SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
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) September 2, 1999
Frontier Corporation
(Exact name of registrant as specified in its charter)
New York 1-4166 16-0613330
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
180 South Clinton Avenue 14646-0700
Rochester, New York (Zip Code)
(Address of principal
executive offices)
Registrant's telephone number, including area code (716) 777-1000
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Item 5. Other Events
On September 2, 1999, Frontier Corporation, a New York corporation
("Frontier"), Global Crossing Ltd., a Bermuda company ("Global Crossing"),
and GCF Acquisition Corp., a New York corporation and a wholly owned
subsidiary of Global Crossing ("Merger Sub"), entered into Amendment No. 2
(the "Second Amendment") to the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of March 16, 1999, as amended, among Global Crossing,
Merger Sub and Frontier. A copy of the Second Amendment is attached hereto
as Exhibit 2 to this Form 8-K and is incorporated herein by reference.
Also on September 2, 1999, certain shareholders of Global Crossing,
Frontier and Global Crossing entered into the Second Reaffirmation of Voting
Agreement and Share Transfer Restriction Agreement (the "Second Reaffirmation
Agreement"). A copy of the Second Reaffirmation Agreement is attached hereto
as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
In addition, on September 2, 1999, certain shareholders of Global
Crossing, certain shareholders of Frontier and Global Crossing entered into a
Share Transfer Restriction Agreement (the "Share Transfer Restriction
Agreement"). A copy of the Share Transfer Restriction Agreement is attached
hereto as Exhibit 99.2 to this Form 8-K and is incorporated herein by
reference.
A copy of the joint press release of Frontier and Global Crossing,
dated September 2, 1999, is attached as Exhibit 99.3 to this Form 8-K and
is incorporated herein by reference.
Item 7. Financial Statement and Exhibits.
(c) Exhibits.
2 Amendment No. 2, dated as of September 2, 1999, among
Global Crossing Ltd., GCF Acquisition Corp. and Frontier
Corporation.
99.1 Second Reaffirmation of Voting Agreement and Share Transfer
Restriction Agreement, dated as of September 2, 1999,
among Frontier Corporation, Global Crossing Ltd. and the
shareholders of Global Crossing Ltd. parties thereto.
99.2 Share Transfer Restriction Agreement, dated as of
September 2, 1999, among Global Crossing Ltd., the
shareholders of Frontier Corporation parties thereto and
the shareholders of Global Crossing Ltd. parties thereto.
99.3 Joint Press Release of Frontier and Global Crossing,
dated September 2, 1999.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
FRONTIER CORPORATION
Dated: September 2, 1999 By: /s/ ROLLA P. HUFF
---------------------------------
Name: Rolla P. Huff
Title: President and Chief
Operating Officer
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EXHIBIT INDEX
Exhibit No. Description
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2 Amendment No. 2, dated as of September 2, 1999, among Global
Crossing Ltd., GCF Acquisition Corp. and Frontier.
99.1 Second Reaffirmation of Voting Agreement and Share Transfer
Restriction Agreement, dated as of September 2, 1999, among
Frontier Corporation, Global Crossing Ltd. and the shareholders
of Global Crossing Ltd. parties thereto.
99.2 Share Transfer Restriction Agreement, dated as of September 2,
1999, among Global Crossing Ltd., the shareholders of Frontier
Corporation parties thereto and the shareholders of Global
Crossing Ltd. parties thereto.
99.3 Joint Press Release of Frontier and Global Crossing,
dated September 2, 1999.
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EXHIBIT 2
AMENDMENT NO. 2
AMENDMENT NO. 2, dated as of September 2, 1999 (this "Amendment"),
among GLOBAL CROSSING LTD., a Bermuda company ("Global"), GCF ACQUISITION
CORP., a New York corporation and a wholly owned subsidiary of Global
("Merger Sub"), and FRONTIER CORPORATION, a New York corporation
("Frontier"), to the Agreement and Plan of Merger, dated as of March 16, 1999
and amended as of May 16, 1999 (the "Original Agreement"), among Global,
Merger Sub and Frontier. Capitalized terms used but not defined herein shall
have the meanings ascribed to such terms in the Original Agreement.
WHEREAS, Frontier and Global have agreed to amend the Original
Agreement on the terms provided herein;
WHEREAS, the shareholders of Global who are party to the Voting
Agreement have reaffirmed the Voting Agreement in light of this Amendment and
have agreed to certain restrictions on the transfer of their shares, which
reaffirmation and lock-up agreement is attached hereto as Exhibit A; and
WHEREAS, certain additional shareholders of Global and certain
shareholders of Frontier have entered into a Share Transfer Restriction
Agreement relating to certain restrictions on the transfer of their shares,
which Transfer Restriction Agreement is attached hereto as Exhibit B.
NOW, THEREFORE, in consideration of the foregoing and other good
and valuable consideration, receipt of which is hereby acknowledged, the
parties hereto agree as follows:
1. Amendment to Glossary of Defined Terms in the Original
Agreement. The Glossary of Defined Terms in the Original Agreement is hereby
amended by (i) deleting the reference to "Section 1.8(a)" next to the term
"NASDAQ" and inserting in lieu thereof a reference to "Section 1.10(g)(ii)
and (ii) deleting the following terms and related Section references:
Average Price, Cash Top-Up, Cash Top-Up Election, Combination Election,
Determination Date, Frontier Evaluation Period, Global Adjustment Election,
Global Election Period, Specified Value and Termination Notice.
2. Amendment to Section 1.2 of the Original Agreement. Section
1.2 of the Original Agreement is hereby amended by deleting the phrase
beginning with the words "provided, however, that" up to and including the
words ", in all cases" in their entirety.
3. Amendment to Section 1.8(a) of the Original Agreement. Section
1.8(a) of the Original Agreement is hereby amended by deleting such Section
in its entirety and inserting in lieu thereof the following:
(a) At the Effective Time by virtue of the Merger and without any
action on the part of the holder thereof, each share of Frontier Common
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Stock issued and outstanding immediately prior to the Effective Time
(other than shares of Frontier Common Stock owned or held directly or
indirectly by Global or directly by Frontier, all of which shall be
canceled as provided in Section 1.8(c)) shall, be converted into the
right to receive that number of shares of Global Common Stock equal to
the Exchange Ratio (as defined below) (the "MERGER CONSIDERATION").
"EXCHANGE RATIO" means 2.05 shares of Global Common Stock, as increased
by 7% per annum, compounded daily, from and after December 31, 1999 to
and including the Effective Time. If prior to the Effective Time,
Global should split or combine the shares of Global Common Stock, or pay
a stock dividend or other stock distribution in shares of Global Common
Stock, or otherwise change the shares of Global Common Stock into any
other securities, or make any other dividend or distribution on the
shares of Global Common Stock, then the Exchange Ratio will be
appropriately adjusted to reflect such split, combination, dividend or
other distribution or change.
4. Amendment to Section 1.10(c) of the Original Agreement.
Section 1.10(c) of the Original Agreement is hereby amended by deleting the
last sentence of clause (i) thereof in its entirety.
5. Amendment to Section 1.10(g)(ii) of the Original Agreement.
Section 1.10(g)(ii) of the Original Agreement is hereby amended by deleting
the word "NASDAQ" and inserting in lieu thereof the words "Nasdaq National
Market ("NASDAQ")".
6. Amendment to Article II of the Original Agreement. Article II
of the Original Agreement is hereby amended as follows:
a. Section 2.1 of the Original Agreement is hereby amended by
deleting the words "and, if applicable, cash to be paid as a
result of the Cash Top-Up pursuant to Section 7.1(g)";
b. Section 2.2 of the Original Agreement is hereby amended by (i)
deleting the words "and any cash to be paid as a result of the
Cash Top-Up pursuant to Section 7.1(g)" in clause (B) of the
second sentence thereof and inserting the word "and" after the
words "Section 2.5," in such clause, (ii) deleting the words
"or as a result of a Cash Top-Up pursuant to Section 7.1(g)"
in the third sentence thereof and inserting the word "and"
after the words "Section 2.3," in such sentence and (iii)
deleting the words "and as a result of a Cash Top-Up pursuant
to Section 7.1(g)" in the last sentence thereof and inserting
the word "and" after the words "Section 2.5," in such
sentence;
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c. Section 2.3 of the Original Agreement is hereby amended by (i)
deleting the words "and no cash payment as a result of a Cash
Top-Up pursuant to Section 7.1(g)" in the first sentence
thereof and (ii) deleting the words "and any cash payment as a
result of a Cash Top-Up pursuant to Section 7.1(g)" in the
second sentence thereof and inserting the word "and" after the
words "Section 2.5," in such sentence;
d. Section 2.4 of the Original Agreement is hereby amended by
deleting the words "or as a result of a Cash Top-Up pursuant
to Section 7.1(g)" and inserting the word "and" after the
words "Section 2.3";
e. Section 2.6 of the Original Agreement is hereby amended by
deleting the words "and any cash payment as a result of a Cash
Top-Up pursuant to Section 7.1(g)" and inserting the word
"and" after the words "Section 2.5,";
f. Section 2.8 of the Original Agreement is hereby amended by
deleting the second sentence thereof in its entirety; and
g. Section 2.12 of the Original Agreement is hereby amended by
deleting the words "and any cash payment as a result of a Cash
Top-Up pursuant to Section 7.1(g)" in the last sentence
thereof and inserting the word "and" after the words "Section
2.5," in such sentence.
7. Amendment to Section 3.1(j) of the Original Agreement.
Section 3.1(j) of the Original Agreement is hereby amended by inserting the
following sentence at the end thereof: "Frontier has received the opinion of
the Frontier Financial Advisor, dated September 2, 1999, to the effect that,
as of such date, the Exchange Ratio is fair, from a financial point of view,
to the holders of Frontier Common Stock, a copy of which opinion will be made
available to Global."
8. Amendment to Section 3.2(i) of the Original Agreement.
Section 3.2(i) of the Original Agreement is hereby amended by inserting the
following sentence at the end thereof: "Global has received the opinion of
the Global Financial Advisor, dated September 1, 1999, to the effect that, as
of such date, the Exchange Ratio is fair, from a financial point of view, to
Global, a copy of which opinion will be made available to Frontier."
9. Amendment to Section 4.2(h) of the Original Agreement.
Section 4.2(h) of the Original Agreement is hereby amended by inserting the
words ", and shall take such actions as may be necessary to cause the Merger
to qualify (unless such actions would have a Material Adverse Effect on
Global after giving effect to the Merger)," after the word "qualifying" in
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the first sentence thereof and inserting the words "in which the exchange of
Frontier Common Stock is not subject to Section 367(a)(1) of the Code by
reason of Treas. Reg. Sec. 1.367(a)-3(c)" after the word "Code" in such
sentence.
10. Amendment to Section 4.2(k) of the Original Agreement.
Section 4.2(k) of the Original Agreement is hereby amended by deleting the
second paragraph thereof in its entirety.
11. Amendment to Add a New Section 5.15 to the Original Agreement.
The Original Agreement shall be amended by inserting the following new
Section 5.15 immediately following Section 5.14 thereof:
5.15 SHARE REPURCHASE PROGRAM. Global shall promptly following the
Effective Time institute a six-month open-market stock repurchase
program relating to the repurchase of up to $500 million in the
aggregate of Global Common Stock from time to time, as determined by
Global, based on market conditions, in compliance with the rules and
regulations of the SEC, including Rule 10b-18, and consistent with
Global's obligations under Section 4.2(h) of the Agreement.
12. Amendment to Section 7.1(g) of the Original Agreement.
Section 7.1(g) of the Original Agreement is hereby amended by deleting such
Section in its entirety.
13. Amendment to Section 7.3 of the Original Agreement. Section
7.3 of the Original Agreement is hereby amended by inserting the following
sentence at the end thereof: "For purposes of this Agreement, the words,
"this Agreement" shall mean this Agreement, as amended from time to time,
except to the extent such words refer to the date of this Agreement or the
date of the execution of this Agreement."
14. Authorization, Execution and Delivery; No Conflicts.
(a) This Amendment has been duly authorized, executed and delivered by each
party hereto and constitutes a valid and binding agreement of each such
party, enforceable against such party in accordance with its terms, except as
such enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium and similar laws relating to or affecting creditors generally, by
general equity principles (regardless of whether such enforceability is
considered in a proceeding in equity or at law) or by an implied covenant of
good faith and fair dealing.
(b) The execution and delivery of this Amendment does not or will
not, as the case may be, and the consummation of the transactions
contemplated hereby will not, conflict with, or result in a Violation
pursuant to: (A) any provision of the constituent documents of each party
hereto, or (B) except as would not have a Material Adverse Effect on such
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party and, subject to obtaining or making the consents, approvals orders,
authorizations, registrations, declarations and filings referred to in
paragraph (c) below, any loan or credit agreement, note, mortgage, bond,
indenture, lease, benefit plan or other agreement, obligation, instrument,
permit, concession, franchise, license, judgment, order, decree, statute,
law, ordinance, rule or regulation applicable to such party or any Subsidiary
of such party or their respective properties or assets.
(c) No consent, approval, order or authorization of, or
registration, declaration or filing with, any Governmental Entity is required
by or with respect to any party hereto or any Subsidiary of such party in
connection with the execution and delivery of this Amendment by such party or
the consummation of the transactions contemplated hereby, except for the
Required Consents and such consents, approvals, orders, authorizations,
registrations, declarations and filings the failure of which to make or
obtain would not have a Material Adverse Effect on such party.
15. Voting Agreement. Global represents and warrants to Frontier
that as of the date of this Amendment, after giving effect to this Amendment
and the reaffirmation of the Voting Agreement referred to in the second
recital of this Amendment, the shares subject to the Voting Agreement
constitute more than the Required Global Vote.
16. Effective Date; No Other Consents or Amendments. Each of the
parties hereto agrees that the amendments to the Original Agreement contained
herein shall be effective upon execution of this Amendment by each party
hereto. Except as expressly amended hereby, the provisions of the Original
Agreement are and shall remain in full force and effect. This Amendment
shall not be deemed to constitute a waiver of, or consent to, or a
modification or amendment of, any other provision of the Original Agreement
except as expressly provided herein or to prejudice any other right or rights
which any party may now have or may have in the future under or in connection
with the Original Agreement. This Amendment shall not constitute an agreement
or obligation of any party to consent to, waive, modify or amend any other
term, condition, subsection or section of the Original Agreement.
17. Governing Law. This Amendment shall be governed and
construed in accordance with the laws of the State of New York.
18. Counterparts. This Amendment may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts,
each of which when executed shall be deemed to be an original but all of
which taken together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, Global, Merger Sub and Frontier have caused
this Amendment to be executed as of the date first written above by their
respective officers thereunto duly authorized.
GLOBAL CROSSING LTD.
By: /s/ THOMAS J. CASEY
---------------------------------------
Name: Thomas J. Casey
Title: Vice Chairman
GCF ACQUISITION CORP.
By: /s/ THOMAS J. CASEY
---------------------------------------
Name: Thomas J. Casey
Title: Vice Chairman
FRONTIER CORPORATION
By: /s/ JOSEPH P. CLAYTON
--------------------------------------
Name: Joseph P. Clayton
Title: Chief Executive Officer
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Exhibit A to Amendment No. 2 is filed as EXHIBIT 99.1 to this Form 8-K.
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Exhibit B to Amendment No. 2 is filed as EXHIBIT 99.2 to this Form 8-K.
EXHIBIT 99.1
SECOND REAFFIRMATION OF VOTING AGREEMENT
AND SHARE TRANSFER RESTRICTION AGREEMENT
SECOND REAFFIRMATION OF VOTING AGREEMENT AND SHARE TRANSFER RESTRICTION
AGREEMENT, dated as of September 2, 1999 (this "Agreement"), to the Voting
Agreement, dated as of March 16, 1999 (the "Voting Agreement"), among certain
shareholders (collectively, the "Shareholders") of Global Crossing Ltd., a
company formed under the laws of Bermuda ("Global"), Frontier Corporation, a
New York corporation (together with its successors and assigns, "Frontier"),
and Global.
A. Simultaneously with their execution of the Voting Agreement,
Global, Frontier and GCF Acquisition Corp. ("Merger Sub") entered into an
Agreement and Plan of Merger (the "Merger Agreement"), providing for, among
other things, the merger of Merger Sub with and into Frontier (the "Merger").
B. Simultaneously with their execution of the Reaffirmation of
Voting Agreement, dated as of May 16, 1999, Global, Frontier and Merger Sub
entered into Consent and Amendment No. 1 to the Merger Agreement ("Amendment
No. 1").
C. The parties intend concurrently with the execution of this
Agreement to execute Amendment No. 2 ("Amendment No. 2") to the Merger
Agreement, as amended by Amendment No. 1, in order to provide for certain
changes to the terms and conditions thereof.
D. The parties to the Voting Agreement now desire to amend
certain provisions of the Voting Agreement in accordance with Section 4(c) of
the Voting Agreement.
E. Each Shareholder beneficially owns shares of Common Stock,
par value $.01 per share, of Global as set forth opposite such Shareholder's
name on Exhibit A. All such shares, together with any shares of capital
stock of Global such Shareholder hereinafter acquires, are referred to herein
as the "Subject Shares".
F. The Shareholders and Global desire to enter into this
Agreement to provide for, among other things, certain restrictions on the
sale or other transfer of the record ownership or beneficial ownership, or
both, of the Subject Shares during the term of this Agreement.
G. Capitalized terms not otherwise defined herein shall have
the meanings ascribed to them in the Voting Agreement.
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AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:
SECTION 1. Second Reaffirmation of Voting Agreement.
1.1 Supplement. Section 1(c) of the Voting Agreement is
hereby supplemented by the following: "Each Shareholder acknowledges receipt
and review of a copy of Amendment No. 2."
1.2 Second Reaffirmation. Each Shareholder reaffirms its
obligations under Section 1(a) of the Voting Agreement to be present, in
person or represented by proxy, at each meeting of shareholders of Global or
in connection with any written consent and to vote (or cause to be voted) or
to deliver a written consent (or cause a consent to be delivered) covering
all the Subject Shares held by such Shareholder and all Voting Shares to
approve the Share Issuance and the Global Charter Amendment and any action
required in furtherance thereof and of the Merger and if applicable, the
Alternative Merger, and against any action which would reasonably be expected
to result in a failure of the conditions described in Section 6.3 of the
Merger Agreement to be satisfied, all pursuant to the terms and conditions
set forth in the Merger Agreement, as amended by Amendment No. 1 and
Amendment No. 2.
SECTION 2. Covenants of the Shareholders. As between each
of the Shareholders and Global the following agreements in this Section 2
shall be applicable:
2.1 Transfer of Subject Shares. During the term of this
Agreement, each Shareholder shall not transfer record ownership or beneficial
ownership, or both, of any Subject Shares; provided, that each Shareholder
shall be permitted to transfer ownership of Subject Shares (i) in connection
with donations to charitable organizations, (ii) pledges or similar security
arrangements with third party lenders, (iii) if consented to, prior to the
Effective Time, by Global and Frontier, (iv) if consented to, subsequent to
the Effective Time, by a committee (the "Committee") of the Board of
Directors of Global consisting of one former representative of Frontier (the
"Frontier Representative") and one Global member (such consent not to be
unreasonably withheld), (v) in connection with a qualified or other domestic
relations order or other judicial order, and (vi) in connection with
transfers made solely for estate planning purposes, so long as the transferee
agrees in writing to be bound by the terms of this Agreement. For the
purpose of this Agreement, the term "transfer" means a sale, an assignment, a
grant, a transfer, or other disposition of any Subject Shares or any interest
of any nature in any Subject Shares, including, without limitation, the
"beneficial ownership" of such Subject Shares (as determined pursuant to
Regulation 13D-G under the Securities Exchange Act of 1934, as amended).
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Nothing herein shall affect the obligations of each Shareholder under Section
2 of the Voting Agreement.
2.2 Post Termination Sales. Each Shareholder shall in good
faith work toward implementing a program with the purpose that, if and when
any such Shareholder determines to sell or otherwise transfer the Subject
Shares subsequent to the Termination Date, such sales or transfers would be
effected in such a manner as to provide for an orderly trading market for
shares of Global Common Stock.
2.3 Further Assurances. Each Shareholder shall execute and
deliver during the term of this Agreement, such further certificates,
agreements and other documents as Global determines in its sole discretion
are necessary or appropriate to implement the restrictions on transfer of the
Subject Shares contained in Section 2.1 hereof.
SECTION 3. Representations and Warranties of the
Shareholders. Each Shareholder severally represents and warrants to each of
Frontier and Global as follows:
3.1 Power and Authority. Each Shareholder has all
requisite power and authority to execute and deliver and perform its
obligations under this Agreement.
3.2 Authorization; Contravention. The execution and
delivery by each Shareholder of this Agreement and the performance by it of
its obligations under this Agreement have, (1) in the case of each
Shareholder that is a corporation, been duly authorized by all necessary
corporate action and (2) do not and will not conflict with or result in a
violation pursuant to, (A) in the case of each Shareholder that is a
corporation, any provision of its certificate of incorporation or bylaws, or
similar organizational document, or (B) any loan or credit agreement, note,
mortgage, bond, indenture, lease, benefit plan or other agreement,
obligation, instrument, permit, concession, franchise, license, judgment,
order, decree, statute, law, ordinance, rule or regulation applicable to such
Shareholder, the Subject Shares or any of such Shareholder's other properties
or assets.
3.3 Binding Effect. This Agreement, when executed and
delivered by each Shareholder will constitute a valid and binding obligation
of such Shareholder, enforceable against such Shareholder, in accordance with
its terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium and similar laws relating to or
affecting creditors' rights generally, by general equity principles
(regardless of whether such enforceability is considered in a proceeding in
equity or at law) or by an implied covenant of good faith and fair dealing.
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3.4 Ownership. Each Shareholder is the record owner or
beneficial owner of the Subject Shares listed beside its name in Exhibit A,
free and clear of liens except with respect to pledges or other liens that
such Shareholder would be entitled to effect or create as of the date of this
Agreement pursuant to the second sentence of Section 2 of the Voting
Agreement and in accordance with the terms thereof. As of the date of this
Agreement, each Shareholder does not own beneficially or of record any equity
securities of Global other than the Subject Shares. No Shareholder has
appointed or granted any proxy which is still effective with respect to its
Subject Shares. Each Shareholder has sole voting power or power to direct
the vote of the Global Common Stock set forth beside its name on Exhibit A
and on the record date and the date of the Global Shareholders Meeting at
which the Share Issuance and the Global Charter Amendment and, if applicable,
the Alternative Merger, shall be presented for approval, each Shareholder
will have sole voting power or power to direct the vote of all such
Shareholder's Subject Shares.
3.5 Litigation. There is no action, suit, investigation,
complaint or other proceeding pending against any Shareholder or, to the
knowledge of any Shareholder, threatened against any Shareholder or any other
entity or person that restricts in any material respect or prohibits (or, if
successful, would restrict or prohibit) performance by any party of its
obligations under this Agreement.
SECTION 4. Miscellaneous Provisions.
4.1 No Waivers; Remedies; Specific Performance.
4.1.1 No failure or delay by Frontier or Global, as
the case may be, in exercising any right, power or privilege
under this Agreement shall operate as a waiver of the right,
power or privilege. A single or partial exercise of any
right, power or privilege shall not preclude any other or
further exercise of the right, power or privilege or the
exercise of any other right, power or privilege. The rights
and remedies provided in this Agreement shall be cumulative
and not exclusive of any rights or remedies provided by law.
4.1.2 In view of the uniqueness of the obligations
contained in this Agreement and the fact that Frontier or
Global, as the case may be, would not have an adequate
remedy at law for money damages in the event that any
obligation under this Agreement is not performed in
accordance with its terms, each of the Shareholders
therefore agrees that Frontier or Global, as the case may
be, shall be entitled to specific enforcement of the terms
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of this Agreement in addition to any other remedy to which
Global or Frontier may be entitled, at law or in equity.
4.2 Amendments, etc. No amendment, modification,
termination, or waiver of any provision of this Agreement, shall be effective
unless it shall be in writing and signed and delivered by the Shareholder
thereby affected and, with respect to matters relating to Section 1 hereof,
by Frontier and Global, and, with respect to matters relating to Section 2
hereof, by Global and Frontier if prior to the Effective Time, and by the
Committee if subsequent to the Effective Time, and then it shall be effective
only in the specific instance and for the specific purpose for which it is
given.
4.3 Successors and Assigns; Third Party Beneficiaries.
4.3.1 No party shall assign any of its rights or
delegate any of its obligations under this Agreement. Any
assignment or delegation in contravention of this Section
4.3.1 shall be void ab initio and shall not relieve the
assigning or delegating party of any obligation under this
Agreement.
4.3.2 The provisions of this Agreement shall be
binding upon and inure solely to the benefit of the parties
hereto, the express beneficiaries thereof (to the extent
provided therein) and their respective permitted heirs,
executors, legal representatives, successors and assigns,
and no other person.
4.4 Governing Law. This Agreement and all rights,
remedies, liabilities, powers and duties of the parties hereto, shall be
governed in accordance with the laws of the State of New York without regard
to principles of conflicts of laws.
4.5 Severability of Provision. If any term or other
provision of this Agreement is invalid, illegal or incapable of being
enforced by any law or public policy, all other terms and provisions of this
Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to any party. Upon such
determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the parties as
closely as possible in an acceptable manner in order that the transactions
contemplated hereby are consummated as originally contemplated to the
greatest extent possible.
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4.6 Term. This Agreement shall be effective as of the date
specified in the first paragraph of this Agreement, and shall terminate upon
the first to occur of (i) that date which is six months after the Effective
Time of the Merger and (ii) the termination of the Merger Agreement pursuant
to Section 7.1 thereof (the "Termination Date").
4.7 Survival. Each representation, warranty or covenant
shall remain in full force and effect until the Termination Date.
4.8 Submission to Jurisdiction; Waiver. Each Shareholder
and Global irrevocably agrees that any legal action or proceeding with
respect to this Agreement may be brought and determined in the courts of the
State of New York, and each Shareholder, Frontier and Global hereby
irrevocably submit with regard to any such action or proceeding for itself
and in respect to its property, generally and unconditionally, to the non-
exclusive jurisdiction of the aforesaid courts. Each Shareholder, Frontier
and Global hereby irrevocably waives, and agrees not to assert, by way of
motion, as a defense, counterclaim or otherwise, in any action or proceeding
with respect to this Agreement, (a) any claim that it is not personally
subject to the jurisdiction of the above-named courts for any reason other
than the failure to serve process in accordance with this Section 4.8, (b)
that it or its property is exempt or immune from jurisdiction of any such
court or from any legal process commenced in such courts (whether through
service of notice, attachment prior to judgment, attachment in aid of
execution of judgment, execution of judgment or otherwise), and (c) to the
fullest extent permitted by applicable law, that (i) the suit, action or
proceeding in any such court is brought in an inconvenient forum, (ii) the
venue of such suit, action or proceeding is improper and (iii) this
Agreement, or the subject matter hereof, may not be enforced in or by such
courts. This Agreement does not involve less than $250,000 and the parties
intend that Section 5-1401 of the New York General Obligations will apply to
this Agreement.
4.9 Waiver of Jury Trial. Each party, as a condition of
its right to enforce or defend any right under or in connection with this
Agreement, waives any right to a trial by jury in any action to enforce or
defend any right under this Agreement and agrees that any action shall be
tried before a court and not before a jury.
4.10 Counterparts. This Agreement may be signed in any
number of counterparts, each of which shall be an originals, with the same
effect as if all signatures were on the same instrument.
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<PAGE>
IN WITNESS WHEREOF, the parties have executed and delivered this
agreement as of the date first written above.
FRONTIER CORPORATION
By: /s/ Joseph P. Clayton
Joseph P. Clayton
Chief Executive Officer
GLOBAL CROSSING LTD.
By: /s/ Thomas J. Casey
Thomas J. Casey
Vice Chairman
BROWN LIVING TRUST
RIDGESTONE CORP.
By: /s/ Abbott L. Brown
Abbott L. Brown
GALENIGHT CORP.
By: /s/ Barry Porter
Barry Porter
CONTINENTAL CASUALTY
CORPORATION
CONTINENTAL CASUALTY CORP.
DESIGNATED HIGH YIELD FUND
By: /s/ Hillel Weinberger
Hillel Weinberger
GLOBAL CROSSING TRUST 1998
By: /s/ Hillel Weinberger
Hillel Weinberger, as Trustee
GLOBAL CROSSING PARTNERS
By: /s/ Hillel Weinberger
Hillel Weinberger,
as general partner
- -
<PAGE>
CIBC WG ARGOSY MERCHANT FUND 3, LP
CIBC WOOD GUNDY CAPITAL (SFC) INC.
CO-INVESTMENT MERCHANT FUND, LLC
GLOBAL CROSSING LTD., LDC
CANADIAN IMPERIAL BANK OF
COMMERCE
By: /s/ Jay R. Bloom
Jay R. Bloom
DAVID AND ELLEN LEE FAMILY TRUST
By: /s/ David Lee
David Lee, Trustee
SAN PASQUAL CORP.
By: /s/ David Lee
David Lee
PACIFIC CAPITAL GROUP, INC.
By: /s/ Gary Winnick
Gary Winnick
GKW UNIFIED HOLDINGS, LLC
By: Pacific Capital Group, Inc.
Manager
By: /s/ Gary Winnick
Gary Winnick
MRCo, Inc.
By: /s/ Michael R. Steed
Michael R. Steed
/s/ Abbott L. Brown
Abbott L. Brown
/s/ Barry Porter
Barry Porter
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<PAGE>
/s/ David L. Lee
David L. Lee
/s/ Gary Winnick
Gary Winnick
/s/ Lodwrick M. Cook
Lodwrick M. Cook
/s/ Hillel Weinberger
Hillel Weinberger
/s/ Jay R. Bloom
Jay R. Bloom
/s/ Michael R. Steed
Michael R. Steed
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EXHIBIT A
Shares
Beneficially Share Vote
Held Ownership Percentage
Gary Winnick 87,591,172 21.22% 9.50%
CIBC(Including Jay 88,198,248 21.37% 24.59%
R. Bloom and
Michael R. Steed)
MRCo 30,109,522 7.30% 8.40%
Continental 36,442,735 8.83% 9.50%
Barry Porter 17,063,809 4.13% 4.75%
David Lee 18,559,028 4.50% 5.18%
Abbott Brown 10,460,679 2.53% 2.91%
Lod Cook 3,324,169 0.81% 0.93%
Hillel Weinberger 2,245,674 0.54%
Total 293,995,036 71.23% 65.76%*
Total Company: 412,732,100
*Excluding shares beneficially held by Hillel Weinberger
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EXHIBIT 99.2
SHARE TRANSFER RESTRICTION AGREEMENT
SHARE TRANSFER RESTRICTION AGREEMENT, dated as of September 2, 1999
(this "Agreement"), among certain shareholders listed on the signature pages
hereto of Global Crossing Ltd., a company formed under the laws of Bermuda
(the "Global Shareholders" and "Global", respectively) and certain
shareholders listed on the signature pages hereto of Frontier Corporation, a
New York corporation (the "Frontier Shareholders" and "Frontier",
respectively) on the one hand, and Global on the other hand. The Global
Shareholders and Frontier Shareholders are referred to herein collectively as
the "Shareholders".
A. Global, Frontier and GCF Acquisition Corp. ("Merger Sub") are
parties to that certain Agreement and Plan of Merger, dated as of March 16,
1999, as amended by Consent and Amendment No. 1, dated as of May 16, 1999,
and by Amendment No. 2, dated as of September 2, 1999 (as amended, the
"Merger Agreement"), providing for, among other things, the merger of Merger
Sub with and into Frontier (the "Merger").
B. Each Global Shareholder beneficially owns shares of Common Stock,
par value $.01 per share, of Global (the "Global Common Stock"). Each
Frontier Shareholder beneficially owns shares of Common Stock, par value
$1.00 per share, of Frontier (the "Frontier Common Stock"). Upon
consummation of the Merger, each share of Frontier Common Stock will be
converted into the right to receive shares of Global Common Stock as set
forth in the Merger Agreement and each Frontier Shareholder shall
beneficially own shares of Global Common Stock as a result of the
consummation of the transactions contemplated by the Merger Agreement. All
such shares of Frontier Common Stock, together with any other shares of
capital stock of Frontier any such Frontier Shareholder acquires prior to the
Effective Time (as defined in the Merger Agreement) of the Merger and the
shares of Global Common Stock received by each Frontier Shareholder in the
Merger and all such shares of Global Common Stock held by each Global
Shareholder, together with any other shares of capital stock of Global any
such Shareholder hereinafter acquires, are referred to as the "Subject
Shares".
C. The Shareholders and Global desire to enter into this Agreement to
provide for, among other things, certain restrictions on the sale or other
transfer of the record ownership or the beneficial ownership, or both, of the
Subject Shares from the date hereof until the termination of this Agreement.
<PAGE>
D. Each Shareholder acknowledges that Global and Frontier are entering
into Amendment No. 2 to the Merger Agreement in reliance on the covenants and
other agreements of the Shareholders set forth in this Agreement.
AGREEMENT
NOW THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:
SECTION 1. Covenants of the Shareholders.
1.1 Transfer of Subject Shares. During the term of this
Agreement, each Shareholder shall not transfer record ownership or beneficial
ownership, or both, of any Subject Shares; provided, that each Shareholder
shall be permitted to transfer ownership of Subject Shares (i) in connection
with donations to charitable organizations, (ii) pledges or similar security
arrangements with third party lenders, (iii) if consented to, prior to the
Effective Time, by Global and Frontier, (iv) if consented to, subsequent to
the Effective Time, by a committee (the "Committee") of the Board of
Directors of Global consisting of one former representative of Frontier (the
"Frontier Representative") and one Global member (such consent not to be
unreasonably withheld), (v) in connection with a qualified or other domestic
relations order or other judicial order, and (vi) in connection with
transfers made solely for estate planning purposes, so long as the transferee
agrees in writing to be bound by the terms of this Agreement. For the
purpose of this Agreement, the term "transfer" means a sale, an assignment, a
grant, a transfer, or other disposition of any Subject Shares or any interest
of any nature in any Subject Shares, including, without limitation, the
"beneficial ownership" of such Subject Shares (as determined pursuant to
Regulation 13D-G under the Securities Exchange Act of 1934, as amended).
1.2 Further Assurances. Each Shareholder shall execute and
deliver during the term of this Agreement, such further certificates,
agreements and other documents as Global determines in its sole discretion
are necessary or appropriate to implement the restrictions on transfer of the
Subject Shares contained in Section 1.1 hereof.
SECTION 2. Representations and Warranties of the Shareholders.
Each Shareholder severally represents and warrants to Global as follows:
2.1 Power and Authority. Each Shareholder has all requisite power
and authority to execute and deliver and perform its obligations under this
Agreement.
2.2 Authorization; Contravention. The execution and delivery by
each Shareholder of this Agreement and the performance by it of its
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<PAGE>
obligations under this Agreement have, (1) in the case of each Shareholder
that is a corporation, been duly authorized by all necessary corporate action
and (2) do not and will not conflict with or result in a violation pursuant
to, (A) in the case of each Shareholder that is a corporation, any provision
of its certificate of incorporation or bylaws, or similar organizational
document, or (B) any loan or credit agreement, note, mortgage, bond,
indenture, lease, benefit plan or other agreement, obligation, instrument,
permit, concession, franchise, license, judgment, order, decree, statute,
law, ordinance, rule or regulation applicable to such Shareholder, the
Subject Shares or any of such Shareholder's other properties or assets.
2.3 Binding Effect. This Agreement, when executed and delivered
by each Shareholder will constitute a valid and binding obligation of such
Shareholder, enforceable against such Shareholder, in accordance with its
terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium and similar laws relating to or
affecting creditors' rights generally, by general equity principles,
(regardless of whether such enforceability is considered in a proceeding in
equity or at law) or by an implied covenant of good faith and fair dealing.
2.4 Litigation. There is no action, suit, investigation, complaint
or other proceeding pending against any Shareholder or, to the knowledge of
any Shareholder, threatened against any Shareholder or any other entity or
person that restricts in any material respect or prohibits (or, if
successful, would restrict or prohibit) performance by any party of its
obligations under this Agreement.
SECTION 3. Miscellaneous Provisions.
3.1 No Waivers; Remedies; Specific Performance.
3.1.1 No failure or delay by Global in exercising any right,
power or privilege under this Agreement shall operate as a waiver
of the right, power or privilege. A single or partial exercise of
any right, power or privilege shall not preclude any other or
further exercise of the right, power or privilege or the exercise
of any other right, power or privilege. The rights and remedies
provided in this Agreement shall be cumulative and not exclusive of
any rights or remedies provided by law.
3.1.2 In view of the uniqueness of the obligations contained
in this Agreement and the fact that Global would not have an
adequate remedy at law for money damages in the event that any
obligation under this Agreement is not performed in accordance with
its terms, each of the Shareholders therefore agrees that Global
shall be entitled to specific enforcement of the terms of this
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<PAGE>
Agreement in addition to any other remedy to which Global may be
entitled, at law or in equity.
3.2 Amendments, etc. No amendment, modification, termination, or
waiver of any provision of this Agreement, shall be effective unless it shall
be in writing and signed and delivered by the Shareholder thereby affected
and by Global and Frontier if prior to the Effective Time, and by the
Committee if subsequent to the Effective Time, and then it shall be effective
only in the specific instance and for the specific purpose for which it is
given.
3.3 Successors and Assigns; Third Party Beneficiaries.
3.3.1 No party shall assign any of its rights or delegate any
of its obligations under this Agreement. Any assignment or
delegation in contravention of this Section 3.3.1 shall be void ab
initio and shall not relieve the assigning or delegating party of
any obligation under this Agreement.
3.3.2 The provisions of this Agreement shall be binding upon
and inure solely to the benefit of the parties hereto, the express
beneficiaries thereof (to the extent provided therein) and their
respective permitted heirs, executors, legal representatives,
successors and assigns, and no other person.
3.4 Governing Law. This Agreement and all rights, remedies,
liabilities, powers and duties of the parties hereto, shall be governed in
accordance with the laws of the State of New York without regard to
principles of conflicts of laws.
3.5 Severability of Provision. If any term or other provision of
this Agreement is invalid, illegal or incapable of being enforced by any law
or public policy, all other terms and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any
manner materially adverse to any party. Upon such determination that any
term or other provision is invalid, illegal or incapable of being enforced,
the parties shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible in an
acceptable manner in order that the transactions contemplated hereby are
consummated as originally contemplated to the greatest extent possible.
3.6 Term. This Agreement shall be effective as of the date
specified in the first paragraph of this Agreement, and shall terminate upon
the first to occur of (i) that date which is six months after the Effective
Time of the Merger and (ii) the termination of the Merger Agreement pursuant
to Section 7.1 thereof (the "Termination Date").
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<PAGE>
3.7 Survival. Each representation, warranty or covenant shall
remain in full force and effect until the Termination Date.
3.8 Submission to Jurisdiction; Waiver. Each Shareholder and
Global irrevocably agrees that any legal action or proceeding with respect to
this Agreement may be brought and determined in the courts of the State of
New York, and each Shareholder and Global hereby irrevocably submit with
regard to any such action or proceeding for itself and in respect to its
property, generally and unconditionally, to the non-exclusive jurisdiction of
the aforesaid courts. Each Shareholder and Global hereby irrevocably waives,
and agrees not to assert, by way of motion, as a defense, counterclaim or
otherwise, in any action or proceeding with respect to this Agreement, (a)
any claim that it is not personally subject to the jurisdiction of the above-
named courts for any reason other than the failure to serve process in
accordance with this Section 3.8, (b) that it or its property is exempt or
immune from jurisdiction of any such court or from any legal process
commenced in such courts (whether through service of notice, attachment prior
to judgment, attachment in aid of execution of judgment, execution of
judgment or otherwise), and (c) to the fullest extent permitted by applicable
law, that (i) the suit, action or proceeding in any such court is brought in
an inconvenient forum, (ii) the venue of such suit, action or proceeding is
improper and (iii) this Agreement, or the subject matter hereof, may not be
enforced in or by such courts. This Agreement does not involve less than
$250,000 and the parties intend that Section 5-1401 of the New York General
Obligations will apply to this Agreement.
3.9 Waiver of Jury Trial. Each party, as a condition of its
right to enforce or defend any right under or in connection with this
Agreement, waives any right to a trial by jury in any action to enforce or
defend any right under this Agreement and agrees that any action shall be
tried before a court and not before a jury.
3.10 Notice. All notices and other communications hereunder shall
be in writing and shall be deemed duly given (1) on the date of delivery if
delivered personally, or by telecopy or telefacsimile, upon confirmation of
receipt, (2) on the first business day following the date of dispatch if
delivered by a recognized next-day courier service, or (3) on the tenth
business day following the date of mailing if delivered by registered or
certified mail, return receipt requested, postage prepaid. All notices
hereunder shall be given to Global and Frontier at its address stated in
Section 8.2 of the Merger Agreement and all notices to the Shareholders shall
be given at their respective addresses in the records of Global, or Frontier,
as the case may be, or, in each case, at any other address as the party may
specify for this purpose by notice to the other parties.
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<PAGE>
3.11 Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if
all signatures were on the same instrument.
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<PAGE>
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as
of the date first written above.
GLOBAL SHAREHOLDERS
/s/ William Carter, Jr.
Name: William Carter, Jr.
/s/ Dan Cohrs
Name: Dan Cohrs
/s/ John Comparin
Name: John Comparin
/s/ Wallace S. Dawson
Name: Wallace S. Dawson
/s/ James Gorton
Name: James Gorton
/s/ Robert Sheh
Name: Robert Sheh
/s/ Thomas J. Casey
Name: Thomas J. Casey
/s/ Jack M. Scanlon
Name: Jack M. Scanlon
/s/ Robert Annunziata
Name: Robert Annunziata
/s/ William E. Conway
Name: William E. Conway
/s/ Dean C. Kehler
Name: Dean C. Kehler
/s/ Geoffrey J.W. Kent
Name: Geoffrey J.W. Kent
/s/ Jay R. Levine
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<PAGE>
Name: Jay R. Levine
/s/ William P. Phoenix
Name: William P. Phoenix
/s/ Bruce Raben
Name: Bruce Raben
FRONTIER SHAREHOLDERS
/s/ Robert Barrett
Name: Robert Barrett
/s/ Joseph P. Clayton
Name: Joseph P. Clayton
/s/ Rolla P. Huff
Name: Rolla P. Huff
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EXHIBIT 99.3
Global Crossing and Frontier Amend Merger Agreement to Increase Deal Certainty
Boards and Management Reaffirm Commitment to Strategic Combination
Highlights of Merger Amendments
The exchange ratio will now be fixed at 2.05 Global Crossing shares for each
Frontier share.
Because of the fixed ratio, the Frontier walk-away right, as it relates to
Global Crossing's stock price, has been eliminated.
Global Crossing has agreed to institute a stock repurchase program of up to
$500 million promptly following the close of the merger.
Key management and inside shareholders of Global Crossing and Frontier have
agreed to enter into or to extend their "lock-up," and not sell their
shares for at least six months following the completion of the merger.
The inside shareholders of Global Crossing also have agreed to create and
implement an orderly disposition program thereafter if they wish to sell.
The parties are working to meet an expected closing date of later this month.
HAMILTON, BERMUDA and ROCHESTER, NEW YORK -September 2, 1999 -Global
Crossing, Ltd. (NASDAQ:GBLX) and Frontier Corporation (NYSE:FRO), which have
agreed to combine to create the world's first global Internet Protocol (IP)
communications company, announced today their boards of directors have
unanimously approved an amended merger agreement. The amendments are
designed to increase deal certainty and demonstrate management's commitment
to the strategic merits of the transaction.
"We're pleased to have brought more certainty to the realization of
our merger with Frontier, and also pleased that the Frontier board of
directors has once again reaffirmed its commitment to complete the merger
with Global Crossing as planned," said Bob Annunziata, Global Crossing's
chief executive officer. "We were motivated to revise our agreement by the
overwhelming strategic and financial benefits of our merger, and are now
looking forward to its prompt closing. Frontier's unsurpassed U.S. fiber
optic network combined with Global Crossing's worldwide network will connect
more than 160 of the largest business centers worldwide and create the
world's first truly global telecommunications and Internet service provider."
The combined company will offer industry-leading capabilities in web
hosting, IP applications and data services to customers worldwide over the
first seamless global IP network, spanning over 77,000 route miles and
connecting 20 countries.
"This is a win-win for customers and shareholders of both companies,"
said Joseph P. Clayton, Frontier's chief executive officer. "Speed-to-market
is critical in the new Internet economy. Together, we will leverage the
unique combination of our assets to quickly establish a leadership position
in what is expected to be a $1 trillion market by 2003."
Details of Revised Transaction
Under the terms of the revised agreement, Frontier shareholders will
receive 2.05 Global Crossing common shares for each share of Frontier stock.
Given that the exchange ratio has now been fixed, the need for a "collar"
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<PAGE>
provision and "pricing period" has been eliminated. As a result, Frontier
has also agreed to eliminate its walk-away right as it relates to declines in
Global Crossing's stock price.
Pursuant to the revised merger agreement, Global Crossing's board has
authorized a six-month open market stock repurchase program to be instituted
promptly following the closing of the merger for up to $500 million in the
aggregate. The repurchases would occur from time-to-time, as determined by
Global Crossing, depending upon market conditions.
In addition, shareholders representing more than two-thirds of the
equity of Global Crossing, in addition to Joseph P. Clayton and Rolla P.
Huff, Frontier's president and chief operating officer, have agreed not to
sell any of their shares of Global Crossing within six months of the close of
the merger. Furthermore, the inside Global Crossing shareholders have agreed
that following that date, should they wish to sell their shares, they will do
so only through the creation and implementation of an orderly disposition
program. The Global Crossing shareholders include Canadian Imperial Bank of
Commerce, Continental Casualty Corp., MRCo (an affiliate of Union Labor Life
Insurance Co.), and the individual founders and executives on Global
Crossing's board of directors, together with each of their affiliates.
Under the terms of the revised agreement, the transaction is valued
at approximately $10 billion, based on yesterday's closing price of Global
Crossing shares. The merged company will be approximately 55 percent owned
by current Global Crossing shareholders and 45 percent owned by current
Frontier shareholders. The transaction is still expected to qualify as a
tax-free reorganization to Frontier shareholders and is expected to be
accounted for as a purchase. Upon closing, the transaction is expected to be
immediately accretive to Global Crossing's operating cash flow.
Anticipated Timing
Shareholders of Global Crossing are scheduled to meet on September 22
and shareholders of Frontier on September 23 to vote on the terms of the
revised agreement, which is subject to shareholder approval. Revised proxy
material will be distributed to shareholders of both companies shortly.
Shareholders of Global Crossing representing in excess of 51 percent of the
voting power of the company have executed agreements to vote in favor of the
merger. The parties are working to meet an expected closing date of later
this month.
About Global Crossing
Global Crossing is building and operating the world's most advanced
global IP-based data-centric network, an end-to-end fiber optic platform for
data, voice, video, and Internet transmissions. The Global Crossing network
will span five continents and address 80 percent of the world's international
traffic. A new unit of Global Crossing, Global Marine Systems Limited,
possesses the largest flotilla of cable laying and maintenance vessels in the
world and currently services more than a third of the world's undersea cable
kilometers. Global Crossing's operations are headquartered in Hamilton,
Bermuda, with executive offices in Los Angeles.
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About Frontier
Frontier Corporation (NYSE:FRO), is a leading Internet Protocol (IP)
applications and communications services provider. Frontier recently agreed
to merge with Global Crossing Ltd. (NASDAQ:GBLX). The combined company will
own and operate the first seamless global IP network with more than 77,000
ultra-high bandwidth fiber miles connecting 159 major cities in 19 countries.
For more information, visit www.frontiercorp.com
Statements made in this press release that state the company's or
management's intentions, beliefs, expectations, or predictions for the future
are forward-looking statements. It is important to note that the company's
actual results could differ materially from those projected in such forward-
looking statements. Information concerning factors that could cause actual
results to differ materially from those in the forward-looking statements is
contained from time-to-time in the company's filings with the U.S. Securities
and Exchange Commission (SEC). Copies of these filings may be obtained by
contacting the company or the SEC.
FOR MORE INFORMATION CONTACT:
Global Crossing Frontier
Investors/Analysts: Investors/Analysts:
Jensen Chow 310/385-5283 Kirsten Sullivan 716/777-6179
[email protected] [email protected]
Press: Press:
Heather Reeves 212/687-8080 Jim Collins 716/777-6950
[email protected] [email protected]
or or
Tom Goff 310/385-5231 Michele Sadwick 716/777-6021
[email protected] [email protected]
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