Filed by
Frontier Communications Corporation
Pursuant
to Rule 425 under the Securities Act of 1933
Under the
Securities Exchange Act of 1934
Subject
Company: Frontier Communications Corporation
Registration
Statement No. 333-160789
main about us newsroom take action Bring broadband to West Virginia!
BROADBAND West Virginia Take Action Now! GET WEST VIRGINIA IN THE DIGITAL FAST
LANE. FASTER. Major investments to deliver next generation of broadband Read
MoreTake Action Now! We need your help to bring broadband to West Virginia.
Verizon has decided to pursue a different strategic focus in its landline
business - a focus that includes its broadband data and video services in more
densely populated areas, wireless and global IP services. At the same time,
Frontier Communications has made expanding broadband services to communities
like ours an important part of its strategic focus. Help get West Virginia into
the digital fast lane...faster. Take Action Now! A message from Frontier
Communications CEO Maggie Wilderotter Frontier Communications is a trusted name
in the communications industry, one that has earned the loyalty of our employees
and customers and the respect of the financial and investment community. Right
now we’re dedicated to bringing next-generation broadband Internet services to
several hundred thousand new customers currently served by Verizon in West
Virginia. Maggie Wilderotter © 2009 Broadband West Virginia, a Project of
Frontier Communications | Privacy policy
main about us newsroom take action Take Action Now! BROADBAND West
Virginia a project of Frontier Communications GET WEST VIRGINIA IN THE DIGITAL
FAST LANE. FASTER. A message from Frontier Communications CEO Maggie Wilderotter
Frontier Communications is a trusted name in the communications industry, one
that has earned the loyalty of our employees and customers and the respect of
the financial and investment community. Right now we’re dedicated to bringing
next-generation broadband Internet services to several hundred thousand new
customers currently served by Verizon in West Virginia As a two
billion-dollar company with experience throughout the United States, Frontier
has the size and skill to turn our commitment into reality. Today we are the
second largest telecommunications company in West Virginia. Nationally, Frontier
provides a great portfolio of communications services to more than two million
customers in 24 states. We are financially strong and ready, willing and able to
deliver the services that will benefit the Mountain State. Our workforce is
entirely U.S. based, and we offer a program that allows eligible employees to
work from home at hours that meet their needs. Over the past quarter century,
our entire industry has undergone massive change. And while Frontier has changed
with it, one thing has stayed the same – our desire to focus upon expanding
communications, especially broadband, in rural areas and small and medium-size
towns and cities in states like West Virginia. We’ve already made broadband
available to more than 92 percent of our current customers. By way of
comparison, broadband is available to only about 60 percent of Verizon
customers. We offer download speeds of one to 10 megabits per second (Mbps),
depending on technical limitations and customer requirements. Verizon’s fastest
download speed today is seven Mbps, and that’s only in limited areas. Frontier
wants to hit the accelerator and give you the broadband availability, speed and
reach you need and deserve. Of course, high speeds and wide coverage aren’t
worth much if you can’t access them. That’s one reason we developed Frontier’s
“Free Ride” program. Through it, we’ve provided more than 85,000 free computers
to Frontier high-speed Internet customers – more than 12,000 in West Virginia
alone. High-speed broadband and innovative marketing programs are a winning
combination that enable customers to connect to the Internet. Frontier wants to
help every town or village – no matter how small or how far off the beaten path
– be part of the Information Age. Every child, every student, every
businessperson can and should be involved in global commerce and the worldwide
exchange of ideas. This is a compelling and truly transformational transaction
for Frontier and will be great for the people of West Virginia. Small wonder
that the longtime head of West Virginia’s consumer advocate division predicted
that Frontier will enhance “the quality of life and economic prospects of the
entire state.” We can’t wait to welcome customers to a new Frontier. Maggie
Wilderotter Back to Top © 2009 Broadband West Virginia, a Project of Frontier
Communications | Privacy policy
main about us newsroom take action Take Action Now! BROADBAND West
Virginia a project of Frontier Communications GET WEST VIRGINIA IN THE DIGITAL
FAST LANE. FASTER. Broadband West Virginia News WOWK-TV Decision Makers,
November 8, 2009 Ken Arndt with Frontier Communications, Part I Ken Arndt with
Frontier Communications, Part II Charleston Daily Mail, November 5, 2009
Frontier seems quite up to serving the state View our latest print ad
highlighting Frontier’s commitment to West Virginia’s broadband future. View
PDF Get the truth about the Frontier-Verizon transaction in West
Virginia. View PDF Frontier will put West Virginia in the digital fast lane.
Play the audio file Major investments to deliver Next generation of broadband
Back to Top © 2009 Broadband West Virginia, a Project of Frontier Communications
| Privacy policy
main about us
newsroom take action Take Action Now! BROADBAND West Virginia a project of
Frontier Communications GET WEST VIRGINIA IN THE DIGITAL FAST LANE. FASTER. Take
Action to Bring Broadband to West Virginia We need your help to expand broadband
in West Virginia. Frontier Communications has made expanding broadband services
to communities like ours an important part of its strategic focus. Help get West
Virginia on the digital fast lane...faster. Home Elected Officials Election
Legislative Alerts and Updates Current Legislation Key Votes Capitol Hill Basics
Action Alert ACTION ALERT Bring Broadband to West Virginia The past year clearly
demonstrated that we now live in a tightly interconnected, global economy. To
thrive in a marketplace where information circles the globe with the speed of
light, we need Information Age tools-next-generation voice, broadband, and video
services. No company is more committed to providing those services to the people
of West Virginia than Frontier Communications. Since 1935, Frontier has been
meeting the communications needs of rural and medium-size communities. The
proposed transition of thousands of Verizon customers to Frontier is a win for
everyone involved. Frontier wants to make West Virginia a key strategic state in
the “New Frontier.” And its new customers will be served by a company whose
focus is providing broadband services to rural areas and small towns and cities
like those in West Virginia. Let your leaders know you want Frontier to play a
bigger role in a vibrant West Virginia. Take action below to tell them you want
broadband service from a company that wants to serve West Virginians.
Take Action 1 COMPOSE MESSAGE Message Recipients: Joe Manchin III
(D-WV), Governor Your State Upper Chamber Representatives Your State Lower
Chamber Representatives Delivery Method: Email Printed Letter Subject: Bring
Broadband to West Virginia Editable text: (edit or add your own text - 8429
characters left) We need your help to bring broadband to West Virginia. Verizon
has made it clear that it no longer wants to provide high-speed Internet
services to the small cities and rural communities that are the bedrock of our
state. At the same time, Frontier Communications has made expanding broadband
services to communities like ours an important part of its strategic focus.
Frontier is committed to West Virginia. It already serves one third of the
state. What’s more, it has pledged to locate its new Southeast Regional
headquarters in Charleston. Frontier has also promised to honor Verizon’s Tip:
Cutting-and-pasting? Save as plain text first. Your Closing: Sincerely Your
Name: 2 Sender Information This system requires that you provide your name and
contact information. This information will not be used for any purpose other
than to identify you to the recipient. Your Contact Information: Prefix
(required by some officials) First* Last* Email* Address* City*
State* West Virginia ZIP* ZIP + 4 Phone Remember Me! (what’s
this?) Sign me up for the mailing list. A copy of your message will
be sent to the e-mail address entered above. Send message (Please click only
once.) Please wait...powered by Capitol Advantage ©2009 Back to Top © 2009
Broadband West Virginia, a Project of Frontier Communications
| Privacy policy
Forward-Looking
Language
This
presentation 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.
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.