-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G74e57QVljUj51+Od4Y4/vBNFxOEmaHkowbaghyIuG6JsMTsbaDsRrzSqOpu+4Dq SQIiG1/2lXYqC4jOB4kwFA== 0000020520-09-000013.txt : 20090323 0000020520-09-000013.hdr.sgml : 20090323 20090323111443 ACCESSION NUMBER: 0000020520-09-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090323 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090323 DATE AS OF CHANGE: 20090323 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRONTIER COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000020520 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 060619596 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11001 FILM NUMBER: 09697922 BUSINESS ADDRESS: STREET 1: HIGH RIDGE PK BLDG 3 CITY: STAMFORD STATE: CT ZIP: 06905 BUSINESS PHONE: 2036145600 MAIL ADDRESS: STREET 1: THREE HIGH RIDGE PARK CITY: STAMFORD STATE: CT ZIP: 06905 FORMER COMPANY: FORMER CONFORMED NAME: CITIZENS COMMUNICATIONS CO DATE OF NAME CHANGE: 20000619 FORMER COMPANY: FORMER CONFORMED NAME: CITIZENS UTILITIES CO DATE OF NAME CHANGE: 19920703 8-K 1 blackoutnoticecover.txt BLACK OUT NOTICE 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 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): March 23, 2009 Frontier Communications Corporation - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 001-11001 06-0619596 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 3 High Ridge Park, Stamford, Connecticut 06905 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (203) 614-5600 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 5.04 Temporary Suspension of Trading under Registrant's Employee ----------------------------------------------------------- Benefit Plans ------------- On March 23, 2009, Frontier Communications Corporation (the "Company") sent a notice to its directors and executive officers informing them of a proposed blackout period (the "Blackout Period") regarding the Frontier Communications Corporation 401(k) Savings Plan (the "401(k) Plan"), and the prohibitions on engaging in any non-exempt transactions in equity securities of the Company during the Blackout Period, as well as during the regularly scheduled quarterly blackout periods applicable to directors and certain employees (including all executive officers) (the "Notice"). The Company's regularly scheduled quarterly blackout period began prior to the Blackout Period and may end prior to the end date of the Blackout Period. The Blackout Period is required in order to effect a transition of the administration of the 401(k) Plan to a new service provider and is expected to commence during the week beginning April 19, 2009 and is expected to end during the week beginning May 17, 2009. During the Blackout Period, participants in the 401(k) Plan will be temporarily suspended from making certain transactions under the 401(k) Plan, including directing or diversifying investments, obtaining a loan from the 401(k) Plan, and obtaining a distribution or withdrawal from the 401(k) Plan. Notice of the Blackout Period was sent to all participants or beneficiaries under the 401(k) Plan on March 19, 2009. The Notice was provided to the Company's directors and executive officers pursuant to the requirements of Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of the Securities and Exchange Commission's Regulation BTR. A copy of the Notice is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein. A participant in the 401(k) Plan, a security holder or other interested person may obtain, without charge, information regarding the Blackout Period, including the actual ending date of the Blackout Period. Information may be obtained before, during and for at least two years after the Blackout Period by any of the following methods: Mail - Frontier Communications Corporation 3 High Ridge Park, Stamford, CT 06905 Attention: Corporate Secretary Phone - (203) 614-5600 Email - frontier@frontiercorp.com ------------------------- Item 9.01 Financial Statements and Exhibits --------------------------------- (d) Exhibits 99.1 Notice of Blackout Period provided to Frontier Communications Corporation directors and executive officers 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FRONTIER COMMUNICATIONS CORPORATION Date: March 23, 2009 By: /s/ Robert J. Larson ------------------------------- Robert J. Larson Senior Vice President and Chief Accounting Officer 3 EX-99.1 2 tradingblackoutpr.txt BLACK OUT NOTICE PRESS RELEASE Exhibit 99.1 Frontier Communications Corporation 3 High Ridge Park Stamford, CT 06905 (203) 614-5600 March 23, 2009 To: Members of the Board of Directors and Executive Officers From: David G. Schwartz, Vice President, Deputy General Counsel and Assistant Secretary Re: Notice of Blackout Period - ------------------------------------------------------------------------------- As you know, you may not buy or sell equity securities of Frontier Communications Corporation (the "Company") during a specified period of time in each calendar quarter (the "Quarterly Blackout Period"). The Quarterly Blackout Period for the first quarter ending March 31, 2009 began on March 16, 2009 and will last until the second business day following the filing of the Company's Quarterly Report on Form 10-Q for the quarter ending March 31, 2009. You will be informed of the exact date on which the Quarterly Blackout Period for the first quarter ending March 31, 2009 will end. Please note that the Quarterly Blackout Period for the first quarter 2009 is expected to partially overlap with a separate blackout period for participants in the Frontier Communications Corporation 401(k) Savings Plan (the "401(k) Plan") that is required in order to effect a transition of the administration of the 401(k) Plan to a new service provider. The blackout period for the 401(k) Plan is scheduled to commence the week beginning April 19, 2009 and is expected to end the week beginning May 17, 2009 (the "Plan Blackout Period"). Since the exact dates of the Plan Blackout Period depend on a number of factors, you may call me at (203) 614-5675 at any time to determine whether the Plan Blackout Period has begun or ended. I also will notify you of any delays. Regardless of whether you are a participant in the 401(k) Plan, YOU ARE NOW PROHIBITED FROM TRADING IN THE COMPANY'S EQUITY SECURITIES, other than exempt transactions, until the expiration of the Quarterly Blackout Period or the expiration of the Plan Blackout Period, whichever is later. You should be aware that certain transactions which are normally permitted during our Quarterly Blackout Periods (for example, exercising stock options, paying the exercise price for option shares by tendering previously owned shares or using shares to satisfy the tax withholding obligation upon a vesting of restricted stock) are not permitted during the Plan Blackout Period. The regulations do provide exceptions for a limited number of transactions, primarily those that take place automatically or in a manner that is outside your control. Bona fide gifts also are exempted. Please remember that in addition to the above trading prohibitions, you are generally prohibited from buying, selling or recommending securities while you are aware of material, non-public information about any security or its issuer. Once these blackout periods end, you will still be subject to our normal rules requiring pre-clearance of trading in the Company's equity securities. Federal securities laws require us to provide this notice to you as a director or executive officer of the Company. Please contact me at (203) 614-5675 for further information or questions. D.G.S. -----END PRIVACY-ENHANCED MESSAGE-----