WS Investment Company 2,027 406 1,621
Tim Wicinski 2,005 401 1,604
Michael Little 1,911 382 1,529
Kathy McClung 1,910 382 1,528
Paul C. Cyr 1,630 326 1,304
Angelo Mallas 1,491 299 1,192
Larry & Carol Kemelgor 1,491 299 1,192
Solomon Gayle 1,433 287 1,146
Paul R. Galloway 1,385 277 1,108
Maura O'Toole 1,243 249 994
Carl Bacani 1,069 192 877
Sandra A. Johnson 1,018 204 814
R.L. Johnson, Johnson Ltd.
Profit Sharing Plan 1,018 204 814
Chris Healey 980 196 784
Louis E. & Virginia L. Herrera
Revocable Living Trust 817 163 654
Securities Underwriting Corporation 815 163 652
James Monroe Gwinn and
Mary Delores Gwinn 815 163 652
Enid M. Breed 815 163 652
Robert Mazer 746 150 596
Anand Kumar 746 150 596
Matt Thomasses 746 150 596
Martin Ackerman 745 150 595
Henry Wong 735 147 588
Jayne Herzog 623 125 498
Derrick G. Hofmann 554 111 443
Nathalie S. Salles 477 96 381
Alan Austin 450 90 360
Susan Salay 421 85 336
Richard Roberts 407 82 325
Travis Rogers 407 82 325
Brenda Mallen 372 75 297
Marc & Andrea Bloom 372 75 297
David Richardson 326 66 260
Barbara Vaughan 221 45 176
Primo Angeli 221 45 176
Grand Total 6,464,614 1,289,612 5,175,002
================================
(1) Softbank Holdings, Inc. and Soft Ven #2 Investment
Enterprise Partnership.
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(2) Sequoia Capital VII, Sequoia Technology Partners VII and
Sequoia 1995, LLC.
(3) Mr. Raciborski was President, GlobalCenter Telecom Services
prior to the acquisition of GlobalCenter by Frontier.
(4) Hummer Windblad Venture Partners II, Hummer Windblad
Technology Fund II and Hummer Windblad Technology Fund IIA.
(5) Mr. Kaplan was Senior Vice President, Operations of
GlobalCenter prior to its acquisition by Frontier.
(6) Mr. Rasmussen was Senior Vice President, International
Operations of GlobalCenter prior to its acquisition by Frontier.
(7) Mr. Hickey was President, Chief Executive Officer and a
Director of GlobalCenter prior to its acquisition by Frontier and
is currently President of Frontier GlobalCenter Inc.
(8) Mr. Heiliger was Senior Vice President and Chief Technology
Officer of GlobalCenter prior to its acquisition by Frontier.
(9) Amy, Arnold, Betsy, Gregory and Kenneth Frumin.
(10) Mr. Davis was Senior Vice President and General Manager,
Channel Management of GlobalCenter prior to its acquisition by
Frontier.
(11) Mr. Russo was formerly Vice President-Business Development
of GlobalCenter.
PLAN OF DISTRIBUTION
The 1,289,612 shares of Common Stock covered by this
Prospectus are outstanding shares which are being offered by the
Selling Shareholders who will be entitled to the proceeds of any
sales made hereunder. None of the proceeds of this offering will
be received by Frontier.
Representatives of the Selling Shareholders have advised
Frontier that sales of the shares of Common Stock covered hereby
will be made on the NYSE or such other exchange on which the
Common Stock may be listed, in the over-the-counter market or in
private transactions. Sales through brokers may be made by any
method of trading authorized by the NYSE or any other stock
exchange on which such stock may be listed, including block
trading in negotiated transactions.
Without limiting the foregoing, such brokers may act as
dealers by purchasing any or all of the shares covered by this
Prospectus, either as agents for others or as principals for
their own accounts and reselling such shares pursuant to this
Prospectus. Representatives of the Selling Shareholders have
advised Frontier that they will not pay any consideration, other
than usual and customary broker's commissions, in connection with
sales of the Common Stock.
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In offering the shares of Common Stock covered by this
Prospectus, the Selling Shareholders and any broker/dealers who
execute sales for such stockholder, may be considered to be
statutory "underwriters" within the meaning of the Securities
Act, and any profits realized by the Selling Shareholders and the
compensation of such broker/dealers may be deemed to be
underwriting discounts and commissions.
Sales of shares will be made at the market price prevailing
at the time of each such sale. However, prices in negotiated or
private transactions may vary considerably from the prevailing
market price.
Representatives of the Selling Shareholders have advised
Frontier that, during such time as such Selling Shareholders may
be engaged in a distribution of Common Stock included herein,
each will comply with Rules 10b-2, 10b-6 and 10b-7 promulgated
under the 1934 Act, as amended, and pursuant thereto will, among
other things: (i) not engage in any stabilization activity in
connection with the securities of Frontier in contravention of
such rules; (ii) cause to be furnished to each broker through
whom the shares of Common Stock covered hereby may be offered or
to the offeree if an offer is not made through a broker, such
copies of the Prospectus and any amendment or supplement thereto
and documents incorporated by reference therein as may be
required by such broker or offeree; and (iii) not bid for or
purchase any securities of Frontier or attempt to induce any
person to purchase any Frontier securities except as permitted
under the 1934 Act. The Selling Shareholders have also agreed to
inform Frontier when the distribution of the shares held by each
such Selling Shareholder is completed.
EXPERTS
The consolidated financial statements and related financial
statement schedule of the Company incorporated in this Prospectus
by reference from the Company's Annual Report on Form 10-K have
been audited by Price Waterhouse LLP, independent public
accountants, as stated in their reports which are incorporated
herein by reference, and have been so incorporated in reliance
upon such reports given upon the authority of that firm as
experts in auditing and accounting.
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LEGAL OPINION
The validity of the Common Stock being offered hereby
by the Selling Shareholders is being passed upon for Frontier by
Martin T. McCue, Senior Vice President and General Counsel of
Frontier. As of June 18, 1998, Mr. McCue owns shares and options
to purchase shares of Common Stock which in the aggregate
represent less than 0.01% of the currently outstanding shares of
Common Stock.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
- ------------------------------------------------------
Frontier will bear no expenses in connection with any sales
or other distributions of the Common Stock other than the
expenses of preparation and distribution of this registration
statement and the Prospectus which forms a part hereof, as well
as the broker's fees set forth above. Such expenses are
estimated, and the Commission's fee is set forth, as follows:
Registration fee $11,485.35
Legal fees $ 1,000.00
Accounting fees $ 1,000.00
Total Expenses $13,485.35
Item 15. Indemnification of Directors and Officers.
- ----------------------------------------------------
The Business Corporation Law of the State of New York (the
"BCL") provides that if a derivative action is brought against a
director or officer, Frontier 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 Frontier, 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 Frontier. In a
nonderivative action or threatened action, the BCL provides that
Frontier 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 Frontier.
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
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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 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.
Article II, Section 12, of Frontier's Bylaws contains
provisions authorizing indemnification by Frontier of directors
and officers against certain liabilities and expenses which they
may incur as directors and officers of Frontier or of certain
other entities.
Section 726 of the BCL also contains provisions authorizing
Frontier to obtain insurance on behalf of any such director and
officer against liabilities, whether or not Frontier would have
the power to indemnify against such liabilities. Frontier
maintains Executive Liability and Defense coverage under which
the directors and officers of Frontier 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 16. List of Exhibits
- --------------------------
Exhibit
Number
5 - Opinion of Martin T. McCue re: legality
23-1 - Consent of Price Waterhouse LLP
23-2 - Consent of Ernst & Young LLP
23-3 - Consent of Martin T. McCue (Included in Exhibit 5)
24 - Powers of Attorney of Directors
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Item 17. Required Undertakings
- -------------------------------
Frontier hereby undertakes:
1. (a) 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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
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 (1)(i) and (1)(ii), above,
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 contained in periodic
reports filed by Frontier pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(b) 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.
II-3
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<PAGE>
(c) 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.
2. That, for purposes of determining any 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 that is incorporated by reference
in the registration statement 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. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
provisions referred to in Item 15 of this registration statement,
or otherwise, the Registrant has been advised 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,
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.
II-4
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Frontier certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has
duly caused this Registration Statement on Form S-3 to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Rochester, County of Monroe, State of New York, on
the 18th day of June, 1998.
FRONTIER CORPORATION
By: /s/ Joseph P. Clayton
---------------------------
Joseph P. Clayton
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities indicated on the 18th day of
June, 1998.
Signature Title
/s/ Joseph P. Clayton President and Chief Executive
- -------------------------- Officer, Director
Joseph P. Clayton (Principal Executive Officer)
/s/ Rolla P. Huff Executive Vice President
- -------------------------- and Chief Financial Officer
Rolla P. Huff (Principal Financial Officer)
/s/ James G. Dole Senior Vice President and
- -------------------------- Controller
James G. Dole (Principal Accounting Officer)
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<PAGE>
Patricia C. Barron * )
Raul E. Cesan * )
Brenda E. Edgerton * )
Jairo A. Estrada * )
Michael E. Faherty ) Directors
Daniel E. Gill * )
Alan C. Hasselwander * )
Robert Holland, Jr. * )
Douglas H. McCorkindale * )
Dr. Leo J. Thomas * )
* By: /s/ Joseph P. Clayton
--------------------------------
Joseph P. Clayton
(Attorney-in-Fact)
II-6
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EXHIBIT INDEX
EXHIBIT
NUMBER METHOD OF FILING
- -----------------------------------------------------------------
5 Opinion of Martin T. McCue Herewith
re: legality
23-1 Consent of Price Waterhouse LLP Herewith
23-2 Consent of Ernst & Young LLP Herewith
23-3 Consent of Martin T. McCue Included in
Exhibit 5
24 Powers of Attorney of Directors Herewith
EXHIBIT 5
June 18, 1998
To: Persons Purchasing Shares of $1.00 Par Value Common Stock of
Frontier Corporation in Secondary Transactions from the
Selling Shareholders Pursuant to a Certain Registration
Statement on Form S-3 dated June 18, 1998
I am the Senior Vice President and General Counsel of Frontier
Corporation, the registrant pursuant to the above-referenced
registration statement. In my opinion, the shares of Common
Stock are, and when sold as described in such registration
statement will be, legally issued, fully paid and non-assessable
shares of Common Stock, par value $1.00, of Frontier Corporation.
I hereby consent to the inclusion of this opinion as an Exhibit
to the Registration Statement on Form S-3 of Frontier Corporation
referred to above.
Very truly yours,
/s/ Martin T. McCue
- ---------------------------
Martin T. McCue
Senior Vice President
and General Counsel
EXHIBIT 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on
Form S-3 of our report dated January 26, 1998, which appears on
page 25 of the 1997 Annual Report to Shareowners of Frontier
Corporation, which is incorporated by reference in Frontier
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1997. We also consent to the incorporation by
reference of our report on the Financial Statement Schedule, which
appears on page 30 of such Annual Report on Form 10-K. We also
consent to the incorporation by reference of our report, dated
January 26, 1998, except as to the pooling of interests with
GlobalCenter, Inc. which is as of February 27, 1998, which appears
on page 19 of the Form 8-K of Frontier Corporation dated June 17,
1998. We also consent to the reference to us under the heading
"Experts" in such prospectus.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Rochester, New York
June 18, 1998
EXHIBIT 23.2
Consent of Independent Accountants
We consent to the use of our report dated January 17, 1996, with
respect to the financial statements and schedule of ALC
Communications Corporation incorporated by reference in the
Registration Statement on Form S-3 and related Prospectus of
Frontier Corporation for the registration of 1,289,612 shares of
its common stock.
/s/ Ernst & Young LLP
Ernst & Young LLP
Detroit, Michigan
June 15, 1998
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 Joseph P. Clayton, Louis L.
Massaro and Josephine S. Trubek, and each of them with full power
to act without 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 the Registration
Statement filed under said Act relating to the merger of
GlobalCenter, Inc. and certain of its subsidiaries with and into
a direct or indirect subsidiary of the Company, and any and all
amendments or supplements to the foregoing, including
specifically, but without limiting the generality of the
foregoing, full power and authority to sign the names of the
undersigned to any Registration Statement on Form S-3 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 15th day of January, 1998.
/s/ Patricia C. Barron /s/ Raul E. Cesan
- ----------------------------- -----------------------------
Patricia C. Barron Raul E. Cesan
/s/ Brenda E. Edgerton /s/ Jairo A. Estrada
- ----------------------------- -----------------------------
Brenda E. Edgerton Jairo A. Estrada
/s/ Daniel E. Gill
- ----------------------------- -----------------------------
Michael E. Faherty Daniel E. Gill
/s/ Alan C. Hasselwander /s/ Robert J. Holland, Jr.
- ----------------------------- -----------------------------
Alan C. Hasselwander Robert J. Holland, Jr.
/s/ Douglas H. McCorkindale /s/ Leo J. Thomas
- ----------------------------- -----------------------------
Douglas H. McCorkindale Leo J. Thomas
