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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
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FORM 8-K
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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 28, 1999
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Frontier Corporation
(Exact name of registrant as specified in its charter)
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New York 1-4166 16-0613330
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
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 1. Change of Control.
On September 28, 1999, Global Crossing Ltd., a Bermuda company ("Global
Crossing"), announced the consummation of the merger of GCF Acquisition Corp., a
New York corporation and a wholly owned subsidiary of Global Crossing ("Merger
Sub"), with and into Frontier Corporation, a New York corporation ("Frontier"),
resulting in Frontier becoming a wholly owned subsidiary of Global Crossing. A
copy of the Agreement and Plan of Merger, dated as of March 16, 1999, as
amended, among Global Crossing, Merger Sub and Frontier is hereby incorporated
by reference to Global Crossing's Registration Statement on Form S-4 filed on
September 8, 1999 (File No. 333-86693).
A copy of the press release of Global Crossing, dated September 28, 1999,
is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by
reference.
Item 7. Financial Statement and Exhibits.
(c) Exhibits.
99.1 Press Release of Global Crossing Ltd., dated September 28, 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 hereunto duly authorized.
FRONTIER CORPORATION
/s/ Martin T. McCue
Dated: September 29, 1999 By: _____________________________
Name: Martin T. McCue
Title: Senior Vice President
and General Counsel
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of Global Crossing Ltd., dated
September 28, 1999.
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Exhibit 99.1
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Global Crossing Completes Merger with Frontier
* Merger creates a truly global telecommunications company, included in S&P 500
and Nasdaq 100.
* Includes an end-to-end global fiber-optic network connecting 88,000 route
miles, 1.25 million fiber miles, offering ultra-high bandwidth to 170 major
cities in 24 countries.
* New company will have strong growth projections, 11,000 employees, 1 million
customers with more than $2-billion in combined contract backlog.
* Features one of the largest web-hosting operations in the world and a product
line of next generation services on the cutting edge of the telecommunications
industry.
Hamilton, Bermuda - September 28, 1999 - Global Crossing (Nasdaq - GBLX)
announced today that it has closed its merger with Frontier Corporation (NSYE -
FRO). The merger creates a truly global telecommunications company that will be
included in the S&P 500 Index and the Nasdaq 100.
The new company will include an end-to-end global fiber-optic network
connecting major cities on five continents, with $2-billion in combined contract
backlog, featuring one of the largest web hosting operations in the world and a
product line of next generation services on the cutting edge of the
telecommunications industry.
"With our merger with Frontier, Global Crossing is well positioned to
take its share of a global telecommunications market that will be worth $1
trillion by 2005," said Gary Winnick, Global Crossing Founder and Chairman of
the Board. "Our commitment to the most advanced technological products for our
worldwide global IP network will give our company a huge market advantage in the
decade ahead and permit us to provide unparalleled services and market-leading
prices to customers around the world. I have great confidence that shareholders
highly value the hard work and dedication of our management team, and investors
can expect to see our company continue to expand and innovate."
Based on announced networks, the new company will have one million
customers, 88,000 route miles, 1.25 million fiber miles, and offer ultra-high
bandwidth to 170 major cities in 24 countries. It will offer global voice, web
hosting, private line, ATM (asynchronous transfer mode), and Internet services.
Under the terms of the transaction, shareholders of Frontier Corporation
will receive 2.05 shares of Global Crossing common stock for each share of
Frontier Corporation, which, based on closing prices of $26.25 per Global
Crossing share on Tuesday, September 28, results in $53.81 of value for each
Frontier share. The transaction is expected to be accounted for as a purchase.
Global Crossing and Frontier have received opinions from their respective legal
counsel concluding that the transaction will be treated as a tax-free
reorganization for United States federal income tax purposes. The transaction is
expected to be immediately accretive to Global Crossing's operating cash flow.
"This newly merged enterprise will soon bring the benefits of our high-
speed fiber optic network directly into businesses and residences around the
world," said Robert Annunziata, Chief Executive Officer of Global Crossing. "As
we move forward in the months ahead, we are sharply focused on
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incorporating the world's latest communications technologies to meet the ever
increasing demands of corporations and consumers for broadband capacity."
"Global Crossing benefits from Frontier's large customer base and
established revenue stream," said Joseph P. Clayton, Frontier Chief Executive
Officer. "And it's a good day for shareholders and employees at Frontier because
the unique services we've created in the U.S. marketplace will now take on
global markets on five continents."
Clayton now becomes a Vice Chairman of Global Crossing. Rolla P. Huff,
Frontier President and Chief Operating Officer, has been named President of
Global Crossing's North American region. Frontier's local operations in New York
State will continue to be managed from Rochester, NY.
About Global Crossing
Global Crossing is building the world's first truly global fiber
network. The Global Crossing Network and its product offerings will be available
on five continents and address 80% of the world's international communications
traffic. Global Crossing also possesses the largest fleet of cable laying and
maintenance vessels in the world and currently services more than a third of the
world's undersea cable miles. Global Crossing has been chosen to be included
among the world's leading public corporations in both the S&P 500 and the Nasdaq
100. Global Crossing's operations are headquartered in Hamilton, Bermuda, with
executive offices in Los Angeles, California and Morristown, New Jersey. For
more information, visit www.globalcrossing.com on the World Wide Web.
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