0000895813-13-000055.txt : 20130214 0000895813-13-000055.hdr.sgml : 20130214 20130214122118 ACCESSION NUMBER: 0000895813-13-000055 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LUMPKIN RICHARD ANTHONY CENTRAL INDEX KEY: 0000925184 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 121 SOUTH 17TH STREET CITY: MATTOON STATE: IL ZIP: 61938 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Consolidated Communications Holdings, Inc. CENTRAL INDEX KEY: 0001304421 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 020636095 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80886 FILM NUMBER: 13609057 BUSINESS ADDRESS: STREET 1: 121 SOUTH 17TH STREET CITY: MATTOON STATE: IL ZIP: 61938 BUSINESS PHONE: (217) 235-3311 MAIL ADDRESS: STREET 1: 121 SOUTH 17TH STREET CITY: MATTOON STATE: IL ZIP: 61938 FORMER COMPANY: FORMER CONFORMED NAME: Consolidated Communications Illinois Holdings, Inc. DATE OF NAME CHANGE: 20040927 SC 13G/A 1 x20413ga.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 7)* CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 209034107 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [X] Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. CUSIP No. 209034107 Page 2 of 8 1 NAMES OF REPORTING PERSONS: Central Illinois Telephone, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] 3 SEC USE ONLY: 4 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware | 5 SOLE VOTING POWER: NUMBER OF | 2,094,075 shares SHARES | 6 SHARED VOTING POWER: BENEFICIALLY OWNED BY | None EACH | 7 SOLE DISPOSITIVE POWER: REPORTING PERSON | 2,094,075 shares WITH: | 8 SHARED DISPOSITIVE POWER: | None 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,094,075 shares 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): Approximately 5.2%* 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): OO * Percentages used are calculated based upon 39,917,265 shares of the Issuer's common stock known by the Reporting Person to be issued and outstanding. CUSIP No. 209034107 Page 3 of 8 1 NAMES OF REPORTING PERSONS: Richard A. Lumpkin 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] 3 SEC USE ONLY: 4 CITIZENSHIP OR PLACE OF ORGANIZATION: United States | 5 SOLE VOTING POWER: NUMBER OF | 2,094,075 shares SHARES | 6 SHARED VOTING POWER: BENEFICIALLY OWNED BY | None EACH | 7 SOLE DISPOSITIVE POWER: REPORTING PERSON | 2,094,075 shares WITH: | 8 SHARED DISPOSITIVE POWER: | None 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,094,075 shares 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 5.2%* 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN * Percentages used are calculated based upon 39,917,265 shares of the Issuer's common stock known by the Reporting Person to be issued and outstanding. CUSIP No. 209034107 Page 4 of 8 ______________________________________________________________________ Item 1(a) Name of Issuer: Consolidated Communications Holdings, Inc. (the "Issuer") ______________________________________________________________________ Item 1(b) Address of Issuer's Principal Executive Offices: 121 South 17th Street Mattoon, Illinois 61938-3987 ______________________________________________________________________ Item 2(a) Name of Person Filing: Central Illinois Telephone, LLC and Richard A. Lumpkin ______________________________________________________________________ Item 2(b) Address of Principal Business Office or, if none, Residence: 121 South 17th Street Mattoon, Illinois 61938-3987 ______________________________________________________________________ Item 2(c) Citizenship: Central Illinois Telephone is a limited liability company organized under the laws of Delaware. Richard A. Lumpkin is a U.S. citizen. ______________________________________________________________________ Item 2(d) Title of Class of Securities: Common Stock, par value $0.01 per share ______________________________________________________________________ Item 2(e) CUSIP Number: 209034107 ______________________________________________________________________ CUSIP No. 209034107 Page 5 of 8 ______________________________________________________________________ Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act; (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act; (c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act; (d) [ ] Investment company registered under Section 8 of the Investment Company Act; (e) [ ] An investment adviser in accordance with Rule 13d- 1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [ ] A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); (k) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Not applicable. ______________________________________________________________________ CUSIP No. 209034107 Page 6 of 8 ______________________________________________________________________ Item 4. Ownership Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: Central Illinois Telephone, LLC ("Central Illinois Telephone"), is the record holder of 2,094,075 shares of the Issuer's common stock (the "Common Stock"). Mr. Lumpkin is the sole manager of Central Illinois Telephone and, therefore, has the sole voting and dispositive power with respect to the Common Stock. By virtue of his position as sole manager of Central Illinois Telephone, Mr. Lumpkin may be deemed to have indirect beneficial ownership of the Common Stock. Mr. Lumpkin disclaims beneficial ownership of the Common Stock except to the extent of his pecuniary interest therein. (b) Percent of class: 5.2%* (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 2,094,075 shares (ii) Shared power to vote or to direct the vote None (iii) Sole power to dispose or to direct the disposition of 2,094,075 shares (iv) Shared power to dispose or to direct the disposition of None ______________________________________________________________________ Item 5. Ownership of Five Percent or Less of a Class. Not applicable. ______________________________________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. ______________________________________________________________________ * Percentages used are calculated based upon 39,917,265 shares of the Issuer's common stock known by the Reporting Person to be issued and outstanding. CUSIP No. 209034107 Page 7 of 8 _____________________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. Not applicable. _____________________________________________________________________ Item 8. Identification and Classification of Members of the Group. Not applicable. ______________________________________________________________________ Item 9. Notice of Dissolution of Group. Not applicable. ______________________________________________________________________ Item 10. Certifications Not applicable. ______________________________________________________________________ EXHIBITS Exhibit 1 Joint Filing Agreement (incorporated by reference to Exhibit 1 to Schedule 13G filed by the Reporting Persons on February 13, 2006). CUSIP No. 209034107 Page 8 of 8 SIGNATURE 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. February 13, 2013 CENTRAL ILLINOIS TELEPHONE, LLC By: /s/ Richard A. Lumpkin --------------------------- Name: Richard A. Lumpkin Title: Manager /s/ Richard A. Lumpkin ---------------------------------- Richard A. Lumpkin, individually