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): December 11, 2009
Frontier Communications Corporation
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
001-11001 06-0619596
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(Commission File Number) (IRS Employer Identification No.)
3 High Ridge Park, Stamford, Connecticut 06905
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(Address of principal executive offices) (Zip Code)
(203) 614-5600
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(Registrant's telephone number, including area code)
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(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):
|X| 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 CFR240.13e-4(c))
Item 7.01 Regulation FD Disclosure
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The following message was posted on the Company's intranet site on
December 11, 2009:
An Update from Frontier's Government and Regulatory Affairs Team
About Our Transformational Transaction
Frontier is making solid progress on the city, state and federal
regulatory approval process that is so important to the Verizon
transaction. As of December 9, 2009, we have 22 approvals from the `local
franchising authorities' (LFA) out of 42 needed. Cities play a critical
role because municipalities must approve the transfer of the fiber-optic
network (FiOS network) in Washington state and Oregon. In Indiana, Frontier
will file for a state approval for this service. We are on target to obtain
the remainder of the LFAs early in the first quarter of 2010.
Public Utility or Service Commissions in nine states must approve the
transaction. We've obtained approvals in South Carolina, California and
Nevada. This month we settled with all of the parties to the proceeding in
Oregon, although The Public Utility Commission must still approve the
transaction. In Ohio, Verizon, Frontier, the office of the Ohio Consumers'
Counsel (OCC), the staff of the Public Utilities Commission of Ohio (PUCO)
and all other parties, other than the unions, reached agreements regarding
the transfer of Verizon's landline operations to our company. The PUCO
staff and OCC have recommended that the Commission adopt the agreements and
we look forward to an order to this effect in early 2010. Elsewhere, the
staff of the Arizona Corporation Commission (ACC) has publicly recommended
the transaction and we look forward to an order from the ACC in the near
future. Hearings will be held in Washington state next week, with the
remainder of state and federal hearings to be held in early 2010.
* * * * *
The information furnished in Item 7.01 of this Form 8-K shall not be
deemed "filed" for purposes of Section 18 of the Securities and Exchange
Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of
that section, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933 or the Exchange Act, except as
expressly set forth by specific reference in such a filing.
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Forward-Looking Language
This filing contains forward-looking statements that are made pursuant to the
safe harbor provisions of The Private Securities Litigation Reform Act of 1995.
These statements are made on the basis of management's views and assumptions
regarding future events and business performance. Words such as "believe,"
"anticipate," "expect" and similar expressions are intended to identify
forward-looking statements. Forward-looking statements (including oral
representations) involve risks and uncertainties that may cause actual results
to differ materially from any future results, performance or achievements
expressed or implied by such statements. These risks and uncertainties are based
on a number of factors, including but not limited to: Our ability to complete
the acquisition of access lines from Verizon; the failure to obtain, delays in
obtaining or adverse conditions contained in any required regulatory approvals
for the Verizon transaction; the failure to receive the IRS ruling approving the
tax-free status of the Verizon transaction; the ability to successfully
integrate the Verizon operations into Frontier's existing operations; the
effects of increased expenses due to activities related to the Verizon
transaction; the ability to migrate Verizon's West Virginia operations from
Verizon owned and operated systems and processes to Frontier owned and operated
systems and processes successfully; the risk that the growth opportunities and
cost synergies from the Verizon transaction may not be fully realized or may
take longer to realize than expected; the sufficiency of the assets to be
acquired from Verizon to enable us to operate the acquired business; disruption
from the Verizon transaction making it more difficult to maintain relationships
with customers, employees or suppliers; the effects of greater than anticipated
competition requiring new pricing, marketing strategies or new product or
service offerings and the risk that we will not respond on a timely or
profitable basis; reductions in the number of our access lines and High-Speed
Internet subscribers; our ability to sell enhanced and data services in order to
offset ongoing declines in revenue from local services, switched access services
and subsidies; the effects of ongoing changes in the regulation of the
communications industry as a result of federal and state legislation and
regulation; the effects of competition from cable, wireless and other wireline
carriers (through voice over internet protocol (VOIP) or otherwise); our ability
to adjust successfully to changes in the communications industry and to
implement strategies for improving growth; adverse changes in the credit markets
or in the ratings given to our debt securities by nationally accredited ratings
organizations, which could limit or restrict the availability, or increase the
cost, of financing; reductions in switched access revenues as a result of
regulation, competition and/or technology substitutions; the effects of changes
in both general and local economic conditions on the markets we serve, which can
impact demand for our products and services, customer purchasing decisions,
collectability of revenue and required levels of capital expenditures related to
new construction of residences and businesses; our ability to effectively manage
service quality; our ability to successfully introduce new product offerings,
including our ability to offer bundled service packages on terms that are both
profitable to us and attractive to our customers; changes in accounting policies
or practices adopted voluntarily or as required by generally accepted accounting
principles or regulators; our ability to effectively manage our operations,
operating expenses and capital expenditures, to pay dividends and to repay,
reduce or refinance our debt; the effects of bankruptcies and home foreclosures,
which could result in increased bad debts; the effects of technological changes
and competition on our capital expenditures and product and service offerings,
including the lack of assurance that our ongoing network improvements will be
sufficient to meet or exceed the capabilities and quality of competing networks;
the effects of increased medical, retiree and pension expenses and related
funding requirements; changes in income tax rates, tax laws, regulations or
rulings, and/or federal or state tax assessments; the effects of state
regulatory cash management policies on our ability to transfer cash among our
subsidiaries and to the parent company; our ability to successfully renegotiate
union contracts expiring in 2009 and thereafter; declines in the value of our
pension plan assets, which could require us to make contributions to the pension
plan beginning no earlier than 2010; our ability to pay dividends in respect of
our common shares, which may be affected by our cash flow from operations,
amount of capital expenditures, debt service requirements, cash paid for income
taxes and our liquidity; the effects of any unfavorable outcome with respect to
any of our current or future legal, governmental or regulatory proceedings,
audits or disputes; the possible impact of adverse changes in political or other
external factors over which we have no control; and the effects of hurricanes,
ice storms or other severe weather. These and other uncertainties related to our
business are described in greater detail in our filings with the Securities and
Exchange Commission, including our reports on Forms 10-K and 10-Q, and the
foregoing information should be read in conjunction with these filings. We
undertake no obligation to publicly update or revise any forward-looking
statements or to make any other forward-looking statement, whether as a result
of new information, future events or otherwise unless required to do so by
securities laws.
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Additional Information and Where to Find It
This filing is not a substitute for the definitive prospectus/proxy statement
included in the Registration Statement on Form S-4 that Frontier filed, and the
SEC has declared effective, in connection with the proposed transactions
described in the definitive prospectus/proxy statement. INVESTORS ARE URGED TO
READ THE DEFINITIVE PROSPECTUS/PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT
INFORMATION, INCLUDING DETAILED RISK FACTORS. The definitive prospectus/proxy
statement and other documents filed or to be filed by Frontier with the SEC are
or will be available free of charge at the SEC's website, www.sec.gov, or by
directing a request when such a filing is made to Frontier, 3 High Ridge Park,
Stamford, CT 06905-1390, Attention: Investor Relations.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such jurisdiction.
Frontier's stockholders approved the proposed transactions on October 27, 2009,
and no other vote of the stockholders of Frontier or Verizon is required in
connection with the proposed transactions.
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: December 11, 2009 By:/s/ Robert J. Larson
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Robert J. Larson
Senior Vice President and Chief
Accounting Officer
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