-----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, Wt7nuA8sqW6ZDhilb8q3G30zjcH5FfzDwtPxZKWilnTWI4CTUNrZBcZd01fZuk55 djt9gbP9oii8m3OjqP09Ow== 0001116679-06-001981.txt : 20060818 0001116679-06-001981.hdr.sgml : 20060818 20060817174324 ACCESSION NUMBER: 0001116679-06-001981 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060817 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060818 DATE AS OF CHANGE: 20060817 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: 061041742 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 f8k-081706.htm

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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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 )

August 17, 2006

 

FairPoint Communications, Inc.

 

(Exact name of registrant as specified in its charter)

Delaware

 

333-56365

 

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):

|_|   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  8.01

Other Events.

On August 17, 2006, FairPoint Communications, Inc. (the “Company”) issued a press release entitled “FairPoint Completes Acquisition of Unite Communications.” 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 – FairPoint Completes Acquisition of Unite Communications

 

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, 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.

 



 

 

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/ Shirley J. Linn                            

 

Name:

Shirley J. Linn

 

 

Title:

Executive Vice President,

 

General Counsel and Secretary

 

 

 

Date: August 17, 2006

 

 

 

 

 

EX-99 2 ex99-1.htm EX. 99.1: PRESS RELEASE

Exhibit 99.1


 

FOR IMMEDIATE RELEASE

 

 

FAIRPOINT COMPLETES ACQUISITION OF UNITE COMMUNICATIONS

Acquisition of Unite Communications expected to improve dividend payout ratio

 

CHARLOTTE, NC, August 17, 2006 - FairPoint Communications, Inc. (NYSE: FRP) announced today that it has completed the acquisition of Unite Communications Systems, Inc. (or Unite). The purchase price was approximately $10.8 million, subject to adjustment.

 

Unite, through its wholly-owned subsidiary, ExOp of Missouri, Inc., is a facilities-based voice, data and video service provider located outside of Kansas City, Missouri. Unite serves approximately 4,200 access lines in Kearney and Platte City, Missouri, approximately 50 miles north of FairPoint’s recently acquired Missouri service territory (now FairPoint Missouri). Unite owns 100% of its network and is not dependent on the incumbent LEC network in the areas it serves.

 

Unite’s current customer offerings include a video product which FairPoint expects to leverage in the FairPoint Missouri service area as part of a triple-play bundle. Unite has experienced solid subscriber growth for its video products, and FairPoint believes that there is potential for future growth in the areas that Unite currently serves as well as in its FairPoint Missouri service area.

 

“This latest acquisition complements our recent purchase of the assets of Cass County Telephone in Missouri, and furthers our strategy to grow FairPoint through acquisitions that improve our dividend payout ratio and are accretive to free cash flow,” said Gene Johnson, FairPoint’s Chairman and CEO. “The Unite acquisition not only meets these criteria, it also offers FairPoint an opportunity to grow our product offerings by expanding the triple-play video bundle that’s already successful within Unite’s operating areas. We plan to extend this popular offering to customers in our FairPoint Missouri service area and increase FairPoint’s revenue per customer in this area.”

 

About FairPoint

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 29 rural local exchange companies (RLECs) located in 18 states offering 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" 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 from time to time in FairPoint's filings with the Securities and Exchange Commission, including, without limitation, the risks described in FairPoint’s most recent 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.

 

Investor Contact: Brett Ellis (866) 377-3747, bellis@fairpoint.com

Media Contact: Jennifer Sharpe (704) 227-3629, jsharpe@fairpoint.com

 

# # #

 

 

 

 

 

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