-----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, KjXEwGkLGKYprvbZqz1g7FkwWmt+FSMJ7enbGpTshsPYggwuxl2gXeUdmnKGEcaF O0JI7IXxn+3Rsuj2kkVw0A== 0000084567-98-000026.txt : 19980626 0000084567-98-000026.hdr.sgml : 19980626 ACCESSION NUMBER: 0000084567-98-000026 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980625 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: 11-K SEC ACT: SEC FILE NUMBER: 001-04166 FILM NUMBER: 98654240 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 11-K 1 UCN FORM 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT Pursuant to Section 15(d) of The Securities Exchange Act of 1934 For the years ended December 31, 1997 and 1996 Commission File Number 1-4166 UPSTATE CELLULAR NETWORK EMPLOYEES' RETIREMENT SAVINGS PLAN (Full name of plan) FRONTIER CORPORATION (Name of issuer of securities held pursuant to the plan) 180 South Clinton Avenue Rochester, New York 14646-0700 (Address of principal executive offices) REQUIRED INFORMATION Index to Financial Statements and Schedules Page 1 Report of Independent Accountants Page 2 Statements of Net Assets Available for Benefits, with Fund Information at December 31, 1997 and 1996 Pages 3-4 Statement of Changes in Net Assets Available for Benefits, with Fund Information for the Year Ended December 31, 1997 Page 5 Notes to Financial Statements Pages 6-9 Schedule of Assets Held for Investment Schedule I Schedule of Reportable Transactions Schedule II The following exhibit is filed as part of this Report. Consent of Independent Accountants Upstate Cellular Network Employees' Retirement Savings Plan Financial Statements December 31, 1997 and 1996 Upstate Cellular Network Employees' Retirement Savings Plan Index to Financial Statements Page 1 - ----------------------------------------------------------------- Report of Independent Accountants Page 2 Statements of Net Assets Available for Benefits, with Fund Information at December 31, 1997 and 1996 Pages 3-4 Statement of Changes in Net Assets Available for Benefits, with Fund Information for the Year Ended December 31, 1997 Page 5 Notes to Financial Statements Pages 6-9 Line 27a - Schedule of Assets Held for Investment Purposes Schedule I Line 27d - Schedule of Reportable Transactions Schedule II Report of Independent Accountants April 24, 1998 To the Participants and Administrator of the Upstate Cellular Network Employees' Retirement Savings Plan In our opinion, the accompanying statements of net assets available for benefits, with fund information, and the related statement of changes in net assets available for benefits, with fund information present fairly, in all material respects, the net assets available for benefits of the Upstate Cellular Network Employees' Retirement Savings Plan at December 31, 1997 and 1996, and the changes in net assets available for benefits for the year ended December 31, 1997, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in Schedules I and II is presented for purposes of additional analysis and is not a required part of the basic financial statements but is additional information required by the Employee Retirement Income Security Act of 1974 ("ERISA"). The Fund Information in the statements of net assets available for benefits, with fund information and the statement of changes in net assets available for benefits, with fund information is presented for purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. Schedules I and II and the Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Price Waterhouse LLP STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION -- Page 3 FUND INFORMATION AT DECEMBER 31,1997 Fund A Fund B Fund C Fund D Fund E Fund F Assets - ---------------------------------- Investments, at fair value: Registered investment companies - Putnam Income Fund $ 368,525 Putnam Global Growth Fund $ 744,037 Putnam Voyager Fund $1,498,264 Putnam Fund for Growth and Income Putnam Asset Allocation Fund Balanced Portfolio Common trust - Putnam S&P 500 Index Fund $832,407 Frontier Corporation Common Stock $1,083,971 Participant loans Investments, at contract value: Stable Value Fund $ 886,029 ---------------------------------------------------------------- Total investments 368,525 744,037 1,498,264 886,029 832,407 1,083,971 ---------------------------------------------------------------- Receivables: Participants' contributions Employer's contributions Total receivables ---------------------------------------------------------------- Total assets 368,525 744,037 1,498,264 886,029 832,407 1,083,971 ---------------------------------------------------------------- Net assets available for benefits $368,525 $ 744,037 $1,498,264 $ 886,029 $ 832,407 $1,083,971 ================================================================
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION -- Page 3 (cont'd) FUND INFORMATION AT DECEMBER 31, 1997 Participant Fund G Fund H Loans Other TOTAL Assets - ------------------------- Investments, at fair value: Registered investment companies - Putnam Income Fund $ 368,525 Putnam Global Growth Fund 744,037 Putnam Voyager Fund 1,498,264 Putnam Fund for Growth and Income $ 1,885 1,885 Putnam Asset Allocation Fund Balanced Portfolio $ 300 300 Common trust - Putnam S & P 500 Index Fund 832,407 Frontier Corporation Common Stock 1,083,971 Participant loans $ 290,550 290,550 Investments, at contract value: Stable Value Fund 886,029 ---------------------------------------------------------------- Total investments 1,885 300 290,550 5,705,968 ---------------------------------------------------------------- Receivables: Participants' contributions $74,591 74,591 Employer's contributions 52,420 52,420 --------------------- Total receivables 127,011 127,011 ------------------------------------------------------------- Total assets 1,885 300 290,550 127,011 5,832,979 ---------------------------------------------------------------- Net assets available for benefits $ 1,885 $ 300 $ 290,550 $127,011 $5,832,979 ================================================================ The accompanying notes are an integral part of these financial statements.
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION -- Page 4 FUND INFORMATION AT DECEMBER 31, 1996 Fund A Fund B Fund C Fund D Fund E Assets - ------------------------- Investments, at fair value: Registered investment companies - Putnam Income Fund $178,833 Putnam Global Growth Fund $411,021 Putnam Voyager Fund $758,853 Common trust - Putnam S & P 500 Index Fund $411,227 Frontier Corporation Common Stock Participant loans Investments, at contract value: Stable Value Fund $451,977 ------------------------------------------------------------- Total investments 178,833 411,021 758,853 451,977 411,227 ------------------------------------------------------------- Receivables: Participants' contributions Employer's contributions Total receivables ------------------------------------------------------------- Total assets 178,833 411,021 758,853 451,977 411,227 ------------------------------------------------------------- Net assets available for benefits $178,833 $ 411,021 $ 758,853 $ 451,977 $ 411,227 ==============================================================
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION -- Page 4 (cont'd) FUND INFORMATION AT DECEMBER 31, 1996 Participant Fund F Loans Other TOTAL Assets - ---------------------------- Investments, at fair value: Registered investment companies - Putnam Income Fund $ 178,833 Putnam Global Growth Fund 411,021 Putnam Voyager Fund 758,853 Common trust - Putnam S & P 500 Index Fund 411,227 Frontier Corporation Common Stock $477,499 477,499 Participant loans $210,226 210,226 Investments, at contract value: Stable Value Fund 451,977 --------------------------------------------------------- Total investments 477,499 210,226 2,899,636 --------------------------------------------------------- Receivables: Participants' contributions $30,721 30,721 Employer's contributions $11,930 11,930 ------------------------ Total receivables $42,651 42,651 --------------------------------------------------------- Total assets 477,499 210,226 42,651 2,942,287 --------------------------------------------------------- Net assets available for benefits $477,499 $ 210,226 $ 42,651 $2,942,287 ========================================================= The accompanying notes are an integral part of these financial statements.
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION - -- Page 5 FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1997 Fund A Fund B Fund C Fund D Fund E Fund F Additions - ------------------------- Additions to net assets attributed to: Investment income - Interest and dividends $ 15,941 $134,564 $ 89,134 $ 34,465 $ 22,661 Realized loss, net (3,888) (17,690) (87,245) $(59,590) (62,899) Net appreciation (depreciation) in fair value of investments 7,386 (55,539) 231,084 211,423 121,259 Participant loan interest income Other income 513 Contributions - Participants' contributions 71,300 152,655 282,535 169,518 122,358 152,098 Employer's contributions 25,218 55,882 97,684 48,960 44,749 122,847 ----------------------------------------------------------------- Total additions 115,957 269,872 613,192 252,943 318,940 356,479 ----------------------------------------------------------------- Deductions - -------------------------- Deductions from net assets attributed to: Benefits paid to participants 23,614 55,952 145,703 75,162 56,194 71,049 Other expense 89 177 373 236 166 58 ----------------------------------------------------------------- Total deductions 23,703 56,129 146,076 75,398 56,360 71,107 ----------------------------------------------------------------- Net increase (decrease) prior to fund transfers 92,254 213,743 467,116 177,545 262,580 285,372 Interfund transfers, net (11,119) (5,735) (964) (9,427) 22,897 (8,870) Transfers from other plans 108,557 125,008 273,259 265,934 135,703 329,970 ----------------------------------------------------------------- Net increase 189,692 333,016 739,411 434,052 421,180 606,472 Net assets available for benefits: Beginning of year 178,833 411,021 758,853 451,977 411,227 477,499 ----------------------------------------------------------------- End of year $368,525 $744,037 $1,498,264 $ 886,029 $ 832,407 $1,083,971 ==================================================================
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION - -- Page 5 (cont'd) FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1997 Fund G Fund H Participant Loans Other TOTAL Additions - ------------------------------------- Additions to net assets attributed to: Investment income - Interest and dividends $ 92 $ 10 $ 296,867 Realized loss, net (231,312) Net appreciation (depreciation) in fair value of investments (70) (6) 515,537 Participant loan interest income $ 12,534 12,534 Other income 513 Contributions - Participants' contributions 1,241 233 74,591 1,026,529 Employer's contributions 622 63 52,420 448,445 -------------------------------------------------------------- Total additions 1,885 300 12,534 127,011 2,069,113 -------------------------------------------------------------- Deductions - ---------------------------------------- Deductions from net assets attributed to: Benefits paid to participants 27,570 455,244 Other expense 1,099 -------------------------------------------------------------- Total deductions 27,570 456,343 -------------------------------------------------------------- Net increase (decrease) prior to fund transfers 1,885 300 (15,036) 127,011 1,612,770 Interfund transfers, net 55,869 (42,651) - Transfers from other plans 39,491 1,277,922 -------------------------------------------------------------- Net increase 1,885 300 80,324 84,360 2,890,692 Net assets available for benefits: Beginning of year 210,226 42,651 2,942,287 -------------------------------------------------------------- End of year $ 1,885 $ 300 $290,550 $127,011 $5,832,979 ==============================================================
UPSTATE CELLULAR NETWORK EMPLOYEES' RETIREMENT SAVINGS PLAN Notes to Financial Statements Years Ended December 31, 1997 and 1996 - ---------------------------------------------------------------- 1. Description of the Plan The Upstate Cellular Network Employees' Retirement Savings Plan (the "Plan") is a defined contribution plan established by the Board of Directors of the Upstate Cellular Network (the "Company") effective July 1, 1994. The Plan is subject to the applicable provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). The Plan provides participants the option of having their basic and supplemental contributions to the Plan made on a salary reduction basis and on a deferred tax basis. The principal provisions of the Plan are described below and are provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan's provisions. The Company is a 50/50 joint venture partnership between Frontier Corporation and Bell Atlantic Mobile. During Plan year end December 31, 1997, the Plan document was amended to allow the Company's Employee Benefit Committee to transfer participant accounts from plans the participants are no longer eligible to participate in, to a substantially similar 401(k) plan sponsored by Frontier Corporation, or any corporation/business entity in which Frontier Corporation has a 50% or more ownership or profits interest. The transfers resulting from this amendment are reflected in the statement of changes in net assets available for benefits, with fund information as transfers from other plans. Participation - ------------- The Plan covers all employees of Upstate Cellular Network except temporary or summer employees, leased employees and employees in any unit covered by a collective bargaining agreement. Effective January 1, 1996, eligibility begins on the first of the month following 30 days of employment. Administration - -------------- The Plan is administered by the Company's Employee Benefit Committee whose members are appointed by the Company's Board of Directors. The Trustee of the Plan is Putnam Fiduciary Trust Company. Funding Policy - -------------- Upon enrollment in the Plan, a participant may direct contributions into any of eight investment options. Fund A - Putnam Income Fund - Funds are primarily invested in Corporate bonds and U.S. government and agency obligations. Fund B - Putnam Global Growth Fund - Funds are primarily invested in foreign and domestic common stocks. Fund C - Putnam Voyager Fund - Funds are invested in emerging growth stock and opportunity stocks. Fund D - Stable Value Fund - Funds are invested in an insurance company pooled separate account. Fund E - Putnam S & P 500 Index Fund - Funds are primarily invested in stocks that comprise the S & P 500 Index. Fund F - Frontier Corporation Common Stock - Funds are invested in common stock of Frontier Corporation. Fund G - Putnam Fund for Growth and Income - Funds are primarily invested in common stocks. Fund H - Putnam Asset Allocation Fund Balanced Portfolio - Funds are invested in stocks, bonds and money market instruments. The shares of stock in Fund F are qualified employer securities as defined by ERISA. Each individual's investment in this fund is recorded in his or her account on a per share basis. All other funds are tracked on a dollar value basis with each fund's activity allocated to participants on a pro rata basis. Therefore the Plan does not record activity on a unit value basis. The Plan provides that each participant may voluntarily make contributions through a salary reduction agreement for whatever whole percentage a participant chooses, up to a maximum of 16%, subject to maximum contribution provisions imposed by the Internal Revenue Code under Section 401(k). Individual accounts which record the participants' contributions, the earnings on all contributions and the amount of the participant's interest in each fund are maintained for each participant. The participants' contributions during a month are allocated directly to their individual account when contributions are received by the Trustee. Participants have the option to invest their contributions in any of the funds and may change their allocation between funds at any time. Employer matching contributions equal 100% of participant contributions, up to the first 3% of compensation capped at $3,000 in 1997 and 1996. In addition, each payroll period, the Company contributes .5% of the payroll period compensation for each of its employees who is a participant in the Plan. The Plan also has a profit sharing contribution potential based on Company performance. In 1997, an additional .5% of employee compensation was contributed under the profit sharing terms. Employer contributions are made in cash and invested based on employee elections. Vesting - ------- Participants are immediately 100% vested in their voluntary contributions and actual earnings thereon. The Plan has a vesting period for Company contributions of six months of credited service. Forfeited nonvested amounts are used to reduce future employer contributions. Payment of Benefits - ------------------- Payment of benefits generally begins upon termination of service and attaining normal retirement age (65). A participant may elect to receive either a lump-sum amount equal to the value of his or her vested account balance, or a participant may elect to receive installments over a period not to exceed 20 years. However, a participant who has reached age 59 1/2, but who has not yet terminated employment may withdraw all or a portion of his or her vested accumulated account balance in accordance with the terms of the Plan. If upon termination of service, a participant does not attain normal retirement age and his or her vested account balance is greater than $3,500, he or she may elect to receive a lump-sum amount, a direct rollover to a qualified plan under Section 401 of the Internal Revenue Code, or a direct rollover to a qualified Individual Retirement Account equal to the value of his or her vested account balance. If the vested account balance is less than $3,500, the balance must be cashed out as soon as administratively practicable. Individual Participant Loans - ---------------------------- Participant loans cannot exceed the lesser of 50% of the vested amounts in the participant's account or $50,000. A participant may only have two loans outstanding, and they are treated as directed investments by the borrower with respect to his or her account. The interest rate on loans is established based on the prime rate, under current Plan provisions. Interest paid on the loan is credited to the borrower's account and the participant does not share in the income of the Plan's assets with respect to the amounts outstanding. Loans have a term of no more than five years except that a loan may be granted for a period not to exceed 25 years if the proceeds are used to purchase the participant's principal residence. During the Plan year ended December 31, 1997, $111,465 in loans were disbursed and principal repayments of $55,596 were made. Plan Termination - ---------------- Although it has not expressed any intent to do so, the Company reserves the right under the Plan to discontinue its contributions and/or to terminate the Plan at any time. Upon termination, all amounts funded shall become nonforfeitable and shall be provided for and paid from the Plan's trust in accordance with the order of priority set forth in Section 4044 of ERISA. In the event of Plan termination, participants become 100% vested in their accounts. The Plan is not a defined benefit plan and, accordingly, Plan benefits are not guaranteed by the Pension Benefit Guaranty Corporation. The Plan's holdings of Frontier Corporation common stock, the Putnam Investment, Inc. common trust and the five Putnam Investment, Inc. registered investment company funds are party-in- interest investments. 2. Summary of Significant Accounting Policies The financial statements have been prepared on the accrual basis of accounting. Use of Estimates - ---------------- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at year end and the reported investment income and expenses during the Plan year. Actual results could differ from those estimates. Contributions and Benefits Paid - ------------------------------- Contributions are recorded by the Plan when withheld from employees and accrued by the Company. Benefits to participants are recorded by the Plan when a request for disbursement is received from the employee. Participants may receive distributions in cash or in common stock of Frontier Corporation for amounts invested in Fund F. Purchases and sales of securities are recorded on the trade date. Administrative Expenses - ----------------------- Significant expenses associated with the Plan are paid by the Company. Valuation of Investment Assets - ------------------------------ The Plan's interest in registered investment companies, a common trust, and employer securities is stated at fair value, measured by the quoted market price. Adjustments for unrealized appreciation or depreciation of such values are included in the operating results of the Plan. Funds invested in the Stable Value Fund are stated at contract value, measured as cost plus earned interest income. Contract value approximates fair value at December 31, 1997 and 1996. 3. Participants' Accounts As of December 31, 1997 and 1996, the Plan held 45,048 and 21,105 shares of Frontier Corporation common stock at a fair market value of $1,083,971 and $477,499, respectively. Of these shares, 3,911 were contributed by the Company during the Plan year ended December 31, 1997, as the Company's matching contribution. During the Plan year ended December 31, 1997, 244 shares of Frontier Corporation common stock were distributed to participants. 4. Federal Income Tax Status The Plan Administrator has received a favorable determination letter from the Internal Revenue Service covering the Plan stating that the Plan, as designed, is a qualified plan in accordance with Section 401(a) of the Internal Revenue Code and its corresponding trust is exempt from taxation under Section 501(a) of the Code. The Plan Administrator believes the Plan is being operated as designed and, therefore, maintains its tax-qualified status. Line 27a - Schedule of Assets Held for Investment Purposes SCHEDULE I - -------------------------------------------------------------------------- Current value at Number December 31, Description/Issuer of Shares Cost 1997 ------------------------------------- Interests in Registered Investment Companies: *Putnam Income Fund 51,832 $ 356,323 $ 368,525 *Putnam Global Growth Fund 74,702 778,822 744,037 *Putnam Voyager Fund 78,649 1,224,706 1,498,264 *Putnam Growth and Income Fund 96 1,955 1,885 *Putnam Asset Allocation Fund Balanced Portfolio 27 307 300 ----------------------- Total interests in registered investment companies 2,362,113 2,613,011 ----------------------- Common Trust: *Putnam S&P 500 Index Fund 36,881 532,492 832,407 ----------------------- Common Stock: *Frontier Corporation 45,048 1,048,416 1,083,971 ----------------------- Participant Loans: Participant loan accounts (rate 6.0%-11.5%) (maturities range 1998-2022) 290,550 290,550 ----------------------- Insurance Company Pooled Separate Account: Stable Value Fund 886,029 886,029 ----------------------- Total investments $5,119,600 $5,705,968 ======================== *Denotes party-in-interest Line 27d - Schedule of Reportable Transactions -- SCHEDULE II - ------------------------------------------------------------- Identity of Description Number of Purchase Selling party involved of asset transactions price price - ---------------------------------------------------------------------------------------------- Series of Transactions: Putnam Income Fund* Registered Investments 99 $ 237,195 N/A Putnam Income Fund* Registered Investments 60 N/A $ 51,001 Putnam Global Growth Fund* Registered Investments 93 509,971 N/A Putnam Global Growth Fund* Registered Investments 77 N/A 103,728 Putnam Voyager Fund* Registered Investments 102 834,674 N/A Putnam Voyager Fund* Registered Investments 92 N/A 239,101 Stable Value Fund Insurance Company Pooled Separate Account 146 569,312 N/A Stable Value Fund Insurance Company Pooled Separate Account 83 N/A 135,261 Putnam S&P 500 Index Fund* Common Trust 96 386,721 N/A Putnam S&P 500 Index Fund* Common Trust 61 N/A 117,374 Plan Participants Participant Loans 68 169,109 N/A Plan Participants Participant Loans 50 N/A 90,086 Frontier Corporation* Common Stock 102 708,528 N/A Frontier Corporation* Common Stock 93 N/A 160,426 * Denotes party-in-interest
Line 27d - Schedule of Reportable Transactions -- SCHEDULE II (cont'd) - ---------------------------------------------------------------------- Expense Current value incurred of asset on Identity of Lease with Cost of transaction Net party involved rental transaction asset date loss - ------------------------------------------------------------------------------------------------ Series of Transactions: Putnam Income Fund* N/A N/A $ 237,195 $237,195 Putnam Income Fund* N/A N/A 54,889 51,001 $ (3,888) Putnam Global Growth Fund* N/A N/A 509,971 509,971 Putnam Global Growth Fund* N/A N/A 121,418 103,728 (17,690) Putnam Voyager Fund* N/A N/A 834,674 834,674 Putnam Voyager Fund* N/A N/A 326,346 239,101 (87,245) Stable Value Fund N/A N/A 569,312 569,312 Stable Value Fund N/A N/A 135,261 135,261 Putnam S&P 500 Index Fund* N/A N/A 386,721 386,721 Putnam S&P 500 Index Fund* N/A N/A 176,964 117,374 (59,590) Plan Participants N/A N/A 169,109 169,109 Plan Participants N/A N/A 90,086 90,086 Frontier Corporation* N/A N/A 708,528 708,528 Frontier Corporation* N/A N/A 223,325 160,426 (62,899) * Denotes party-in-interest
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustees (or other persons who administer the employee benefit Plan) have duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. UPSTATE CELLULAR NETWORK EMPLOYEES' RETIREMENT SAVINGS PLAN Date: June 25, 1998 By: /s/ Martin T. McCue ----------------------------- Martin T. McCue Senior Vice President and General Counsel of Frontier Corporation as Plan Administrator EX-23 2 PW CONSENT Consent of Independent Accountants We hereby consent to the incorporation by reference in the Prospectus constituting part of the Registration Statement on Form S-8 (File No. 33-51331) of Frontier Corporation of our report dated April 24, 1998 appearing on page 2 of this Form 11-K. /s/ Price Waterhouse LLP Price Waterhouse LLP Rochester, New York June 25, 1998 -----END PRIVACY-ENHANCED MESSAGE-----