8-K 1 fair8k.txt 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): September 30, 2003 FAIRPOINT COMMUNICATIONS, INC. -------------------------------------------------------------------------------- (Exact Name of Registrant as specified in its charter) Delaware 333-56365 13-3725229 ------------------------------ -------------------- -------------------------- (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 521 East Morehead Street, Suite 250, Charlotte, North Carolina 28202 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (704) 344-8150 -------------------------------------------------------------------------------- Registrant's telephone number, including area code Not Applicable -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 2. Acquisition or Disposition of Assets On September 30, 2003, MJD Services Corp. ("MJD Services"), a wholly-owned subsidiary of FairPoint Communications, Inc. (the "Company"), completed the sale (the "South Dakota Divestiture") of all of the capital stock owned by MJD Services of Union Telephone Company of Hartford, Armour Independent Telephone Co., WMW Cable TV Co. and Kadoka Telephone Co. to Golden West Telephone Properties, Inc. ("Golden West"). The sale was completed in accordance with the terms of the Purchase Agreement, dated as of May 9, 2003 (the "Purchase Agreement"), between MJD Services and Golden West. MJD Services received $24,204,000 in cash at closing, subject to certain post-closing purchase price adjustments set forth in the Purchase Agreement. The companies sold to Golden West serve approximately 4,150 access lines located in South Dakota. The proceeds from the South Dakota Divestiture together with borrowings under the Company's revolving credit facility will be used to fund certain pending acquisitions. The foregoing description is qualified in its entirety by reference to the Purchase Agreement, which was previously filed as Exhibit 2.5 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003 and is incorporated herein by reference. Pro forma financial information reflecting the estimated effects of the South Dakota Divestiture is included herein in Item 7. ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements None (b) Pro Forma Financial Information Attached hereto as Exhibit 99.1, and incorporated by reference herein, is the following pro forma financial information: Basis of Presentation Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2003 Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2002 Notes to Pro Forma Condensed Consolidated Financial Statements (c) Exhibits 2.1 Purchase Agreement, dated as of May 9, 2003, by and between MJD Services Corp. and Golden West Telephone Properties, Inc. (Incorporated herein by reference to Exhibit 2.5 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003) 99.1 Pro Forma Financial Information, including Basis of Presentation, Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2003, Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2002 and Notes to Pro Forma Condensed Consolidated Financial Statements 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: --------------------------------- Name: Walter E. Leach, Jr. Title: Senior Vice President and Chief Financial Officer Date: October 13, 2003 EXHIBIT INDEX Exhibit No. Exhibit ----------- ------- 2.1 Purchase Agreement, dated as of May 9, 2003, by and between MJD Services Corp. and Golden West Telephone Properties, Inc. (Incorporated herein by reference to Exhibit 2.5 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003) 99.1 Pro Forma Financial Information, including Basis of Presentation, Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2003, Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2002 and Notes to Pro Forma Condensed Consolidated Financial Statements