-----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, ITtcbuPwcW3zCoMgJfUsEJebFq9pbEK0B7OTZQ0Og5DlXsKNHU445lB3BkXHk9vD DuaWygTp0yhh250283X4yA== 0000950130-99-005596.txt : 20000211 0000950130-99-005596.hdr.sgml : 20000211 ACCESSION NUMBER: 0000950130-99-005596 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990928 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990930 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: SEC FILE NUMBER: 002-27092 FILM NUMBER: 99721070 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 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 ---------------------- 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) September 28, 1999 ---------------------- Frontier Corporation (Exact name of registrant as specified in its charter) ---------------------- New York 1-4166 16-0613330 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification No.) 180 South Clinton Avenue 14646-0700 Rochester, New York (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code (716) 777-1000 ================================================================================ Item 1. Change of Control. On September 28, 1999, Global Crossing Ltd., a Bermuda company ("Global Crossing"), announced the consummation of the merger of GCF Acquisition Corp., a New York corporation and a wholly owned subsidiary of Global Crossing ("Merger Sub"), with and into Frontier Corporation, a New York corporation ("Frontier"), resulting in Frontier becoming a wholly owned subsidiary of Global Crossing. A copy of the Agreement and Plan of Merger, dated as of March 16, 1999, as amended, among Global Crossing, Merger Sub and Frontier is hereby incorporated by reference to Global Crossing's Registration Statement on Form S-4 filed on September 8, 1999 (File No. 333-86693). A copy of the press release of Global Crossing, dated September 28, 1999, is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. Item 7. Financial Statement and Exhibits. (c) Exhibits. 99.1 Press Release of Global Crossing Ltd., dated September 28, 1999. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FRONTIER CORPORATION /s/ Martin T. McCue Dated: September 29, 1999 By: _____________________________ Name: Martin T. McCue Title: Senior Vice President and General Counsel EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press Release of Global Crossing Ltd., dated September 28, 1999. EX-99.1 2 PRESS RELEASE DATED SEPTEMBER 28, 1999 Exhibit 99.1 ------------ Global Crossing Completes Merger with Frontier * Merger creates a truly global telecommunications company, included in S&P 500 and Nasdaq 100. * Includes an end-to-end global fiber-optic network connecting 88,000 route miles, 1.25 million fiber miles, offering ultra-high bandwidth to 170 major cities in 24 countries. * New company will have strong growth projections, 11,000 employees, 1 million customers with more than $2-billion in combined contract backlog. * Features one of the largest web-hosting operations in the world and a product line of next generation services on the cutting edge of the telecommunications industry. Hamilton, Bermuda - September 28, 1999 - Global Crossing (Nasdaq - GBLX) announced today that it has closed its merger with Frontier Corporation (NSYE - FRO). The merger creates a truly global telecommunications company that will be included in the S&P 500 Index and the Nasdaq 100. The new company will include an end-to-end global fiber-optic network connecting major cities on five continents, with $2-billion in combined contract backlog, featuring one of the largest web hosting operations in the world and a product line of next generation services on the cutting edge of the telecommunications industry. "With our merger with Frontier, Global Crossing is well positioned to take its share of a global telecommunications market that will be worth $1 trillion by 2005," said Gary Winnick, Global Crossing Founder and Chairman of the Board. "Our commitment to the most advanced technological products for our worldwide global IP network will give our company a huge market advantage in the decade ahead and permit us to provide unparalleled services and market-leading prices to customers around the world. I have great confidence that shareholders highly value the hard work and dedication of our management team, and investors can expect to see our company continue to expand and innovate." Based on announced networks, the new company will have one million customers, 88,000 route miles, 1.25 million fiber miles, and offer ultra-high bandwidth to 170 major cities in 24 countries. It will offer global voice, web hosting, private line, ATM (asynchronous transfer mode), and Internet services. Under the terms of the transaction, shareholders of Frontier Corporation will receive 2.05 shares of Global Crossing common stock for each share of Frontier Corporation, which, based on closing prices of $26.25 per Global Crossing share on Tuesday, September 28, results in $53.81 of value for each Frontier share. The transaction is expected to be accounted for as a purchase. Global Crossing and Frontier have received opinions from their respective legal counsel concluding that the transaction will be treated as a tax-free reorganization for United States federal income tax purposes. The transaction is expected to be immediately accretive to Global Crossing's operating cash flow. "This newly merged enterprise will soon bring the benefits of our high- speed fiber optic network directly into businesses and residences around the world," said Robert Annunziata, Chief Executive Officer of Global Crossing. "As we move forward in the months ahead, we are sharply focused on 1 incorporating the world's latest communications technologies to meet the ever increasing demands of corporations and consumers for broadband capacity." "Global Crossing benefits from Frontier's large customer base and established revenue stream," said Joseph P. Clayton, Frontier Chief Executive Officer. "And it's a good day for shareholders and employees at Frontier because the unique services we've created in the U.S. marketplace will now take on global markets on five continents." Clayton now becomes a Vice Chairman of Global Crossing. Rolla P. Huff, Frontier President and Chief Operating Officer, has been named President of Global Crossing's North American region. Frontier's local operations in New York State will continue to be managed from Rochester, NY. About Global Crossing Global Crossing is building the world's first truly global fiber network. The Global Crossing Network and its product offerings will be available on five continents and address 80% of the world's international communications traffic. Global Crossing also possesses the largest fleet of cable laying and maintenance vessels in the world and currently services more than a third of the world's undersea cable miles. Global Crossing has been chosen to be included among the world's leading public corporations in both the S&P 500 and the Nasdaq 100. Global Crossing's operations are headquartered in Hamilton, Bermuda, with executive offices in Los Angeles, California and Morristown, New Jersey. For more information, visit www.globalcrossing.com on the World Wide Web. 2 -----END PRIVACY-ENHANCED MESSAGE-----