Filed by Frontier Communications
Corporation
Pursuant to Rule 425 under the
Securities Act of 1933
and Deemed Filed Pursuant to Rule
14a-12
Under the Securities Exchange Act of
1934
Subject Company: Frontier Communications
Corporation
Commission File No.
001-11001
Script
of Maggie Wilderotter Video to Verizon Employees
Hi
everyone, my name is Maggie Wilderotter and I am Chairman and CEO of Frontier
Communications.
It
is important to me to give you a sense of who we are at Frontier and to tell you
how very pleased we are about acquiring your markets. Your Chairman
and CEO, Ivan Seidenberg, runs a great company and the pride you have in your
operations is evident. We have that same pride about
Frontier. Together I know we can build upon what you have done to
serve customers with compassion, reliability and dedication.
I
look forward to welcoming all of you to the “New Frontier” team and I ask that
you keep up the great work you are doing today to attract and retain
customers. The customer experience is truly our competitive
advantage.
Until this
transaction closes, our two companies will continue to operate independently and
provide our customers with the outstanding service they rely upon from both
Verizon and Frontier. I know from my relationship with Verizon over
the years that I can count on you to continue to do your absolute best for your
customers.
Finally, I want to
thank you again for all the hard work and dedication you demonstrate at
Verizon. All of us at Frontier look forward to our future together,
serving our customers and growing our business.
May 27,
2009
Forward-Looking
Language
This
communication
contains
forward-looking statements that are made pursuant to the safe harbor provisions
of The Private Securities Litigation Reform Act of 1995. These
statements speak only as of the date of this communication and
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; our
ability to successfully integrate the Verizon operations and to realize the
synergies from the acquisition; failure to obtain, delays in obtaining or
adverse conditions contained in any required regulatory approvals for the
merger; the failure to obtain our stockholders’ approval; the receipt of an IRS
ruling approving the tax-free status of the transaction; reductions in the
number of our access lines and high-speed internet subscribers; the effects of
competition from cable, wireless and other wireline carriers (through voice over
internet protocol (VOIP) or otherwise); reductions in switched access revenues
as a result of regulation, competition and/or technology substitutions; the
effects of greater than anticipated competition requiring new pricing, marketing
strategies or new product offerings and the risk that we will not respond on a
timely or profitable basis; 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; our ability to sell enhanced and data
services in order to offset ongoing declines in revenue from local services,
switched access services and subsidies; changes in accounting policies or
practices adopted voluntarily or as required by generally accepted accounting
principles or regulators; the effects of ongoing changes in the regulation of
the communications industry as a result of federal and state legislation and
regulation, including potential changes in state rate of return limitations on
our earnings, access charges and subsidy payments, and regulatory network
upgrade and reliability requirements; our ability to effectively manage our
operations, operating expenses and capital expenditures, to pay dividends and to
reduce or refinance our debt; adverse changes in the credit markets and/or in
the ratings given to our debt securities by nationally accredited ratings
organizations, which could limit or restrict the availability, and/or increase
the cost, of financing; 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; further declines in the value
of our pension plan assets, which could require us to make contributions to the
pension plan beginning in 2010, at the earliest; 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; 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 (which will increase in 2009) and our liquidity; the effects of
increased cash taxes in 2009 and thereafter; 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 (SEC), including our
reports on Forms 10-K and 10-Q. There also can be no assurance that
the proposed transaction will in fact be consummated. We undertake no
obligation to publicly update or revise any forward-looking statement or to make
any other forward-looking statements, whether as a result of new information,
future events or otherwise unless required to do so by securities
laws.
Additional Information and Where to Find
it
This
communication
is
not a substitute for the prospectus/proxy statement the Company will file with
the SEC. We urge investors to read the prospectus/proxy statement,
which will contain important information, including detailed risk factors, when
it becomes available. The prospectus/proxy statement and other
documents which will be filed by the Company with the SEC 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 Communications
Corporation, 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.
The
Company and certain of its directors, executive officers and other members of
management and employees may, under SEC rules, be deemed to be “participants” in
the solicitation of proxies in connection with the proposed
transactions. Information about the directors and executive officers
of the Company is set forth in the proxy statement for the Company's 2009 annual
meeting of stockholders filed with the SEC on April
6, 2009.
This
communication shall not constitute an offer to sell or the solicitation of an
offer to buy any 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 any such
jurisdiction. No offering of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities
Act.