-----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, KTxA3Jao/V0RlzzbwxkMH9mO33b6NEVSqBjfuDTmjBsSTJ4gC34EdTtuLcWxVgk/ elWmwC46kMIh9A193vQaow== 0000084567-98-000016.txt : 19980619 0000084567-98-000016.hdr.sgml : 19980619 ACCESSION NUMBER: 0000084567-98-000016 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980618 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: S-3 SEC ACT: SEC FILE NUMBER: 333-57137 FILM NUMBER: 98650271 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 S-3 1 FORM S-3 As Filed with the Securities and Exchange Commission on June 18, 1998 File No. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - ---------------------------------------------------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 - ---------------------------------------------------------------- FRONTIER CORPORATION (Exact name of registrant as specified in its charter) - ---------------------------------------------------------------- NEW YORK 16-0613330 (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) - ----------------------------------------------------------------- 180 South Clinton Avenue Rochester, New York 14646, (716) 777-1000 (Address, including zip code, and telephone number, including area code, or registrant's principal executive offices) - ----------------------------------------------------------------- MARTIN T. McCUE, ESQ. SENIOR VICE PRESIDENT AND GENERAL COUNSEL FRONTIER CORPORATION 180 SOUTH CLINTON AVENUE, ROCHESTER, NEW YORK 14646 (716) 777-8497 (Name, address, including zip code, and telephone number, including area code, of agent for service) - ----------------------------------------------------------------- Approximate date of commencement of proposed sale to the public: - - From time to time after the effective date of this registration statement If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. --- If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x --- If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. --- If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. --- If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. --- CALCULATION OF REGISTRATION FEE - ---------------------------------------------------------------- Proposed Title of Maximum Proposed Securities Amount Offering Maximum Amount of Being to be Price Per Aggregate Registration Registered Registered Unit (1) Offering Price(1) Fee - ---------------------------------------------------------------- Common 1,289,612 $30.19 $38,933,386.28 $11,485.35 Stock, par value $1.00 - ---------------------------------------------------------------- CALCULATION OF REGISTRATION FEE (1) Estimated solely for the purpose of calculating the registration fee on the basis of the average of the high and low reported sale prices reported in the consolidated reporting system for the Common Stock on the New York Stock Exchange on June 15, 1998 in accordance with Rule 457(c). - ----------------------------------------------------------------- REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. EXHIBIT INDEX TO THIS REGISTRATION STATEMENT FOLLOWS PAGE II-6. - ----------------------------------------------------------------- SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED JUNE 18, 1998 - ----------------------------------------------------------------- PROSPECTUS FRONTIER CORPORATION 180 South Clinton Avenue, Rochester, New York 14646 (716) 777-1000 1,289,612 Shares of Common Stock ($1.00 Par Value) - ----------------------------------------------------------------- The 1,289,612 shares of common stock, $1.00 par value (the "Common Stock"), of Frontier Corporation ("Frontier") covered by this Prospectus are outstanding shares which are being offered by, and for the account of, certain shareholders of Frontier (the "Selling Shareholders"). The shares of Common Stock covered by this Prospectus were issued to the Selling Shareholders in connection with the acquisition on February 27, 1998 by Frontier of GlobalCenter, Inc. ("GlobalCenter"). The Selling Shareholders have advised Frontier that they may sell, from time to time, part of the Common Stock covered by this Prospectus on the New York Stock Exchange ("NYSE") in ordinary brokerage transactions, in negotiated transactions, or otherwise, at market prices prevailing at the time of sale or negotiated prices. See "PLAN OF DISTRIBUTION". Frontier Common Stock is listed on the NYSE and traded under the symbol "FRO". On June 15, 1998, the closing share price for the Common Stock on the NYSE was $30.38. - ----------------------------------------------------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. - ----------------------------------------------------------------- 1 No person has been authorized to give any information or make any representations not contained in this Prospectus in connection with the offer contained in this Prospectus, and if given or made, such information or representations must not be relied upon as having been authorized by Frontier, or any Selling Shareholder. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the shares of Common Stock covered by this Prospectus, nor an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make such offer or solicitation. Offerees should consider carefully all of the information contained or incorporated by reference in this Prospectus and, in particular, the factors discussed under the heading "RISK FACTORS" beginning on page 5. The date of this Prospectus is June 18, 1998. - ----------------------------------------------------------------- [All In Red Ink] Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. - ----------------------------------------------------------------- TABLE OF CONTENTS Page Available Information................................ 3 Incorporation of Certain Documents by Reference...... 4 Risk Factors......................................... 5 The Company.......................................... 6 Selling Shareholders................................. 6 Plan of Distribution................................. 10 Experts.............................................. 11 Legal Opinion........................................ 12 2 AVAILABLE INFORMATION Frontier is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information filed by Frontier may be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, or at the regional office of the Commission located at Seven World Trade Center, 13th Floor, New York, New York 10048 and Chicago Regional Office, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of these filings may also be obtained from the Commission at prescribed rates by writing to the Commission's Public Reference Section, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission maintains a Web site that contains reports, proxy information and statements, and other information regarding registrants that file electronically with the Commission. The Web site address is http://www.sec.gov. The Company files electronically. Such reports, proxy statements and other information concerning Frontier may also be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. Frontier has filed with the Commission a registration statement on Form S-3 under the Securities Act of 1933, as amended (the "Securities Act") with respect to the shares of Common Stock offered hereby. This Prospectus incorporates by reference certain documents or parts thereof, which are omitted in accordance with the rules and regulations of the Commission. Upon written or oral request, Frontier will provide without charge to any person to whom this Prospectus is delivered, including any beneficial owner, a copy of any and all information incorporated by reference herein (except exhibits to such information, unless such exhibits are specifically incorporated by reference into the information that this Prospectus incorporates). All such requests shall be directed to: Senior Vice President and General Counsel, Frontier Corporation, 180 South Clinton Avenue, Rochester, New York 14646-0700, telephone number (716) 777-1000. 3 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE As of any particular time, the following documents filed by Frontier with the Securities and Exchange Commission are incorporated herein by reference: (a) The annual report of Frontier and its subsidiaries on Form 10-K for the fiscal year ended December 31, 1997 (which incorporates by reference certain information from Frontier's Proxy Statement relating to the Annual Meeting of Shareowners held on April 29, 1998). (b) The quarterly report of Frontier and its subsidiaries on Form 10-Q for the three months ended March 31, 1998. (c) The Company's Current Reports on Form 8-K dated January 30, 1998, March 26, 1998 and June 17, 1998. (d) All other reports filed pursuant to Section 13(a) or 15(d) of the 1934 Act since the end of the fiscal year covered by the annual report referred to in (a) above. All documents filed by Frontier with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date hereof and prior to the termination of the offering of the shares described herein shall be deemed to be incorporated in this Prospectus by reference, as long as the offer is in process, from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference shall be deemed to be modified or superseded for purposes of this Prospectus to the extent the statement contained herein or in any other subsequently filed document (which also is or is deemed to be incorporated by reference) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. 4 RISK FACTORS Frontier is subject to several risk factors that should be considered by current shareholders and prospective investors. This Prospectus and the documents incorporated by reference herein include forward looking statements as described under the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those identified in forward looking statements. Forward looking statements are identified by such words as "experts", "anticipates", "believes", "intends", "plans" and variations of such words and similar expressions. Changes in Rates of Growth of the Economy and the Overall Industry - ------------------------------------------------------------ To some extent, the Frontier's revenue and earnings per share growth are related to the overall economy and to the telecommunications industry in general. Factors that may influence Frontier's performance within the telecommunications industry include product pricing and development, integration of services, the effects of competition and the expansion of the business. The performance of the economy and the telecommunications industry could cause Frontier's actual results to vary significantly. Competition Risk - ---------------- Technological innovation and regulatory changes are accelerating the pace of competition for telecommunications services. As a result, Frontier faces intensified competition in all aspects of providing telecommunications services. These are significant uncertainties surrounding the introduction of new products and services and the capital expenditures that will be required by Frontier to remain in a competitive position. In addition, there are uncertainties surrounding the impact on competition as a result of the enactment of the Telecommunications Act of 1996. Acquisition Integration - ----------------------- A growth strategy of Frontier over the last few years has been through its long distance acquisition program and internal growth. This growth strategy involves certain operational and financial risks. The operational risks include the possibility that implementation of an acquisition does not provide the economies of scale or synergies anticipated by management. Successful integration and expansion of Frontier's network as a 5 result of the acquisitions is dependent on management's ability to anticipate market growth, install facilities, consolidate databases, obtain rights of way and negotiate leases economically and efficiently. The integration of a growing employee base and the elimination of redundant operations and facilities has required and will continue to require significant management resources. Although management's plans are to minimize the risks associated with acquisitions, there can be no assurance that acquired businesses will be assimilated effectively into Frontier. Contingent Liabilities - ---------------------- Frontier and a number of its subsidiaries are continuously involved in various judicial and administrative proceedings involving matters incidental to the business. Unless otherwise stated specifically, Frontier believes that the probable outcome of any of these matters, or the combination of all of the matters, will not have a material adverse effect on Frontier's consolidated results of operations or financial position. However, there can be no assurance that the resolution of these matters will not be contrary to management's expectations. THE COMPANY Frontier Corporation, a New York corporation and the issuer of the shares of Common Stock covered by this Prospectus, has its principal executive offices at 180 South Clinton Avenue, Rochester, New York 14646-0700. Its telephone number is (716) 777-1000. SELLING SHAREHOLDERS The following table sets forth the names of the Selling Shareholders; the number of shares of Common Stock beneficially owned by them as of June 10, 1998, according to the Company's records; the number of shares of Common Stock, all or a part of which will be offered by the Selling Shareholders; and the number of shares the Selling Shareholders will own beneficially if all of the shares offered hereby by such Selling Shareholders are sold as described herein. Each of the Selling Shareholders was, prior to the acquisition of GlobalCenter by Frontier on February 27, 1998, a shareholder of GlobalCenter. GlobalCenter is presently being operated as a subsidiary in the Frontier group of companies. Except for such shareholder status and except as otherwise noted, no Selling Shareholder has within the past 6 three years had any position, office or other material relationship with Frontier or any of its predecessors or affiliates. None of the Selling Shareholders will beneficially own shares of Common Stock if the offering is completed that would represent 1% or more of the currently outstanding shares of Common Stock. Common Stock Common Stock Common Beneficially Name of Beneficially Stock Owned if Selling Owned as Offered Offering Shareholder 6/10/98 Hereby Completed - -------------------------------------------------------------------- Entities Affiliated with Softbank Holdings, Inc. (1) 1,351,683 270,339 1,081,344 Entities Affiliated with Sequoia Capital (2) 994,692 198,941 795,751 Nathan F. Raciborski (3) 689,924 137,985 551,939 Entities Affiliated with Hummer Windblad Equity Partners 581,980 116,398 465,582 Dan M. Rasmussen (5) 575,046 115,010 460,036 William C. Foss 548,703 109,741 438,962 Allan M. Kaplan (6) 545,564 109,113 436,451 Joseph Perri 439,506 87,906 351,600 UUNet 83,139 16,628 66,511 Charles Auster 70,358 12,332 58,026 David Walsh 68,320 13,664 54,656 Douglas T. Hickey (7) 55,426 11,086 44,340 Phillip & Dolores Steward 46,978 9,396 37,582 Johathan G. Heiliger (8) 34,392 5,504 28,888 Members of the Frumin Family (9) 24,861 4,972 19,889 Nicholas Balletta 24,563 4,914 19,649 Andrew Feig 24,563 4,913 19,650 Scott Santana 20,635 2,752 17,883 Rex Cardinale 17,641 3,529 14,112 Dianne E. Truly Revocable Trust 16,300 3,260 13,040 Joel A. Davis, Sr.(10) 16,294 3,260 13,034 Rod G. and Cynthia Beckwith 12,376 2,476 9,900 SW Securities, Inc. 10,063 3,156 6,907 Louis G. Navelier 10,187 2,038 8,149 Dave Maroney 8,598 1,720 6,878 Mark & Christeen Rasmussen 6,878 1,376 5,502 Max Rasmussen 6,878 1,376 5,502 Jon M. Russo (11) 6,096 1,220 4,876 John Scharber 4,893 979 3,914 John Bosch 4,134 827 3,307 Richard R. Dwyer, Jr and Violeta R. Dwyer 4,075 815 3,260 Nicholas Mencinger and Julie Johnson 4,075 815 3,260 7 Geraldine L. Clark 4,075 815 3,260 Walter H. Crof, United Credit Trust 4,075 815 3,260 Mark O. McEwan 4,075 815 3,260 Kevin Muldred 4,075 815 3,260 Kristi Kaye Daterman 4,075 815 3,260 WAM Trust 4,075 815 3,260 Lueck Family Trust 4,075 815 3,260 Gerald L. Golub 4,075 815 3,260 James T. Spizzirri 4,075 815 3,260 David Filo 3,438 688 2,750 Jerry Chih-Yuan Yang 3,438 688 2,750 Eugene Markel 3,107 622 2,485 Lisa Balletta 3,082 617 2,465 Ramsey/Belme 2,563 513 2,050 Kenneth Buttner 2,486 498 1,988 Dodgie Trust 2,445 489 1,956 MCOM Management Corp. Inc. 2,445 489 1,956 Gwynn G. Wayne 2,404 481 1,923 JPS Inc. 2,119 424 1,695 Christopher Lafferty 2,113 423 1,690 Irving Bao and Phoenix Bao as Community Property 2,037 408 1,629 Stephen A. McConnel 2,037 408 1,629 Johl L. Cifeli, Trustee of the JLC Trust 2,037 408 1,629 William C. Carney & Dorothy A. Carney 2,037 408 1,629 Kevin K. Burzyaski 2,037 408 1,629 Kent Kiefstad 2,037 408 1,629 Margie M. Jacobs 2,037 408 1,629 Donald L. Dupree 2,037 408 1,629 James Farmer and Virginia Farmer 2,037 408 1,629 Bill Venturio and M. Constance Venturio 2,037 408 1,629 Phil Vanderberg 2,037 408 1,629 Gregory Spak 2,037 408 1,629 Gary Stanton, DDS 2,037 408 1,629 Jay B. Norris 2,037 408 1,629 Daniel Nelson and Wanda R. Nelson 2,037 408 1,629 Feredown Tasilini 2,037 408 1,629 Robert S. Kant 2,037 408 1,629 Mercury Engineering Profit Sharing 2,037 408 1,629 Lyle MacLennan 2,037 408 1,629 Kenneth A. MacLennan, Living Trust 2,037 408 1,629 Wilfred A. Moldermaker, Living Trust 2,037 408 1,629 Michael Mittel 2,037 408 1,629 Jack Golden and Joan Sprinkle 2,037 408 1,629 Robert E. and Catherine I. McClintock, etc. 2,037 408 1,629 Mulina Inc. 2,037 408 1,629 8 Gerald Miller and Louis A. Miller 2,037 408 1,629 William R. Mitchell and Deborah K. Mitchell 2,037 408 1,629 Lily Cousins 2,037 408 1,629 WS Investment Company 2,027 406 1,621 Tim Wicinski 2,005 401 1,604 Michael Little 1,911 382 1,529 Kathy McClung 1,910 382 1,528 Paul C. Cyr 1,630 326 1,304 Angelo Mallas 1,491 299 1,192 Larry & Carol Kemelgor 1,491 299 1,192 Solomon Gayle 1,433 287 1,146 Paul R. Galloway 1,385 277 1,108 Maura O'Toole 1,243 249 994 Carl Bacani 1,069 192 877 Sandra A. Johnson 1,018 204 814 R.L. Johnson, Johnson Ltd. Profit Sharing Plan 1,018 204 814 Chris Healey 980 196 784 Louis E. & Virginia L. Herrera Revocable Living Trust 817 163 654 Securities Underwriting Corporation 815 163 652 James Monroe Gwinn and Mary Delores Gwinn 815 163 652 Enid M. Breed 815 163 652 Robert Mazer 746 150 596 Anand Kumar 746 150 596 Matt Thomasses 746 150 596 Martin Ackerman 745 150 595 Henry Wong 735 147 588 Jayne Herzog 623 125 498 Derrick G. Hofmann 554 111 443 Nathalie S. Salles 477 96 381 Alan Austin 450 90 360 Susan Salay 421 85 336 Richard Roberts 407 82 325 Travis Rogers 407 82 325 Brenda Mallen 372 75 297 Marc & Andrea Bloom 372 75 297 David Richardson 326 66 260 Barbara Vaughan 221 45 176 Primo Angeli 221 45 176 Grand Total 6,464,614 1,289,612 5,175,002 ================================ (1) Softbank Holdings, Inc. and Soft Ven #2 Investment Enterprise Partnership. 9 (2) Sequoia Capital VII, Sequoia Technology Partners VII and Sequoia 1995, LLC. (3) Mr. Raciborski was President, GlobalCenter Telecom Services prior to the acquisition of GlobalCenter by Frontier. (4) Hummer Windblad Venture Partners II, Hummer Windblad Technology Fund II and Hummer Windblad Technology Fund IIA. (5) Mr. Kaplan was Senior Vice President, Operations of GlobalCenter prior to its acquisition by Frontier. (6) Mr. Rasmussen was Senior Vice President, International Operations of GlobalCenter prior to its acquisition by Frontier. (7) Mr. Hickey was President, Chief Executive Officer and a Director of GlobalCenter prior to its acquisition by Frontier and is currently President of Frontier GlobalCenter Inc. (8) Mr. Heiliger was Senior Vice President and Chief Technology Officer of GlobalCenter prior to its acquisition by Frontier. (9) Amy, Arnold, Betsy, Gregory and Kenneth Frumin. (10) Mr. Davis was Senior Vice President and General Manager, Channel Management of GlobalCenter prior to its acquisition by Frontier. (11) Mr. Russo was formerly Vice President-Business Development of GlobalCenter. PLAN OF DISTRIBUTION The 1,289,612 shares of Common Stock covered by this Prospectus are outstanding shares which are being offered by the Selling Shareholders who will be entitled to the proceeds of any sales made hereunder. None of the proceeds of this offering will be received by Frontier. Representatives of the Selling Shareholders have advised Frontier that sales of the shares of Common Stock covered hereby will be made on the NYSE or such other exchange on which the Common Stock may be listed, in the over-the-counter market or in private transactions. Sales through brokers may be made by any method of trading authorized by the NYSE or any other stock exchange on which such stock may be listed, including block trading in negotiated transactions. Without limiting the foregoing, such brokers may act as dealers by purchasing any or all of the shares covered by this Prospectus, either as agents for others or as principals for their own accounts and reselling such shares pursuant to this Prospectus. Representatives of the Selling Shareholders have advised Frontier that they will not pay any consideration, other than usual and customary broker's commissions, in connection with sales of the Common Stock. 10 In offering the shares of Common Stock covered by this Prospectus, the Selling Shareholders and any broker/dealers who execute sales for such stockholder, may be considered to be statutory "underwriters" within the meaning of the Securities Act, and any profits realized by the Selling Shareholders and the compensation of such broker/dealers may be deemed to be underwriting discounts and commissions. Sales of shares will be made at the market price prevailing at the time of each such sale. However, prices in negotiated or private transactions may vary considerably from the prevailing market price. Representatives of the Selling Shareholders have advised Frontier that, during such time as such Selling Shareholders may be engaged in a distribution of Common Stock included herein, each will comply with Rules 10b-2, 10b-6 and 10b-7 promulgated under the 1934 Act, as amended, and pursuant thereto will, among other things: (i) not engage in any stabilization activity in connection with the securities of Frontier in contravention of such rules; (ii) cause to be furnished to each broker through whom the shares of Common Stock covered hereby may be offered or to the offeree if an offer is not made through a broker, such copies of the Prospectus and any amendment or supplement thereto and documents incorporated by reference therein as may be required by such broker or offeree; and (iii) not bid for or purchase any securities of Frontier or attempt to induce any person to purchase any Frontier securities except as permitted under the 1934 Act. The Selling Shareholders have also agreed to inform Frontier when the distribution of the shares held by each such Selling Shareholder is completed. EXPERTS The consolidated financial statements and related financial statement schedule of the Company incorporated in this Prospectus by reference from the Company's Annual Report on Form 10-K have been audited by Price Waterhouse LLP, independent public accountants, as stated in their reports which are incorporated herein by reference, and have been so incorporated in reliance upon such reports given upon the authority of that firm as experts in auditing and accounting. 11 LEGAL OPINION The validity of the Common Stock being offered hereby by the Selling Shareholders is being passed upon for Frontier by Martin T. McCue, Senior Vice President and General Counsel of Frontier. As of June 18, 1998, Mr. McCue owns shares and options to purchase shares of Common Stock which in the aggregate represent less than 0.01% of the currently outstanding shares of Common Stock. 12 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. - ------------------------------------------------------ Frontier will bear no expenses in connection with any sales or other distributions of the Common Stock other than the expenses of preparation and distribution of this registration statement and the Prospectus which forms a part hereof, as well as the broker's fees set forth above. Such expenses are estimated, and the Commission's fee is set forth, as follows: Registration fee $11,485.35 Legal fees $ 1,000.00 Accounting fees $ 1,000.00 Total Expenses $13,485.35 Item 15. Indemnification of Directors and Officers. - ---------------------------------------------------- The Business Corporation Law of the State of New York (the "BCL") provides that if a derivative action is brought against a director or officer, Frontier may indemnify him or her against amounts paid in settlement and reasonable expenses, including attorneys' fees incurred by him or her in connection with the defense or settlement of such action, if such director or officer acted in good faith for a purpose which he or she reasonably believed to be in the best interests of Frontier, except that no indemnification shall be made without court approval in respect of a threatened action, or a pending action settled or otherwise disposed of, or in respect of any matter as to which such director or officer has been found liable to Frontier. In a nonderivative action or threatened action, the BCL provides that Frontier may indemnify a director or officer against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees incurred by him or her in defending such action if such director or officer acted in good faith for a purpose which he or she reasonably believed to be in the best interests of Frontier. Under the BCL, a director or officer who is successful, either in a derivative or nonderivative action, is entitled to indemnification as outlined above. Under any other circumstances, such director or officer may be indemnified only if certain conditions specified in the BCL are met. The indemnification provisions of the BCL are not exclusive of any II-1 other rights to which a director or officer seeking indemnification may be entitled pursuant to the provisions of the certificate of incorporation or the bylaws of a corporation or, when authorized by such certificate of incorporation or the bylaws of a corporation or, when authorized by such certificate of incorporation or bylaws, pursuant to a shareholders' resolution, a directors' resolution or an agreement providing for such indemnification. The above is a general summary of certain provisions of the BCL and is subject, in all cases, to the specific and detailed provisions of sections 721-725 of the BCL. Article II, Section 12, of Frontier's Bylaws contains provisions authorizing indemnification by Frontier of directors and officers against certain liabilities and expenses which they may incur as directors and officers of Frontier or of certain other entities. Section 726 of the BCL also contains provisions authorizing Frontier to obtain insurance on behalf of any such director and officer against liabilities, whether or not Frontier would have the power to indemnify against such liabilities. Frontier maintains Executive Liability and Defense coverage under which the directors and officers of Frontier are insured, subject to the limits of the policy, against certain losses, as defined in the policy, arising from claims made against such directors and officers by reason of any wrongful acts as defined in the policy, in their respective capacities as directors or officers. Item 16. List of Exhibits - -------------------------- Exhibit Number 5 - Opinion of Martin T. McCue re: legality 23-1 - Consent of Price Waterhouse LLP 23-2 - Consent of Ernst & Young LLP 23-3 - Consent of Martin T. McCue (Included in Exhibit 5) 24 - Powers of Attorney of Directors II-2 Item 17. Required Undertakings - ------------------------------- Frontier hereby undertakes: 1. (a) To file during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided however, that paragraphs (1)(i) and (1)(ii), above, do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post- effective amendment by those paragraphs contained in periodic reports filed by Frontier pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-3 (c) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; 3. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions referred to in Item 15 of this registration statement, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Frontier certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rochester, County of Monroe, State of New York, on the 18th day of June, 1998. FRONTIER CORPORATION By: /s/ Joseph P. Clayton --------------------------- Joseph P. Clayton President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on the 18th day of June, 1998. Signature Title /s/ Joseph P. Clayton President and Chief Executive - -------------------------- Officer, Director Joseph P. Clayton (Principal Executive Officer) /s/ Rolla P. Huff Executive Vice President - -------------------------- and Chief Financial Officer Rolla P. Huff (Principal Financial Officer) /s/ James G. Dole Senior Vice President and - -------------------------- Controller James G. Dole (Principal Accounting Officer) II-5 Patricia C. Barron * ) Raul E. Cesan * ) Brenda E. Edgerton * ) Jairo A. Estrada * ) Michael E. Faherty ) Directors Daniel E. Gill * ) Alan C. Hasselwander * ) Robert Holland, Jr. * ) Douglas H. McCorkindale * ) Dr. Leo J. Thomas * ) * By: /s/ Joseph P. Clayton -------------------------------- Joseph P. Clayton (Attorney-in-Fact) II-6 EXHIBIT INDEX EXHIBIT NUMBER METHOD OF FILING - ----------------------------------------------------------------- 5 Opinion of Martin T. McCue Herewith re: legality 23-1 Consent of Price Waterhouse LLP Herewith 23-2 Consent of Ernst & Young LLP Herewith 23-3 Consent of Martin T. McCue Included in Exhibit 5 24 Powers of Attorney of Directors Herewith EX-5 2 OPINION LTR EXHIBIT 5 June 18, 1998 To: Persons Purchasing Shares of $1.00 Par Value Common Stock of Frontier Corporation in Secondary Transactions from the Selling Shareholders Pursuant to a Certain Registration Statement on Form S-3 dated June 18, 1998 I am the Senior Vice President and General Counsel of Frontier Corporation, the registrant pursuant to the above-referenced registration statement. In my opinion, the shares of Common Stock are, and when sold as described in such registration statement will be, legally issued, fully paid and non-assessable shares of Common Stock, par value $1.00, of Frontier Corporation. I hereby consent to the inclusion of this opinion as an Exhibit to the Registration Statement on Form S-3 of Frontier Corporation referred to above. Very truly yours, /s/ Martin T. McCue - --------------------------- Martin T. McCue Senior Vice President and General Counsel EX-23 3 P/W CONSENT EXHIBIT 23.1 Consent of Independent Accountants We hereby consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-3 of our report dated January 26, 1998, which appears on page 25 of the 1997 Annual Report to Shareowners of Frontier Corporation, which is incorporated by reference in Frontier Corporation's Annual Report on Form 10-K for the year ended December 31, 1997. We also consent to the incorporation by reference of our report on the Financial Statement Schedule, which appears on page 30 of such Annual Report on Form 10-K. We also consent to the incorporation by reference of our report, dated January 26, 1998, except as to the pooling of interests with GlobalCenter, Inc. which is as of February 27, 1998, which appears on page 19 of the Form 8-K of Frontier Corporation dated June 17, 1998. We also consent to the reference to us under the heading "Experts" in such prospectus. /s/ Price Waterhouse LLP Price Waterhouse LLP Rochester, New York June 18, 1998 EX-23 4 E&Y CONSENT EXHIBIT 23.2 Consent of Independent Accountants We consent to the use of our report dated January 17, 1996, with respect to the financial statements and schedule of ALC Communications Corporation incorporated by reference in the Registration Statement on Form S-3 and related Prospectus of Frontier Corporation for the registration of 1,289,612 shares of its common stock. /s/ Ernst & Young LLP Ernst & Young LLP Detroit, Michigan June 15, 1998 EX-24 5 POWERS OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY Each of the undersigned directors and/or officers of Frontier Corporation, a New York business corporation (the "Company"), hereby constitutes and appoints Joseph P. Clayton, Louis L. Massaro and Josephine S. Trubek, and each of them with full power to act without the others, true and lawful attorneys and agents, to do any and all acts and things and to execute any and all instruments which any of said attorneys and agents may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and with any regulations, rules or requirements of the Securities and Exchange Commission ("Commission") thereunder in connection with the Registration Statement filed under said Act relating to the merger of GlobalCenter, Inc. and certain of its subsidiaries with and into a direct or indirect subsidiary of the Company, and any and all amendments or supplements to the foregoing, including specifically, but without limiting the generality of the foregoing, full power and authority to sign the names of the undersigned to any Registration Statement on Form S-3 or other applicable form filed with the Commission under said Act in such connection, and any amendment or amendments thereto, the undersigned hereby ratifying and confirming all that said attorneys and agents, or any of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, this instrument have signed and delivered these presence as of this 15th day of January, 1998. /s/ Patricia C. Barron /s/ Raul E. Cesan - ----------------------------- ----------------------------- Patricia C. Barron Raul E. Cesan /s/ Brenda E. Edgerton /s/ Jairo A. Estrada - ----------------------------- ----------------------------- Brenda E. Edgerton Jairo A. Estrada /s/ Daniel E. Gill - ----------------------------- ----------------------------- Michael E. Faherty Daniel E. Gill /s/ Alan C. Hasselwander /s/ Robert J. Holland, Jr. - ----------------------------- ----------------------------- Alan C. Hasselwander Robert J. Holland, Jr. /s/ Douglas H. McCorkindale /s/ Leo J. Thomas - ----------------------------- ----------------------------- Douglas H. McCorkindale Leo J. Thomas -----END PRIVACY-ENHANCED MESSAGE-----