425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  March 5, 2008

FairPoint Communications, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-32408	13-3725229
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
521 East Morehead Street,
Suite 250,
Charlotte, North Carolina		28202
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code  (704) 344-8150

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 – Regulation FD Disclosure

On March 5, 2008, the Board of Directors of FairPoint Communications, Inc. (the “Company”) declared a contingent dividend of $0.39781 per share (the “Dividend”) on the Company’s common stock, par value $.01 per share. The Dividend will be payable on April 16, 2008 to stockholders of record at the close of business on March 30, 2008 only if the Company’s merger (the “Merger”) with Northern New England Spinco Inc. (“Spinco”), a subsidiary of Verizon Communications Inc. (“Verizon”), closes on March 31, 2008.

Item 8.01 – Other Events.

On March 5, 2008, the Company issued a press release announcing the Dividend. A copy of the press release is being furnished by being attached hereto as Exhibit 99.1.

On March 6, 2008, the Company issued a press release announcing that the Company had extended the employment of its Chief Executive Officer, Eugene B. Johnson, for one year.  A copy of the press release is being furnished by being attached hereto as Exhibit 99.2.

In connection with the Merger, the Company has previously disclosed that it and Spinco intend to enter into a new $2.03 billion senior secured credit facility, a portion of which would consist of a delayed draw term loan facility in the amount of $200 million (the “New Delayed Draw Term Loan”).  The Company has disclosed that it expected that it would borrow at least $110 million under the New Delayed Draw Term Loan during the one-year period following the closing of the Merger to fund certain capital expenditures and other expenses associated with the Merger.   The Company currently expects that it will borrow at least $150 million under the New Delayed Draw Term Loan during the one-year period following the closing of the Merger rather than the previously disclosed $110 million.

The Company has filed, and the Securities and Exchange Commission (“SEC”) has declared effective, a registration statement in connection with the Merger.  The Company urges investors to read this document 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, 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.

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.

Item 9.01 – Financial Statements and Exhibits

(c) Exhibits

2

Exhibit Number	Description
99.1	Press Release dated March 5, 2008.
99.2	Press Release dated March 6, 2008.

The information in this Current Report, including the exhibits attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section.  The information in this Current Report, including the exhibits attached hereto, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FAIRPOINT COMMUNICATIONS, INC.
	By:	/s/ John P. Crowley
		Name:  John P. Crowley
		Title:    Executive Vice President and Chief Financial Officer
Date: March 5, 2008

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EX-99.1

EXHIBIT 99.1

Investor Contact:	Brett Ellis
	(866) 377-3747
	bellis@fairpoint.com
Media Contact:	Rose Cummings
	(704) 602-7304
	rcummings@fairpoint.com

FAIRPOINT COMMUNICATIONS DECLARES

CONTINGENT FIRST QUARTER DIVIDEND

CHARLOTTE, N.C. (PR NEWSWIRE) – March 5, 2008 – The Board of Directors of FairPoint Communications, Inc. (NYSE: FRP) today declared a contingent dividend of $0.39781 per share on FairPoint’s common stock.  This dividend will be payable on April 16, 2008 to stockholders of record at the close of business on March 30, 2008 only if FairPoint’s merger (the “Merger”) with Northern New England Spinco Inc. (“Spinco”), a subsidiary of Verizon Communications Inc. (“Verizon”), closes on March 31, 2008.  Pursuant to the terms of FairPoint’s credit facility, as amended, FairPoint will not be permitted to pay this dividend if the Merger does not close on March 31, 2008.

FairPoint has been advised by the New York Stock Exchange that beginning on or about March 5, 2008 and continuing through the anticipated closing date of the Merger, there will be two markets in FairPoint common stock on the NYSE:  a “regular way” market (trading under the symbol “FRP”) and a “when issued” market (trading under the symbol “FRP wi”).  If FairPoint pays the contingent dividend described herein, Verizon stockholders who receive shares of FairPoint common stock in the Merger and purchasers of FairPoint common stock in the FairPoint when issued market will not be entitled to receive this dividend.

About FairPoint

FairPoint Communications, Inc. is an industry leading provider of communications services to rural and small urban communities across the country. Today, FairPoint owns and operates 30 local exchange companies in 18 states offering advanced

communications with a personal touch including local and long distance voice, data, Internet, video and broadband services. FairPoint is traded on the New York Stock Exchange under the symbol FRP.  Learn more at www.fairpoint.com.

This press release may contain forward-looking statements by FairPoint that are not based on historical fact, including, without limitation, statements containing the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions and statements. 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 FairPoint’s filings with the Securities and Exchange Commission (“SEC”), including, without limitation, the risks described in FairPoint’s most recent Annual Report on Form 10-K on file with the SEC.  These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements.  All information is current as of the date this press release is issued, and FairPoint undertakes no duty to update this information.

FairPoint has filed, and the SEC has declared effective, a registration statement in connection with the proposed Merger.  FairPoint urges investors to read this document and other materials filed and to be filed by FairPoint relating to the proposed Merger because they contain and will contain important information.  Investors can obtain copies of the registration statement, as well as other filed documents containing information about FairPoint and the proposed Merger, at www.sec.gov, the SEC’s website. Investors may also obtain free copies of these documents and FairPoint’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.

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.

SOURCE:               FairPoint Communications, Inc. (www.fairpoint.com)

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EX-99.2

Exhibit 99.2

Investor Contact:	Brett Ellis
	(866) 377-3747
	bellis@fairpoint.com
Media Contact:	Rose Cummings
	(704) 602-7304
	rcummings@fairpoint.com

FAIRPOINT COMMUNICATIONS BOARD OF DIRECTORS EXTENDS CEO’S
EMPLOYMENT

CHARLOTTE, N.C. (PR NEWSWIRE) — March 6, 2008 — The Board of Directors of FairPoint Communications, Inc. (NYSE: FRP) decided to extend the employment of Eugene B. Johnson as chief executive officer of FairPoint Communications for an additional year.  The current employment agreement expires December 31, 2008. The extension of Johnson’s employment is subject to the execution of a mutually agreeable employment agreement between Johnson and FairPoint, which is being negotiated.

Johnson has been CEO of FairPoint Communications since January 2002 and previously served as chief development officer.  Johnson is the co-founder of FairPoint Communications and also serves as chairman of the Board of Directors.

“I am thrilled the Board of Directors has shown confidence in my abilities as CEO and I’m ready to lead FairPoint into its next chapter as we finalize our acquisition of Verizon’s wireline operations in northern New England,” said Johnson.

About FairPoint

FairPoint Communications, Inc. is an industry leading provider of communications services to rural and small urban communities across the country. Today, FairPoint owns and operates 30 local exchange companies in 18 states offering advanced communications with a personal touch including local and long distance voice, data, Internet, video and broadband services. FairPoint is traded on the New York Stock Exchange under the symbol FRP.  Learn more at www.fairpoint.com.

This press release may contain forward-looking statements by FairPoint that are not based on historical fact, including, without limitation, statements containing the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions and statements. 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 FairPoint’s filings with the Securities and Exchange Commission (“SEC”), including, without limitation, the risks described in FairPoint’s most recent Annual Report on Form 10-K on file with the SEC.  These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-

looking statements.  All information is current as of the date this press release is issued, and FairPoint undertakes no duty to update this information.

FairPoint has filed, and the SEC has declared effective, a registration statement in connection with the proposed Merger.  FairPoint urges investors to read this document and other materials filed and to be filed by FairPoint relating to the proposed Merger because they contain and will contain important information.  Investors can obtain copies of the registration statement, as well as other filed documents containing information about FairPoint and the proposed Merger, at www.sec.gov, the SEC’s website. Investors may also obtain free copies of these documents and FairPoint’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.

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.

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