form425.htm
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
Registration
Statement No. 333-160789
The
following email message was sent by Maggie Wilderotter and Dan McCarthy to all
Frontier employees in West Virginia on October 20, 2009:
Dear
Teammate,
You’ve
been reading and hearing a lot over the last few weeks about Frontier’s
agreement to acquire Verizon assets. Since the deal was announced on
May 13, 2009, we have kept focused on doing all the things that need to be done
to assure a smooth transition. But in many areas of West Virginia,
the gloves have come off and a lot of lies and untruths about Frontier are being
repeated. Employees have written to Dan and me:
“Enough! When are you going to set the record straight about what is
true?” Good for them – a time comes when you have to say “No
more.”
First, no
matter what you read, this transaction is good for all Frontier employees,
including you. It gives us the scale to compete better. It
will increase our share of the market in West Virginia and help secure and grow
jobs at a time when the unemployment rate is the highest in more than 25
years.
Second,
Frontier wants to expand broadband technology to all West
Virginians. That’s vital to educating children and improving access
to medical and financial resources. Broadband is a competitive
advantage! We want to take what you’ve done and extend it so that new
customers can enjoy 92% broadband availability.
Third, we
will be an important part of all of our communities in West
Virginia. Our new customers will have general managers who live, work
and support their local markets.
Fourth,
the union loves to use the word “greed” when describing this deal. They are
angry that Verizon wants to sell its landlines and other assets in West
Virginia. Their issue is with Verizon, not
Frontier. Frontier has agreed to a transaction that will dramatically
increase our size and reduce our debt in relation to the revenue we will
gain. We have a strong management team and great
employees. We can do this deal. If we couldn’t, we would
have done a lot of smaller ones instead. But we are ready, willing
and able, financially and otherwise, to do this deal.
Finally,
don’t be misled by union blasts that are paid for with your hard-earned dues.
Big, expensive ads don’t make something true. Don’t go negative – be
positive that Frontier is good for West Virginia!
West
Virginia’s motto is Mountaineers Always Free, and we are confident that you will
use your independence and proud history to set the record straight when people
try to tear down all the hard work and effort you’ve put into your
state. Frontier wants to be in West Virginia, invest in it and help
it grow. That’s a goal we should all celebrate.
Thank you
again for all you do each day for our customers in West Virginia. Many of our
customers are speaking out in favor of the transaction. We hope all of you will
get vocal in your support of this deal too.
Sincerely,
Maggie
Wilderotter |
Dan
McCarthy |
Chairman and
CEO |
Executive Vice
President and COO |
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 failure of our stockholders to approve 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; further 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 (which will increase in 2009) 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 do not intend to update or revise these
forward-looking statements to reflect the occurrence of future events or
circumstances.
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. Frontier
began mailing the definitive prospectus/proxy statement to its shareholders on
September 21, 2009. 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
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 Frontier is set forth
in the definitive prospectus/proxy statement referred to above. Investors may
obtain additional information regarding the interests of such participants in
the proposed transactions by reading the definitive prospectus/proxy statement
and other relevant materials filed with the SEC.