-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BbRhLoIq74zmkcE//QDcyOgMu9Eq0NwbKFb9f+xp5XqrkNg+AuVa3KA8o1WyFCPL C3LlrmG5Eh2u7pep0Dzmuw== 0001116679-05-001681.txt : 20050627 0001116679-05-001681.hdr.sgml : 20050627 20050627170740 ACCESSION NUMBER: 0001116679-05-001681 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050624 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050627 DATE AS OF CHANGE: 20050627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FAIRPOINT COMMUNICATIONS INC CENTRAL INDEX KEY: 0001062613 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 133725229 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32408 FILM NUMBER: 05918103 BUSINESS ADDRESS: STREET 1: 521 EAST MOREHEAD ST STREET 2: STE 250 CITY: CHARLOTTE STATE: NC ZIP: 28202 BUSINESS PHONE: 7043448150 FORMER COMPANY: FORMER CONFORMED NAME: MJD COMMUNICATIONS INC DATE OF NAME CHANGE: 19980527 8-K 1 fair8k-062705.txt ---------------------------- OMB APPROVAL ---------------------------- OMB Number: 3235-0060 Expires: March 31, 2006 Estimated average burden hours per response...28.00 ---------------------------- 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) June 24, 2005 --------------------- FairPoint Communications, Inc. ---------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 333-56365 13-3725229 - ---------------------------- -------------------------- ------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 521 East Morehead Street, Suite 250, Charlotte, North Carolina 28202 ----------------------------------- ------------------ (Address of principal executive (Zip Code) offices) 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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 5.02 - Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. Effective June 24, 2005, Walter E. Leach, Jr., FairPoint Communications, Inc.'s (the "Company") current Executive Vice President and Chief Financial Officer, was appointed the Company's Executive Vice President, Corporate Development, and will cease to serve as the Company's Chief Financial Officer. In addition, effective June 24, 2005, John P. Crowley, the Company's current Executive Vice President, Finance and Treasurer, was appointed the Company's Executive Vice President and Chief Financial Officer. Mr. Crowley is fifty years old. Mr. Crowley joined the Company in May 2005 as the Company's Executive Vice President, Finance and Treasurer. From 2000 to 2004, Mr. Crowley was an independent consultant in telecommunications investment banking, serving clients in Europe and the United States. From 1999 to 2000, Mr. Crowley was a Director in corporate finance at PricewaterhouseCoopers, and from 1996 to 1999, he was a Managing Director of investment banking at BT/Alex Brown and its predecessor company. In a Current Report on Form 8-K filed with the Securities and Exchange Commission on May 24, 2005 (the "May 8-K"), the Company reported that it had entered into a letter agreement (the "Letter Agreement") with Mr. Crowley in connection with his employment with the Company. A summary of the Letter Agreement is contained in the May 8-K and the Letter Agreement is filed as an exhibit thereto. Item 8.01 - Other Events On June 27, 2005, the Company issued a press release entitled "FairPoint Promotes Executives to Enhance Strategic Objectives." A copy of the press release is being furnished by being attached hereto as Exhibit 99.1. Item 9.01 - Financial Statements and Exhibits (c) Exhibits Exhibit Number Description -------------- ----------- 99.1 Press Release dated June 27, 2005. 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: June 27, 2005 EX-99 2 ex99-1.txt EX. 99.1: PRESS RELEASE EXHIBIT 99.1 [FAIRPOINT COMMUNICATIONS, INC. LOGO] FOR IMMEDIATE RELEASE Investor Contact Media Contact John P. Crowley Jennifer Sharpe jcrowley@fairpoint.com jsharpe@fairpoint.com - ---------------------- --------------------- 704-227-3653 704-227-3629 FAIRPOINT PROMOTES EXECUTIVES TO ENHANCE STRATEGIC OBJECTIVES CHARLOTTE, North Carolina, June 27, 2005 - FairPoint Communications, Inc. (NYSE: FRP) today announced that Walter E. Leach, Jr. has been appointed as the company's Executive Vice President, Corporate Development. John P. Crowley will assume the role of Executive Vice President and Chief Financial Officer. "Our acquisition goals are just as important to our strategic objectives as marketing and efficient operations, and we are excited that Mr. Leach will now be dedicated to managing this main strategic objective," said Gene Johnson, FairPoint's Chairman and Chief Executive Officer. "Mr. Leach's years of experience with corporate development and finance, and his extensive knowledge of FairPoint and its mission, will contribute significantly to the future performance of our business." Johnson continued, "Mr. Crowley joined FairPoint in May 2005 as Executive Vice President, Finance and Treasurer. In his role as Chief Financial Officer, Mr. Crowley brings the financial training, knowledge and experience needed to manage FairPoint's careful cost control initiatives and our new, strengthened capital structure. He will help continue FairPoint's focus on key growth areas." Walter Leach joined FairPoint in October 1994 as the company's Chief Financial Officer. Prior to that, he spent 10 years at Independent Hydro Developers as Executive Vice President, responsible for project acquisition, financing and development activities. From 1980 to 1984, he was Vice President, Investor Relations for The Pillsbury Company and served as Treasurer, Assistant Treasurer, and Controller for Burger King Corporation. Mr. Crowley has extensive experience in finance and in the telecommunications industry. From 2000 to 2004, Mr. Crowley was an independent consultant in telecommunications investment banking, serving clients in Europe and the US. From 1999 to 2000, he was a Director in corporate finance at PricewaterhouseCoopers, and from 1996 to 1999, Mr. Crowley was a Managing Director in investment banking at BT / Alex. Brown and its predecessor company. Previously he was active in telecommunications finance both as a principal and in banking. EXHIBIT 99.1 About FairPoint Communications FairPoint is a leading provider of communications services to rural communities across the country. Incorporated in 1991, FairPoint's mission is to acquire and operate telecommunications companies that set the standard of excellence for the delivery of service to rural communities. Today, FairPoint owns and operates 27 rural local exchange companies (RLECs) located in 17 states. FairPoint serves customers with approximately 276,167 access line equivalents (voice access lines and high speed data lines, which include DSL, cable modem and wireless broadband) as of March 31, 2005 and offers an array of services, including local and long distance voice, data, Internet and broadband offerings. This press release may contain forward-looking statements that are not based on historical fact, including without limitation, statements containing the words "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "indicated" and similar expressions. 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 in FairPoint's Annual Report on Form 10-K on file with the Securities and Exchange Commission. 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. Source: FairPoint Communications, Inc. www.fairpoint.com -----END PRIVACY-ENHANCED MESSAGE-----