425 1 a07-20538_1425.htm 425

 

Filed by FairPoint Communications, Inc.

Pursuant to Rule 425 under the Securities Act of 1933

Subject Company: FairPoint Communications, Inc.

Commission File No. 001-32408

 

This filing relates to the Agreement and Plan of Merger, dated as of January 15, 2007, by and among FairPoint Communications, Inc. (the “Company”), Verizon Communications Inc. (“Verizon”) and Northern New England Spinco Inc. (“Spinco”), as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of April 20, 2007, Amendment No. 2 to Agreement and Plan of Merger, dated as of June 28, 2007, and Amendment No. 3 to Agreement and Plan of Merger, dated as of July 3, 2007 (as amended, the “Merger Agreement”), in each case, by and among the Company, Verizon and Spinco, pursuant to which, subject to certain conditions, the Company and Spinco will merge, with the Company as the surviving entity (the “Merger”).

 

Important Information About the Merger

 

The Company has filed, and the Securities and Exchange Commission (“SEC”) has declared effective, a registration statement, including a proxy statement, in connection with the Merger. The Company urges investors to read these documents and other materials filed and to be filed by the Company relating to the Merger because they contain and will contain important information. Investors may obtain free copies of the registration statement and proxy statement, as well as other filed documents containing information about the Company and the Merger, at www.sec.gov, the SEC’s website. Investors may also obtain free copies of these documents and the Company’s other SEC filings at www.fairpoint.com under the Investor Relations section, or by written request to FairPoint Communications, Inc., 521 E. Morehead Street, Suite 250, Charlotte, NC 28202, Attention: Investor Relations.

 

The Company and the Company’s directors, executive officers and other employees may be deemed to be participants in the solicitation of proxies from the Company’s stockholders with respect to the Merger and related transactions. Information about the Company’s directors and executive officers and other potential participants in the solicitation of proxies is available in the Company’s proxy statement for its 2007 annual meeting of shareholders, dated July 16, 2007.

 

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 of 1933, as amended (the “Securities Act”).

 

Forward-Looking Statements

 

This filing and the attached material may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended, including without limitation, statements containing the words “expects,”

 



 

“anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions and statements related to potential cost savings and synergies expected to be realized in the Merger. Because these forward-looking statements involve known and unknown risks and uncertainties, there are important factors that could cause actual results, events or developments to differ materially from those expressed or implied by these forward-looking statements. Such factors include those risks described from time to time in the Company’s filings with the SEC, including, without limitation, the risks described in the Company’s most recent Annual Report on Form 10-K/A on file with the SEC. These factors should be considered carefully and you are cautioned not to place undue reliance on such forward-looking statements. All information is current as of the date of this filing, and the Company undertakes no duty to update this information.

 

Attached as Annexes 1, 2 and 3 hereto are advertisements which were published in local newspapers in Maine, New Hampshire and Vermont beginning on July 29, 2007. The material attached as Annexes 1, 2 and 3 may be deemed soliciting material in connection with the meeting of the Company’s stockholders to be held pursuant to the Merger Agreement and a prospectus in connection with the issuance of common stock of the Company to stockholders of Spinco in the Merger.

 



 

 

 

Annex 1

 

FairPoint Means New Jobs for Maine FairPoint Communications, a leading provider of communications services to communities across the country, has plans to add up to 280 well paying jobs in the state. Connecting Maine to a Brighter Future! At FairPoint we plan to add jobs in Maine to operate the services provided today by Verizon Communications. As we grow and provide new services in the state, we have the potential to spark economic activity and indirectly create even more jobs.

FairPoint Communications Provides: • Local & Long Distance Telephone Service • Internet, Video & Data Services • Business Services Including: Centrex, Web Hosting and Conference Calling Plans • Wireless Hotspots and more  For more information, contact us at 800-400-5568 or visit www.fairpoint.com


Annex 2

 

Bringing Broadband to More New Hampshire Neighborhoods FairPoint Communications, a leading provider of communications services across the country, is committed to bringing increased broadband accessibility to the residents and businesses of New Hampshire. At FairPoint, we’re committed to investing $13.6 million to provide more broadband access in 19 New Hampshire communities and to extend broadband to new neighborhoods in approximately 55 other communities. And we’re on the record with a commitment to create 250 new jobs in New Hampshire when we begin to operate the telecommunications services Verizon provides in the state today. FairPoint Communications Provides: • Local & Long Distance Telephone Service • Calling Features  • Broadband Internet • Video & Data • Business Services Including: Centrex, Web Hosting and Conference Calling Plans • Wireless Hotspots and more Connecting New Hampshire to a Brighter Future For more information, contact us at 800-400-5568 or visit www.fairpoint.com


Annex 3

 

FairPoint Means New Jobs for Vermont FairPoint Communications, a leading provider of communications services to communities across the country, has plans to add up to 145 well paying jobs in the state. Connecting Vermont to a Brighter Future! At FairPoint we plan to add jobs in Vermont to operate the services provided today by Verizon Communications. As we grow and provide new services in the state, we have the potential to spark economic activity and indirectly create even more jobs. FairPoint Communications Provides: • Local & Long Distance Telephone Service • Internet, Video & Data Services • Business Services Including: Centrex, Web Hosting and Conference Calling Plans • Wireless Hotspots and more For more information, contact us at 800-400-5568 or visit www.fairpoint.com