-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ttrIRYUMnsupKl0pkwllGpS3DILCSpGvUg5F8zV2B9iv7EEApDvNQiqN4Qh9MH7T AwT4H0pWkANevLX1bBjphQ== 0000018787-94-000001.txt : 19940221 0000018787-94-000001.hdr.sgml : 19940221 ACCESSION NUMBER: 0000018787-94-000001 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940218 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ROCHESTER TELEPHONE CORP CENTRAL INDEX KEY: 0000084567 STANDARD INDUSTRIAL CLASSIFICATION: 4813 IRS NUMBER: 160613330 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 34 SEC FILE NUMBER: 005-10398 FILM NUMBER: 94510686 BUSINESS ADDRESS: STREET 1: ROCHESTER TEL CENTER STREET 2: 180 S CLINTON AVE CITY: ROCHESTER STATE: NY ZIP: 14646-0995 BUSINESS PHONE: 7167771000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CENTEL CORP CENTRAL INDEX KEY: 0000018787 STANDARD INDUSTRIAL CLASSIFICATION: 4813 IRS NUMBER: 480498479 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2330 SHAWNEE MISSION PARKWAY CITY: WESTWOOD STATE: KS ZIP: 66205 BUSINESS PHONE: 9136243000 FORMER COMPANY: FORMER CONFORMED NAME: CENTRAL TELEPHONE & UTILITIES CORP DATE OF NAME CHANGE: 19820517 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN POWER & GAS CO INC DATE OF NAME CHANGE: 19680826 FORMER COMPANY: FORMER CONFORMED NAME: CONCORDIA ELECTRIC LIGHT CO DATE OF NAME CHANGE: 19680826 SC 13D/A 1 SCHEDULE 2 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A-2 Under the Securities Exchange Act of 1934 ROCHESTER TELEPHONE CORPORATION Common Stock ( par value $1.00 per share) (Title of Class of Securities) 771758 10 9 (CUSIP Number) Don A. Jensen, Vice President and Secretary Sprint Corporation P. O. Box 11315 Kansas City, Missouri 64112 (913) 624-3326 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 15, 1994 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. 2
SCHEDULE 13D CUSIP NO. 771758 10 9 1 NAME OF REPORTING PERSON S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON Sprint Corporation I.R.S. Identification No. 48-0457967 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ] (B) [ ] N/A 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) and 2(E) [ ] N/A 6 CITIZENSHIP OR PLACE OF ORGANIZATION Kansas 7 SOLE VOTING POWER NUMBER OF None SHARES 8 SHARED VOTING POWER BENEFICIALLY None OWNED BY 9 SOLE DISPOSITIVE POWER EACH None REPORTING 10 SHARED DISPOSITIVE POWER PERSON None WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] N/A 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) None 14 TYPE OF REPORTING PERSON* CO HC
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SCHEDULE 13D CUSIP NO. 771758 10 9 1 NAME OF REPORTING PERSON S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON Centel Corporation I.R.S. Identification No. 48-0498479 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ] (B) [ ] N/A 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) and 2(E) [ ] N/A 6 CITIZENSHIP OR PLACE OF ORGANIZATION Kansas 7 SOLE VOTING POWER NUMBER OF None SHARES 8 SHARED VOTING POWER BENEFICIALLY None OWNED BY 9 SOLE DISPOSITIVE POWER EACH None REPORTING 10 SHARED DISPOSITIVE POWER PERSON None WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] N/A 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) None 14 TYPE OF REPORTING PERSON* CO HC
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SCHEDULE 13D CUSIP NO. 771758 10 9 1 NAME OF REPORTING PERSON S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON C FON Corporation I.R.S. Identification No. 51-0351474 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ] (B) [ ] N/A 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) and 2(E) [ ] N/A 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF None SHARES 8 SHARED VOTING POWER BENEFICIALLY None OWNED BY 9 SOLE DISPOSITIVE POWER EACH None REPORTING 10 SHARED DISPOSITIVE POWER PERSON None WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] N/A 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) None 14 TYPE OF REPORTING PERSON* CO
5 This Amendment No. 2 (the "Amendment") relates to the Statement on Schedule 13D filed by Centel Corporation, a Kansas corporation ("Centel") on January 30, 1991 (the "13D") and Amendment No. 1 to the 13D filed by Centel on August 10, 1991 ("Amendment No. 1") (the 13D and Amendment No. 1 are collectively referred to herein as the "Schedule") with regard to the beneficial ownership of shares of Common Stock (as defined in Item 1 below) of Rochester Telephone Corporation. Item 1. Security and Issuer The title of the class of equity securities to which this Amendment relates is common stock, par value $1.00 per share (the "Common Stock"), of Rochester Telephone Corporation, a New York corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 180 South Clinton Avenue, Rochester, New York 14646-0700. Item 2. Identity and Background. Pursuant to the terms of an Agreement and Plan of Merger dated as of May 27, 1992, as amended, among Sprint Corporation, a Kansas corporation ("Sprint"), Centel and F W Sub Inc., Centel became a wholly-owned subsidiary of Sprint effective as of March 9, 1993. This Amendment is filed on behalf of (1) Sprint, the parent corporation of Centel, with its principal place of business and principal office located at 2330 Shawnee Mission Parkway, Westwood, Kansas 66205, (2) Centel, a wholly owned subsidiary of Sprint, with its principal place of business and principal office located at 2330 Shawnee Mission Parkway, Westwood, Kansas 66205 and (3) C FON Corporation, a Delaware corporation and a wholly owned subsidiary of Centel ("C FON"), with its sole place of business located at 2500 West 4th Street, Wilmington, Delaware 19805. Sprint is a diversified telecommunications holding company which owns subsidiaries which provide local exchange, cellular/wireless and domestic and international long-distance telecommunications services. Centel owns subsidiaries which provide local exchange and other telecommunications services. C FON was formed by Centel on August 27, 1993 and is an investment management company which engages in the maintenance and management of intangible assets. Each of Sprint, Centel and C FON has executed a Joint Filing Agreement consenting to the joint filing by them of this Amendment. Such Joint Filing Agreement is filed as Exhibit 6 to this Amendment and is incorporated herein by reference. (a) - (c), (f) The following tables set forth the name, title, business address and present principal occupation for each of the executive officers and directors of Sprint, Centel and C FON. All are citizens of the United States. 6
DIRECTORS OF SPRINT Name Principal Occupation DuBose Ausley President of Ausley, McMullen, McGehee, Carothers and and Proctor, P.A., a law firm Warren L. Batts Chairman and CEO, Premark International, Inc., a diversified consumer products company Ruth M. Davis President and CEO, The Pymatuning Group, Inc. a technology management services company Joseph L. Dionne Chairman and CEO, McGraw-Hill, Inc., a publisher William T. Esrey Chairman and CEO of Sprint Donald J. Hall Chairman, Hallmark Cards, Inc., manufacturer of greeting cards Paul H. Henson Chairman, Kansas City Southern Industries, Inc., a railroad and financial services holding company Harold S. Hook Chairman and CEO, American General Corporation, a financial services holding corporation Robert E.R. Huntley Counsel to Hunton & Williams, a law firm George N. Hutton, Jr. Private investor Ronald T. LeMay President - Long Distance Division of Sprint Linda Koch Lorimer Secretary of the University, Yale University Charles H. Price II Chairman of the Board, Mercantile Bank of Kansas City Frank E. Reed President and CEO, Philadelphia National Bank Charles E. Rice Chairman and CEO, Barnett Banks, Inc., a bank holding company Stewart Turley Chairman, President and CEO, Jack Eckerd Corporation, a diversified retailer Business Address Ausley, McMullen, McGehee, Carothers and Proctor, P.A. Washington Square Building P.O. Box 391 Tallahassee, FL 32302 Premark International, Inc. 1717 Deerfield Road Deerfield, IL 60015 The Pymatuning Group, Inc. Suite 570 4900 Seminary Road Alexandria, VA 22311 McGraw-Hill, Inc. 1221 Avenue of the Americas New York, NY 10020 Sprint Corporation P.O. Box 11315 Kansas City, MO 64112 Hallmark Cards, Inc. P.O. Box 419580 Kansas City, MO 64141-6508 Sprint Corporation Suite 210 4200 Somerset Prairie Village, KS 66208 American General Corporation P.O. Box 3247 Houston, TX 77253 Hunton & Williams Riverfront Plaza - East Terrace 17th Floor 951 East Byrd Street Richmond, VA 23219 George N. Hutton Company P.O. Box 158 Hickory, NC 28603 Sprint Corporation P.O. Box 11315 Kansas City, MO 64112 Office of the Secretary Yale University P.O. Box 208230 New Haven, CT 06520 Mercantile Bank of Kansas City Suite 300 One West Armour Boulevard Kansas City, MO 64111 Philadelphia National Bank FC 1-1-2-2 P.O. Box 7618 Philadelphia, PA 19101-7618 Barnett Banks, Inc. P.O. Box 40789 Jacksonville, FL 32203-0789 Jack Eckerd Corporation P.O. Box 4689 Clearwater, FL 34618
EXECUTIVE OFFICERS OF SPRINT WHO ARE NOT ALSO DIRECTORS Name Title Dennis E. Foster President-Cellular and Wireless Division D. Wayne Peterson President-Local Telecommunications Division J. Richard Devlin Executive Vice President-Law and External Affairs Arthur B. Krause Executive Vice President-Chief Financial Officer Gene M. Betts Senior Vice President-Financial Services and Taxes John R. Hoffman Senior Vice President-External Affairs A. Allan Kurtze Senior Vice President-Operations, Local Telecommunications Division John P. Meyer Senior Vice President and Controller Theodore H. Schell Senior Vice President-Strategic Planning/ Business Development Richard C. Smith, Jr. Senior Vice President-Quality Development and Public Relations M. Jeannine Strandjord Senior Vice President and Treasurer I. Benjamin Watson Senior Vice President-Human Resources Don A. Jensen Vice President and Secretary Business Address Sprint Cellular Company 8725 Higgins Road Chicago, IL 60631 Sprint Corporation P.O. Box 11315 Kansas City, MO 64112 Sprint Corporation P.O. Box 11315 Kansas City, MO 64112 Sprint Corporation P.O. Box 11315 Kansas City, MO 64112 Sprint Corporation P.O. Box 11315 Kansas City, MO 64112 Sprint Corporation P.O. Box 11315 Kansas City, MO 64112 Sprint Corporation P.O. Box 11315 Kansas City, MO 64112 Sprint Corporation P.O. Box 11315 Kansas City, MO 64112 Sprint Corporation P.O. Box 11315 Kansas City, MO 64112 Sprint Corporation P.O. Box 11315 Kansas City, MO 64112 Sprint Corporation P.O. Box 11315 Kansas City, MO 64112 Sprint Corporation P.O. Box 11315 Kansas City, MO 64112 Sprint Corporation P.O. Box 11315 Kansas City, MO 64112
DIRECTORS AND EXECUTIVE OFFICERS OF CENTEL Name Title Principal Occupation William T. Esrey President Chairman and CEO of Sprint J. Richard Devlin Director and Executive Executive Vice President-Law Vice President and External Affairs of Sprint Arthur B. Krause Director and Executive Executive Vice President-Chief Vice President Financial Officer of Sprint John P. Meyer Senior Vice President- Senior Vice President and Controller Controller of Sprint M. Jeannine Strandjord Senior Vice President- Senior Vice President and Treasurer Treasurer of Sprint A. Allan Kurtze Senior Vice President Senior Vice President- Operations, Local Telecommunications Division of Sprint Don A. Jensen Director, Vice Vice President and Secretary President and Secretary of Sprint Business Address Sprint Corporation P.O. Box 11315 Kansas City, MO 64112 Sprint Corporation P.O. Box 11315 Kansas City, MO 64112 Sprint Corporation P.O. Box 11315 Kansas City, MO 64112 Sprint Corporation P.O. Box 11315 Kansas City, MO 64112 Sprint Corporation P.O. Box 11315 Kansas City, MO 64112 Sprint Corporation P.O. Box 11315 Kansas City, MO 64112 Sprint Corporation P.O. Box 11315 Kansas City, MO 64112
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DIRECTORS AND EXECUTIVE OFFICERS OF C FON Name Title Principal Occupation Mark V. Beshears Director Assistant Vice President-State and Local Tax of Sprint Robert C. Campbell Director President and general manager of various corporations Andrew Panaccione President and Accountant for various Treasurer corporations Roseanne Brown Vice President and Administrative assistant for Secretary corporations Daniel E. Doherty Director and Assistant Attorney, Sprint Secretary Business Address Sprint Corporation P.O. Box 11315 Kansas City, MO 64112 5 West 8th Street Wilmington, DE 19808 4th Street Plaza, Suite 11 2500 West 4th Street Wilmington, DE 19805 4th Street Plaza, Suite 11 2500 West 4th Street Wilmington, DE 19805 Sprint Corporation P.O. Box 11315 Kansas City, MO 64112
(d) None of Sprint, Centel or C FON has been convicted in a criminal proceeding during the last five years (excluding traffic violations and similar misdemeanors). To the best knowledge of Sprint, Centel and C FON, none of the executive officers or directors of Sprint, Centel or C FON has been convicted in a criminal proceeding during the last five years (excluding traffic violations and similar misdemeanors). (e) During the last five years, none of Sprint, Centel or C FON has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which Sprint, Centel or C FON was or is subject to a judgment, decree, or final order enjoining future violation of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. To the best knowledge of Sprint, Centel and C FON, during the past five years, none of the executive officers or directors of Sprint, Centel or C FON has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any of them was or is subject to a judgment, decree, or final order enjoining future violation of, or prohibiting or mandating activities subject to, federal or states securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. N/A 10 Item 4. Purpose of Transaction. Pursuant to the terms of a Securities Agreement, dated as of June 30, 1991, between Centel and the Issuer, a copy of which was filed as Exhibit 5 to the Schedule, the Issuer filed with the Securities and Exchange Commission Registration Statements on Form S-3, Nos. 33-40824 and 33-51601, as amended (the "Registration Statements"). C FON is named as a Selling Stockholder in the Prospectus to the Registration Statements (the "Prospectus"). On February 15, 1994 (the "Closing Date"), all 2,885,000 shares of the Common Stock of the Issuer which are the subject of the Schedule (the "Shares") were sold in a public offering pursuant to the terms of the Prospectus (the "Sale"). The proceeds to C FON from the Sale (after deducting the underwriting discount) were $117,708,000. As of the Closing Date, none of Sprint, Centel or C FON beneficially owns any shares of the Common Stock of the Issuer. None of Sprint, Centel or C FON have any current plans or proposals which relate to or would result in any actions enumerated in the text of Item 4. Item 5. Interest in Securities of the Issuer. a) As of February 15, 1994, none of Sprint, Centel or C FON beneficially owns any shares of the Common Stock of the Issuer. As of December 31, 1993, Frank E. Reed, a director of Sprint, owned 1,000 shares of the Common Stock of the Issuer (the "Reed Shares"). None of Sprint, Centel or C FON claims any beneficial ownership in the Reed Shares. To the best knowledge of Sprint, Centel and C FON, none of the other executive officers or directors of Sprint, Centel or C FON beneficially owns any shares of the Common Stock of the Issuer. b) Mr. Reed has the sole power to vote and dispose of the Reed Shares. c) On December 17, 1993, Centel transferred the Shares to C FON, a wholly-owned subsidiary of Centel. On February 15, 1994, C FON sold the Shares in an underwritten public offering on the terms and conditions described in the answer to Item 4 provided above. d) To the best knowledge of Sprint, Centel and C FON, no other person has the right to receive or the power to direct the receipt of the proceeds from the Sale. e) As of February 15, 1994, none of Sprint, Centel or C FON was the beneficial owner of more than five percent of the Common Stock of the Issuer. 11 Item 6. Contracts, Arrangements, Understandings, or Relationships with respect to Securities of the Issuer. None. Item 7. Material to be Filed as Exhibits. 6. Joint Filing Agreement, dated February 15, 1994, among Sprint, Centel and C FON. 12 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 16, 1994 SPRINT CORPORATION By:/s/ Don A. Jensen Don A. Jensen Vice President and Secretary 13 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 16, 1994 CENTEL CORPORATION By:/s/ Don A. Jensen Don A. Jensen Vice President and Secretary 14 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 16, 1994 C FON CORPORATION By:/s/ Andrew Panaccione Name:Andrew T. Panaccione Title:President 15 INDEX TO EXHIBITS Exhibit Exhibit Page No. 6 Joint Filing Agreement, dated February 15, 16 1994, amount Sprint Corporation, Centel Corporation and C FON Corporation EX-6 2 JOINT FILING AGREEMENT 1 EXHIBIT 6 JOINT FILING AGREEMENT The undersigned (each, a "Filer" and collectively, the "Filers") for purposes of filing an Amendment to a Schedule 13D pursuant to Securities and Exchange Commission Rule 13d-1(f)(i) each hereby agree: (a) each Filer is individually responsible for the timely filing of any further amendments to the Schedule 13D, and for the completeness and accuracy of the information concerning themselves, but is not responsible for the completeness and accuracy of any of the information contained in the Schedule 13D, as amended, as to any other Filer, unless such Filer knows or has reason to believe that the information is inaccurate; (b) this Schedule 13D, as amended, contains the required information with regard to each Filer and indicates that it is filed on behalf of all Filers; (c) each Filer agrees that the Schedule 13D, as amended, to which this Joint Filing Agreement is attached as Exhibit 6 is filed on its behalf ; and (d) this Joint Filing Agreement may be executed in counterparts. Dated: February 15, 1994 SPRINT CORPORATION By:/s/ Don A. Jensen Don A. Jensen Vice President and Secretary CENTEL CORPORATION By:/s/ Don A. Jensen Don A. Jensen Vice President and Secretary C FON CORPORATION By:/s/ Andrew Panaccione Name:Andrew T. Panaccione Title:President -----END PRIVACY-ENHANCED MESSAGE-----