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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A-2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2
Frontier Corporation
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(Exact name of registrant as specified in its charter)
New York No. 16-0613330
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(State of incorporation or organization) (IRS Employer
Identification No.)
180 South Clinton Avenue
Rochester, New York 14646-0700
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [x]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [_]
Securities Act registration statement file number to which this form relates:
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
On March 16, 1999 Frontier Corporation (the "Company"), Global Crossing
Ltd., a Bermuda company ("Parent"), GCF Acquisition Corp., a New York
corporation ("Merger Sub"), entered into an Agreement and Plan of Merger, (the
"Merger Agreement").
In connection with the Merger Agreement, the Company executed Amendment No.
1 (the "Rights Amendment") to the Rights Agreement, dated as of April 9, 1995,
between the Company and Bank Boston, N.A. (f/k/a The First National Bank of
Boston), as rights agent (the "Rights Agreement"). The Rights Amendment provides
that neither Parent nor any of its Affiliates or Associates shall be deemed an
"Acquiring Person" and that no "Distribution Date" (as such terms are defined in
the Rights Agreement) shall be deemed to have occurred, solely as the result of
the execution, delivery or performance of the Merger Agreement or the Stock
Option Agreement, dated as of March 16, 1999, between Parent and the Company
(the "Stock Option Agreement"), the exercise of the option granted thereby or
the consummation of the Merger or the Alternative Merger (as such terms are
defined in the Merger Agreement).
In addition, the Rights Agreement as amended by the Rights Amendment
provides that (a) the Rights are exercisable at any time following a
Distribution Date until the earliest of (i) the close of business on April 24,
2005, (ii) the time at which the Rights are redeemed as provided in Section 23
of the Rights Agreement, (iii) the time at which the Rights are exchanged as
provided in Section 24 of the Rights Agreement or (iv) immediately prior to the
Effective Time (as defined in the Merger Agreement) and (b) upon the Expiration
Date (as defined in the Rights Agreement) the Rights shall expire. A summary of
the Rights as amended follows.
Summary of Rights
On April 9, 1995, the Board of Directors of the Company declared a dividend
of one preferred share purchase right (a "Right") for each outstanding share of
common stock, par value $1.00 per share, of the Company (the "Common Stock").
The dividend was payable on April 24, 1995 (the "Record Date") to the
stockholders of record on that date. Each Right entitles the registered holder
to purchase from the Company one one-hundredth of a share of Series A Junior
Class A Participating Preferred Stock, par value $100 per share, of the Company
(the "Preferred Stock") at a price of $80 per one one-hundredth of a share of
Preferred Stock (the "Purchase Price"), subject to adjustment. The description
and terms of the Rights are set forth in the Rights Agreement.
Until the earlier to occur of (i) 10 days following the first date of
public announcement by the Company or a person or group of affiliated or
associated persons (with certain exceptions as provided in the Rights Agreement,
an "Acquiring Person") that an Acquiring Person has acquired beneficial
ownership of 20% or more of the outstanding shares of Common Stock then
outstanding or such earlier date as a majority of the board of directors of the
Company shall become aware of the existence of such an event or (ii) 10 business
days (or such later date as may be determined by action of the Board of
Directors prior to such time as any person or group of affiliated persons
becomes an Acquiring Person) following the commencement of, or public
announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group of 20% or more of the then
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outstanding shares of Common Stock (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect to any of the
Common Stock certificates outstanding as of the Record Date, by such Common
Stock certificate together with a copy of the Summary of Rights attached as
Exhibit C to the Rights Agreement (the "Summary of Rights").
Notwithstanding the foregoing, neither Parent nor any of its Affiliates or
Associates shall be deemed to be an "Acquiring Person" and no "Distribution
Date" shall be deemed to have occurred solely by reason of the approval,
execution, delivery or performance of the Merger Agreement or the Stock Option
Agreement or the consummation of the transactions contemplated by the Merger
Agreement or the Stock Option Agreement.
The Rights Agreement provides that, until the Distribution Date (or earlier
redemption or expiration of the Rights), the Rights will be transferred with and
only with the Common Stock. Until the Distribution Date (or earlier redemption
or expiration of the Rights), new Common Stock certificates issued after the
Record Date upon transfer or new issuances of Common Stock will contain a
notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier expiration of the Rights), the surrender for
transfer of any certificates for shares of Common Stock outstanding as of the
Record Date, even without such notation or a copy of the Summary of Rights, will
also constitute the transfer of the Rights associated with the shares of Common
Stock represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and such separate Right Certificates
alone will evidence the Rights.
The Rights are exercisable at any time which is both after the Distribution
Date and prior to the time (the "Expiration Date") that is the earliest of (i)
April 24, 2005 (the "Final Expiration Date") (ii) the time at which the Rights
are redeemed as provided in Section 23 of the Rights Agreement, (iii) the time
at which the rights are exchanged as provided in Section 24 of the Rights
Agreement and (iv) immediately prior to the Effective Time (as defined in the
Merger Agreement), unless the Final Expiration Date is advanced or extended or
unless the Rights are earlier redeemed or exchanged by the Company, in each case
as described below. Upon the Expiration Date, the Rights will expire.
The Purchase Price payable, and the number of shares of Preferred Stock or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights
or warrants to subscribe for or purchase Preferred Stock at a price, or
securities convertible into Preferred Stock with a conversion price, less than
the then-current market price of the Preferred Stock or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular periodic cash dividends or dividends payable in
Preferred Stock) or of subscription rights or warrants (other than those
referred to above).
The number of outstanding Rights is subject to adjustment in the event of a
stock split of the Common Stock or a stock dividend on the Common Stock payable
in shares of Common
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Stock or subdivisions, consolidations or combinations of the Common Stock
occurring, in any such case, prior to the Distribution Date.
Shares of Preferred Stock purchasable upon exercise of the Rights will not
be redeemable. Each share of Preferred Stock will be entitled, when, as and if
declared, to a minimum preferential quarterly dividend payment of $1 per share
but will be entitled to an aggregate dividend of 100 times the dividend declared
per share of Common Stock. In the event of liquidation of the Company, the
holders of the Preferred Stock will be entitled to a minimum liquidation
preferential payment of $100 per share (plus any accrued but unpaid dividends)
but will be entitled to an aggregate payment of 100 times the payment made per
share of Common Stock. Each share of Preferred Stock will have 100 votes,
voting together with the Common Stock. Finally, in the event of any merger,
consolidation or other transaction in which outstanding shares of Common Stock
are converted or exchanged, each share of Preferred Stock will be entitled to
receive 100 times the amount received per share of Common Stock. These rights
are protected by customary antidilution provisions.
Because of the nature of the Preferred Stock's dividend, liquidation and
voting rights, the value of the one one-hundredth interest in a share of
Preferred Stock purchasable upon exercise of each Right should approximate the
value of one share of Common Stock.
In the event that any person or group of affiliated or associated persons
becomes an Acquiring Person, each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereupon become void),
will thereafter have the right to receive upon exercise of a Right at the then
current exercise price of the Rights that number of shares of Common Stock
having a market value of two times the exercise price of the Right.
In the event that, after a person or group has become an Acquiring Person,
the Company is acquired in a merger or other business combination transaction or
50% or more of its consolidated assets or earning power are sold, proper
provision will be made so that each holder of a Right (other than Rights
beneficially owned by an Acquiring Person which will have become void) will
thereafter have the right to receive upon the exercise of a Right at the then
current exercise price of the Right, that number of shares of common stock of
the person with whom the Company has engaged in the foregoing transaction (or
its parent), which number of shares at the time of such transaction will have a
market value of two times the exercise price of the Right.
At any time after any person or group becomes an Acquiring Person and prior
to the acquisition by such Acquiring Person of 50% or more of the outstanding
shares of Common Stock, the Board of Directors of the Company may exchange the
Rights (other than Rights owned by such Acquiring Person which will have become
void), in whole or in part, at an exchange ratio of one share of Common Stock,
or a fractional share of Preferred Stock (or of a share of a class or series of
the Company's preferred stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No
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fractional shares of Preferred Stock will be issued (other than fractions of
Preferred Stock which are integral multiples of one one-hundredth of a share of
Preferred Stock, which may, at the election of the Company, be evidenced by
depositary receipts), and in lieu thereof an adjustment in cash will be made
based on the market price of the Preferred Stock on the last trading day prior
to the date of exercise.
At any time prior to the time an Acquiring Person becomes such, the Board
of Directors of the Company may redeem the Rights in whole, but not in part, at
a price of $.01 per Right (the "Redemption Price"), subject to adjustment. The
redemption of the Rights may be made effective at such time, on such basis and
with such conditions as the Board of Directors in its sole discretion may
establish. Immediately upon any redemption of the Rights, the right to exercise
the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
For so long as the Rights are then redeemable, the Company may, except with
respect to the Redemption Price, amend the Rights Agreement in any manner.
After the Rights are no longer redeemable, the Company may, except with respect
to the Redemption Price, amend the Rights Agreement in any manner that does not
adversely affect the interests of holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
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Item 2. Exhibits
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(i) Rights Agreement, dated as of April 9, 1995, between the Company
and BankBoston, N.A. (f/k/a The First National Bank of Boston),
as rights agent, which includes the form of Amendment of the
Restated Certificate of Incorporation of the Company stating the
number, designation, relative rights, preferences and limitations
of for the Series A Junior Participating Preferred Stock as
Exhibit A, the form of Right Certificate as Exhibit B and the
Summary of Rights to Purchase Shares of Preferred Stock of the
Company as Exhibit C. (Incorporated by reference to Exhibit 1 to
the Company's Registration Statement on Form 8-A filed on April
13, 1995.)
(ii) Amendment No. 1 to Rights Agreement, dated as of March 16, 1999,
between the Company and BankBoston, N.A. (f/k/a The First
National Bank of Boston), as rights agent.*
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* Filed Herewith
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned thereunto duly authorized.
FRONTIER CORPORATION
Dated: March 22, 1999 By: /s/ Martin T. McCue
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Name: Martin T. McCue
Title: Senior Vice President and
General Counsel
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EXHIBIT INDEX
Exhibit No. Description
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1. Rights Agreement, dated as of April 9, 1995, between the Company and
BankBoston, N.A. (f/k/a The First National Bank of Boston), as rights
agent, which includes the form of Amendment of the Restated
Certificate of Incorporation of the Company stating the number,
designation, relative rights, preferences and limitations of for the
Series A Junior Participating Preferred Stock as Exhibit A, the form
of Right Certificate as Exhibit B and the Summary of Rights to
Purchase Shares of Preferred Stock of the Company as Exhibit C.
(Incorporated by reference to Exhibit 1 to the Company's Registration
Statement on Form 8-A filed on April 13, 1995.
2. Amendment No. 1 to Rights Agreement, dated as of March 16, 1999,
between the Company and the BankBoston, N.A. (f/k/a First National
Bank of Boston), as rights agent.
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EXHIBIT (ii)
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
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THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this "Amendment") is entered
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into as of March 16, 1999 by and between FRONTIER CORPORATION, a New York
corporation (the "Company"), and BankBoston, N.A. (f/k/a THE FIRST NATIONAL BANK
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OF BOSTON), as rights agent (the "Rights Agent"), amending the Rights Agreement,
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dated as of April 13, 1995, between the Company and the Rights Agent (the
"Rights Agreement").
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Recitals of the Company:
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The Company has duly authorized the execution and delivery of this
Amendment, and all things necessary to make this Amendment a valid agreement of
the Company have been done. This Amendment is entered into pursuant to Section
27 of the Rights Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. Defined Terms. Terms defined in the Rights Agreement and used
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herein shall have the meanings given to them in the Rights Agreement.
2. Amendments to Section 1. (a) Section 1(a) of the Rights
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Agreement is amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary, neither
Parent nor any of its Affiliates or Associates shall be deemed to be an
Acquiring Person solely by reason of the approval, execution, delivery or
performance of the Merger Agreement or the Stock Option Agreement, the
exercise of the option granted thereby of the consummation of the Merger or
the Alternative Merger."
(b) Section 1 of the Rights Agreement is amended to add the following
provisions at the end thereof:
"(jj) For purposes of this Agreement:
"Alternative Merger" shall have the meaning assigned to such term
in the Merger Agreement;
"Effective Time" shall have the meaning assigned to such term in
the Merger Agreement;
"Merger" shall have the meaning assigned to such term in the
Merger Agreement;
"Merger Agreement" shall mean the Agreement and Plan of Merger
dated as of March 16, 1999 among Global Crossing Ltd., a Bermuda
company, GCF Acquisition Corp., a New York corporation, and the
Company, as amended from time to time in accordance with its terms;
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"Parent" shall mean Global Crossing Ltd., a Bermuda company; and
"Stock Option Agreement" shall mean the Stock Option Agreement,
dated as of March 16, 1999, between Parent and the Company.
3. Amendment of Section 3(a). Section 3(a) of the Rights Agreement
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is amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the
contrary, a Distribution Date shall not be deemed to have occurred
solely as the result of the approval, execution, delivery or
performance of the Merger Agreement or the Stock Option Agreement, the
exercise of the option granted thereby or the consummation of the
Merger or the Alternative Merger.
4. Amendment of Section 7(a). Section 7(a) of the Rights Agreement
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is amended by deleting the word "or" in the third to last line of such
subsection and substituting in its place "," and inserting immediately after the
word "hereof" in the last line thereof the following clause: "or (iv)
immediately prior to the Effective Time. Upon the Expiration Date, the Rights
shall expire."
5. Effectiveness. This Amendment shall be deemed effective as of
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March 16, 1999 as if executed on such date. Except as amended hereby, the
Rights Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.
6. Miscellaneous. This Amendment shall be deemed to be a contract
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made under the laws of the State of New York and for all purposes shall be
governed by and construed in accordance with the laws of such state. This
Amendment may be executed in any number of counterparts, each of such
counterparts shall for all purposes be deemed an original and all such
counterparts shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and attested, all as of the day and year first above written.
Attest: FRONTIER CORPORATION
/s/ Martin T. McCue By: /s/ Joseph P. Clayton
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Title: Senior Vice President Title: Chief Executive Officer
and General Counsel and President
Bank Boston, N.A. (f/k/a
Attest: THE FIRST NATIONAL BANK OF BOSTON)
/s/ Tyler Haynes By: /s/ Katherine Anderson
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Title: Director-Client Services Title: Director-Client Services
