-----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, AcrA5QwZw2mNCVCZUu3/NXpi+EvFdC/v3UJNadVOlMG+VsN2RzSkDpb+h4pd8tmv qV24BM5CwnraE1I1v95Qwg== 0000084567-96-000002.txt : 19960129 0000084567-96-000002.hdr.sgml : 19960129 ACCESSION NUMBER: 0000084567-96-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960122 ITEM INFORMATION: Changes in registrant's certifying accountant FILED AS OF DATE: 19960126 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRONTIER CORP /NY/ CENTRAL INDEX KEY: 0000084567 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 160613330 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04166 FILM NUMBER: 96507258 BUSINESS ADDRESS: STREET 1: ROCHESTER TEL CENTER STREET 2: 180 S CLINTON AVE CITY: ROCHESTER STATE: NY ZIP: 14646-0995 BUSINESS PHONE: 7167771000 FORMER COMPANY: FORMER CONFORMED NAME: ROCHESTER TELEPHONE CORP DATE OF NAME CHANGE: 19920703 8-K 1 FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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) January 22, 1996 FRONTIER CORPORATION (Exact name of registrant as specified in its charter) New York 1-4166 16-0613330 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 180 South Clinton Avenue, Rochester, New York 14646 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (716) 777-1000 Item 4. Changes in Certifying Accountant for Registrant's Significant Subsidiary. (a) Based upon the recommendation of the Audit Committee of the Board of Directors of Frontier Corporation (the "Registrant"), the Board on January 22, 1996 approved the retention of Price Waterhouse LLP as the independent accountant for the Registrant and its significant subsidiary, Frontier Communications Services Inc. (formerly Allnet Communication Services, Inc.")("Subsidiary") for fiscal year 1996. This prospective change in Subsidiary's auditing firm from Ernst & Young LLP is due to the merger between ALC Communications Corporation ("ALC"), Subsidiary's direct parent corporation (collectively, Subsidiary and ALC are referred to as "ALC"), and a Frontier subsidiary effective on August 16, 1995 (the "Merger"). Prior to the Merger, Ernst & Young LLP served as independent accountants for ALC; Price Waterhouse LLP served as Registrant's independent accountants. Since the Registrant is the parent corporation of ALC as a result of the Merger, the Audit Committee of the Registrant considered it appropriate to engage Price Waterhouse LLP rather than Ernst & Young LLP as ALC's independent accountants. 2 The reports of Ernst & Young LLP on ALC's financial statements for the past two years did not contain an adverse opinion or a disclaimer of opinion and were not qualified as to uncertainty, audit scope or accounting principles. During ALC's two most recent fiscal years and through January 22, 1996, there were no disagreements between ALC and Ernst & Young LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which disagreements, if not resolved to the satisfaction of Ernst & Young LLP, would have caused it to make a reference to the subject matter of the disagreement in connection with its reports. Registrant and Subsidiary requested Ernst & Young LLP to furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of the letter furnished to Registrant by Ernst & Young LLP is filed as Exhibit 16 to this Current Report on Form 8-K in accordance with subparagraph (a)(3) of Item 304 of Regulation S-K. (b) As more completely described in (a) above, the change in accountants from Ernst & Young LLP to Price Waterhouse LLP for ALC resulted from the Merger between ALC and a Frontier subsidiary effective on August 16, 1995. During ALC's two most recent fiscal years and the subsequent interim period prior to the engagement of Price Waterhouse LLP, ALC did not consult Price Waterhouse LLP regarding: (i) the application of accounting principles to a specified transaction, either completed or proposed, (ii) the type of audit opinion that might be rendered on ALC's financial statements or (iii) items which concerned the subject matter of any disagreement with Ernst & Young LLP or reportable events as described in subparagraph (a)(2) of Item 304 of Regulation S-K. Item 7. Financial Statement and Exhibits. (c) Exhibits. Letter from Ernst & Young LLP agreeing with the disclosure contained in Item 4 of this Current Report on Form 8-K. 3 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 thereunto duly authorized. FRONTIER CORPORATION /s/ Richard A. Smith By: ------------------------ Richard A. Smith, Corporate Controller and Principal Accounting Officer Dated: January 26, 1996 4 EXHIBITS Exhibit Number and Description - ------------------------------ 16 Letter from Ernst & Young LLP agreeing with the disclosure contained in Item 4 of this Current Report on Form 8-K is filed herewith EX-16 2 EY LETTER 5 EXHIBIT 16 to FORM 8-K January 22, 1996 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Gentlemen: We have read Item 4 of Form 8-K dated January 22, 1996, of Frontier Corporation and are in agreement with the statements contained in paragraph (a) on page 2 therein. We have no basis to agree or disagree with other statements of the registrant contained therein. /s/ Ernst & Young LLP ERNST & YOUNG LLP -----END PRIVACY-ENHANCED MESSAGE-----