8-K

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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)   April 20, 2007    

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):

ý 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 1.01 – Entry into a Material Definitive Agreement

On April 20, 2007, FairPoint Communications, Inc. (the “Company”) entered into Amendment No. 1 to Agreement and Plan of Merger (the “Amendment”) with Verizon Communications Inc. (“Verizon”) and Northern New England Spinco Inc., a subsidiary of Verizon (“Spinco”), which amends the Agreement and Plan of Merger, dated as of January 15, 2007, by and among the Company, Verizon and Spinco (the “Merger Agreement”), pursuant to which Spinco will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation. A copy of the Amendment is filed as Exhibit 2.1 hereto.

Among other things, the Amendment extends the date by which the Merger must be consummated to January 31, 2008, subject to further extension by the Company or Verizon for up to four additional 30-day periods to obtain required regulatory approvals.

Pursuant to the Merger Agreement, the board of directors of the Company just prior to the effective time of the Merger will consist of six designees of Verizon and three designees of the Company. Pursuant to the Amendment, Verizon has agreed that prior to May 1, 2007, it will name one of its six designees to be appointed to the Company’s board of directors. If the Merger Agreement is adopted by the Company’s stockholders at the Company’s annual meeting, such designee will be appointed to the Company’s board of directors immediately following the annual meeting. Pursuant to the Amendment, Verizon has also agreed that prior to November 1, 2007, it will name the remaining five designees to be appointed to the Company’s board of directors; provided that Verizon has agreed to forego this right with respect to one of these five designees if David L. Hauser is re-elected to the Company’s board of directors at the 2007 annual meeting of the Company’s stockholders and Mr. Hauser is still a member of the Company’s board of directors at the effective time of the Merger.

Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 23, 2007, Patrick T. Hogan commenced employment as Senior Vice President and Controller of the Company. Mr. Hogan replaced Lisa R. Hood as the Company’s principal accounting officer. As previously announced, Ms. Hood has been appointed the Company’s Chief Operating Officer – FairPoint Telecom Group.

Patrick T. Hogan, age 39, came to the Company from Hawaiian Telcom Communications, Inc., where he served as Vice President, Finance and Controller since July 2005. From April 2003 to July 2005, Mr. Hogan served in positions of increasing responsibility as Senior Vice President, Treasurer, Chief Financial Officer and Executive Vice President-Finance of RCN Corporation in Princeton, New Jersey. Mr. Hogan served as Vice President, Finance and Capital Markets at Vornado Realty Trust in New York, New York from February 2001 to March 2003. In addition, Mr. Hogan was previously employed in various capacities by CentraCore Properties, The Geo Group, the Federal Communications Commission, Telephone & Data Systems, Inc. and Coopers & Lybrand (now PricewaterhouseCoopers). Mr. Hogan received a B.B.A. with a concentration in Accountancy from the University of Notre Dame and a J.D. from Notre Dame Law School. Mr. Hogan is both a certified public accountant and an attorney.

Mr. Hogan’s compensation for 2007 includes an annual base salary of $195,000 plus a discretionary bonus of up to 40% of such annual base salary. Mr. Hogan’s performance goals

will be established during the first 30 days of his employment. The Company has entered into a letter agreement with Mr. Hogan (the “Letter Agreement”) which provides that upon the termination of Mr. Hogan’s employment with the Company without cause, he will be entitled to receive from the Company a lump sum payment in an amount equal to six months’ base salary plus the pro rata portion of Mr. Hogan’s target annual performance bonus earned as of such date. The Letter Agreement is filed as Exhibit 10.1 hereto.

Item 8.01 – Other Events.

On April 23, 2007, the Company issued a press release entitled “FairPoint Communications Appoints Industry Veteran as Senior Vice President and Controller.” A copy of the press release is being furnished by being attached hereto as Exhibit 99.1.

The Company has filed a registration statement, including a proxy statement, and other materials with the Securities and Exchange Commission (“SEC”) in connection with the Merger. The Company urges investors to read these documents when they become available because they will contain important information. Investors will be able to 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, or www.fairpoint.com/investor, when they are available. Investors may also obtain free copies of these documents and the Company’s 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 Company stockholders with respect to the Merger and related transactions. Information about the Company’s directors and executive officers is available in FairPoint’s Annual Report on Form 10-K for the year ended December 31, 2006. Additional information regarding the interests of potential participants will be included in the registration statement and proxy statement and other materials to be filed by the Company with the SEC.

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”).

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
2.1	Amendment No. 1 to Agreement and Plan of Merger, dated as of April 20, 2007, by and among Verizon Communications Inc., Northern New England Spinco Inc. and FairPoint Communications, Inc.

	Inc.
10.1	Letter Agreement with Patrick T. Hogan
99.1	Press Release dated April 23, 2007.

The information in Item 8.01 of this Current Report, including the related exhibit 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. Such information in this Current Report, including the exhibit, shall not be incorporated by reference into any filing under the Securities Act 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/ John P. Crowley

Name: John P. Crowley

Title: Executive Vice President and

Chief Financial Officer

Date: April 23, 2007

 

EX-2

Exhibit 2.1

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

AMENDMENT NO. 1, dated as of April 20, 2007 (this “Amendment”), is by and among VERIZON COMMUNICATIONS INC., a Delaware corporation (“Verizon”), NORTHERN NEW ENGLAND SPINCO INC., a Delaware corporation (“Spinco”), and FAIRPOINT COMMUNICATIONS, INC., a Delaware corporation (the “Company”) to the Agreement and Plan of Merger, dated as of January 15, 2007 (the “Merger Agreement”) by and among Verizon, Spinco and the Company. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement, and all references to Articles and Sections herein are references to Articles and Sections of the Merger Agreement.

In consideration of the premises and the mutual promises herein made, and in consideration of the agreements herein contained, the parties, intending to be legally bound hereby, agree as follows:

1.Amendment to Section 2.2. Section 2.2 shall be amended to read in its entirety as follows:

“2.2Closing. Unless the transactions herein contemplated shall have been abandoned and this Agreement terminated pursuant to Section 9.1, the closing of the Merger and the other transactions contemplated hereby (the “Closing”) shall take place no later than 2:00 p.m., prevailing Eastern time, on the last Business Day of the month in which the conditions set forth in Article VIII (other than those that are to be satisfied by action at the Closing) are satisfied or, to the extent permitted by applicable Law, waived unless otherwise agreed upon in writing by the parties (but in any event not earlier than the last Friday of December 2007) (the “Closing Date”) at the offices of counsel to Verizon or such other location as may be reasonably specified in writing by Verizon.”

2.Amendment to Section 7.19. Section 7.19 is hereby amended to read in its entirety as follows:

7.19Directors of the Surviving Corporation. The Company, Verizon and Spinco shall take all action reasonably necessary to cause the Board of Directors of the Company immediately prior to the Effective Time to consist of nine members, (i) six of whom shall be designated by Verizon and (ii) three of whom will be designated by the Company, which directors shall be evenly distributed among the Company’s three classes of directors and shall be the Board of Directors of the Surviving Corporation. One of the Company’s designees shall serve as chairman of the board. On

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or prior to May 1, 2007, Verizon shall give the Company written notice setting forth the name of one of its six designees to the Board of Directors of the Surviving Corporation and such information with respect to the one designee as is required to be disclosed in the Proxy Statement/Prospectus or the proxy statement for such annual meeting (together with any consent to be named as a director if and to the extent required by the rules and regulations of the SEC). Such Verizon designee shall be prepared to commence service as a director of the Company from and after the date that the Requisite Approval of the Company’s stockholders is obtained, and to continue to serve in such capacity after the Effective Time. On or prior to November 1, 2007, Verizon shall give the Company written notice setting forth the names of the remainder of its designees to the Board of Directors of the Surviving Corporation and such information as would be required to be disclosed in a proxy statement for an annual meeting of the Surviving Corporation (together with any consent to be named as a director if and to the extent required by the rules and regulations of the SEC). Promptly after Verizon gives the latter of such notices, and in any event within 10 days thereafter, the Company shall notify Verizon of its designees to the Surviving Corporation’s Board of Directors. The parties hereto agree that if David L. Hauser is elected a director at the 2007 annual meeting of the FairPoint stockholders and continues to serve as a director as of the time of the Merger, then Verizon shall waive its right to nominate six directors and shall only have the right to nominate five directors. The designees of each of Verizon and the Company will be equally distributed among the classes of the Board of Directors of the Surviving Corporation, as each of Verizon and the Company shall specify. Without limiting the foregoing and prior to the Effective Time, the Company shall take all actions necessary to obtain the resignations of all members of its Board of Directors who will not be directors of the Surviving Corporation and for the Board of Directors of the Company to fill such vacancies with the new directors contemplated by this Section 7.19. None of Verizon’s director nominees under this Section 7.19 will be employees of Verizon, its Affiliates or Cellco Partnership or any of its Subsidiaries.

3.Amendment to Section 7.24 Section 7.24 is hereby amended to read in its entirety as follows:

7.24Required Spinco Business Capital Additions. Verizon and the Verizon Subsidiaries shall (i) during the year ended December 31, 2007, incur expenses for capital additions in respect of the Spinco Business (accounted for consistently with the Audited Financial Statements) in an amount not less than $137,500,000 (prorated for any portion of such year that precedes the Effective Time) and (ii) during the year ended December 31, 2008, incur expenses for capital additions in respect of the Spinco Business (accounted for consistently with the Audited Financial Statements) in an amount not less than $11,000,000 per month; provided, that any such expenses incurred in 2007 to the extent such expenses

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exceed $137,500,000 will be credited against such expenses that Verizon and the Verizon Subsidiaries would otherwise be obligated to incur in 2008 pursuant to this Section 7.24.

4.Amendment to Section 9.1(b). Section 9.1(b) shall be amended to read in its entirety as follows:

(b) by any party hereto if the Effective Time shall not have occurred on or before January 31, 2008, provided that such period may be extended by Verizon or the Company upon written notice for one or more 30-day periods, not to exceed 120 days in the aggregate, to the extent all closing conditions herein are capable of being satisfied as of such time other than the condition regarding receipt of Telecommunications Regulatory Consents; provided, further, that the right to terminate this Agreement pursuant to this Section 9.1(b) shall not be available to any party whose failure to perform any of its obligations under this Agreement required to be performed by it at or prior to such date has been a substantial cause of, or substantially contributed to, the failure of the Merger to have become effective on or before such date;

5.Amendment to Section 11.1. Section 11.1 (“Expenses”) is hereby amended to delete from clause (iii) the word “and” that follows the semi-colon at the end of such clause, and to add the following as new clauses (v) and (vi):

“(v)in the event that the costs of any filing fees or public utility commission or comparable government agency hired consultant contemplated by Section 7.6 are not expressly allocated to any party under applicable law or regulation, such costs shall be considered joint costs and shall be paid initially by the Company and Verizon shall reimburse the Company for 50% of such costs within 30 days of receipt of an invoice for same; and

(vi)Verizon shall pay the cost of printing and mailing of any disclosure or offering document required to be delivered to the Verizon stockholders by Verizon, Spinco and/or FairPoint in connection with the transactions contemplated by the Merger Agreement.”

6.Amendment to Annex C. Annex C is hereby amended and restated to read as set forth in the attachment to this Amendment.

7.Amendment of Certain Code References. Clause (ii) of the twelfth recital and clause (ii) of the definition of “IRS Ruling” are hereby amended to refer to the Second Internal Spinoff as “a distribution eligible for nonrecognition under Sections 355(a) and 355(c) of the Code.” Clause (i) of the definition of “Distribution Tax Opinion” is hereby amended to refer to the Internal Spinoffs as “eligible for nonrecognition under Sections 355(a), 355(c) and/or 361(c) of the Code, as applicable.”

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8.Amendment to Distribution Agreement. The Company hereby consents to the amendment to the Distribution Agreement, dated as January 15, 2007, between Verizon and Spinco, such amendment in the form attached hereto.

9.Confirmation of Merger Agreement. Other than as expressly modified pursuant to this Amendment, all provisions of the Merger Agreement remain unmodified and in full force and effect. The provisions of Article XI of the Merger Agreement shall apply to this Amendment mutatis mutandis.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the first date above written.

VERIZON COMMUNICATIONS INC.

By: __/s/ John W. Diercksen____________

Name: John W. Diercksen

Title: Executive Vice President, Strategy,

Planning and Development

NORTHERN NEW ENGLAND SPINCO INC.

By: __/s/ John W. Diercksen____________

Name: John W. Diercksen

Title: Executive Vice President, Strategy,

Planning and Development

FAIRPOINT COMMUNICATIONS, INC.

By:_/s/ Walter E. Leach, Jr.____________

Name: Walter E. Leach, Jr.

Title: Executive Vice President, Corporate Development

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ATTACHMENT

AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT

AMENDMENT NO. 1, dated as of March 30, 2007 (this “Amendment”), is by and between VERIZON COMMUNICATIONS INC., a Delaware corporation (“Verizon”) and NORTHERN NEW ENGLAND SPINCO INC., a Delaware corporation (“Spinco”) to the Distribution Agreement, dated as of January 15, 2007 (the “Distribution Agreement”) by and between Verizon and Spinco. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Distribution Agreement, and all references to Articles and Sections herein are references to Articles and Sections of the Distribution Agreement.

In consideration of the premises and the mutual promises herein made, and in consideration of the agreements herein contained, the parties, intending to be legally bound hereby, agree as follows:

1.Amendment to Recital. In the fourth recital in the Distribution Agreement, the reference to “ILEC Spinco Assets” in the fifth line is hereby replaced with “Non-ILEC Spinco Assets”.

2.Amendment to Section 1.1. The definition of “Contributing Companies” set forth in Section 1.1 of the Distribution Agreement is hereby amended to read in its entirety as follows:

“Contributing Companies” means Verizon New England, NYNEX Long Distance Company, Bell Atlantic Communications Inc., Verizon Select Services Inc., Verizon Internet Services Inc., GTE.Net LLC, and, any Subsidiary of Verizon that employs Continuing Employees (as defined in the Merger Agreement) as of the Closing Date.

3.Amendment to Section 1.1. In the definition of “Spinco Business” a new subsection (F), prior to the proviso, is hereby added as follows:

“(F) the delivery by GTE.Net LLC of dial-up and DSL services to customers located in the Territory.”

4Amendment of Certain Code References. Clause (ii) of the seventh recital is hereby amended to refer to the Second Internal Spinoff as “a distribution eligible for nonrecognition under Sections 355(a) and 355(c) of the Code.”

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5.Confirmation of Distribution Agreement. Other than as expressly modified pursuant to this Amendment, all provisions of the Distribution Agreement remain unmodified and in full force and effect. The provisions of Article X of the Distribution Agreement shall apply to this Amendment mutatis mutandis.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the first date above written.

VERIZON COMMUNICATIONS INC.

By:_______________________________

Name:_____________________________

Title:______________________________

NORTHERN NEW ENGLAND SPINCO INC.

By:_______________________________

Name:_____________________________

Title:______________________________

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EX-10

Exhibit 10.1

Telephone: 704-344-8150
Facsimile: 704-344-8143

521 East Morehead Street
Suite 250
Charlotte NC 28202

www.fairpoint.com

John P. Crowley

Executive Vice President and

Chief Financial Officer

March 23, 2007

Patrick T. Hogan

1177 Queen Street

Honolulu, Hawaii 96814

Dear Pat:

Congratulations on your appointment as Senior Vice President and Corporate Controller of FairPoint Communications, Inc. (the “Company”).

As a member of the Company’s senior management team, you are entitled to certain severance benefits should your employment be terminated by the Company without cause, all as set forth on Exhibit A attached hereto.

Sincerely,

/s/ John P. Crowley

John P. Crowley

Executive Vice President and

Chief Financial Officer

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EXHIBIT A - PATRICK T. HOGAN MARCH 23, 2007 LETTER

Obligations of the Company upon Termination.

(a) For Cause or Upon Employee’s Voluntary Resignation. If FairPoint Communications, Inc. (the “Company”) shall terminate Patrick T. Hogan (the “Executive”) for Cause, or the Executive shall voluntarily resign his employment, the Executive shall not be entitled to any benefits pursuant to this letter agreement.

(b) Without Cause. In the event that the Executive’s employment is terminated by the Company without Cause, the Executive shall be entitled to receive in a lump sum payment from the Company an amount equal to six months Base Salary and the prorata portion of his target annual performance bonus (40% of Base Salary) earned as of the date of termination.

Severability. If any provision of this agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable, this agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this agreement, and the remaining provisions of this agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this agreement.

For purposes of this agreement, “Cause” shall mean (a) misappropriating any funds or any material property of the Company; (b) obtaining or attempting to obtain any material personal profit from any transaction in which the Executive has an interest which is adverse to the interest of the Company unless the Company shall first give its consent to such transaction; (c)(i) the willful taking of actions which directly impair the Executive’s ability to perform the duties required by the terms of his employment; or (ii) taking any action detrimental to the Company’s goodwill or damaging to the Company’s relationships with its customers, suppliers or employees; provided that such neglect or refusal, action or breach shall have continued for a period of twenty (20) days following written notice thereof; (d) being convicted of or pleading nolo contendere to any crime or offense constituting a felony under applicable law or any crime or offense involving fraud or moral turpitude; or (e) any material intentional failure to comply with applicable laws or governmental regulations within the scope of Executive’s employment. For purposes of the Agreement, “without Cause” shall mean a termination by the Company of the Executive’s employment for any reason other than a termination based upon Cause, death or disability, as well as a voluntary resignation by the Executive within forty-five (45) days following a material diminishment of his duties, responsibilities and authority and/or a material reduction in his Base Salary or annual performance bonus opportunity.

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EX-99

Exhibit 99.1

FOR IMMEDIATE RELEASE

FAIRPOINT COMMUNICATIONS APPOINTS INDUSTRY VETERAN AS
SENIOR VICE PRESIDENT

AND CONTROLLER

Patrick T. Hogan Brings 20 Years of Financial Experience

CHARLOTTE, N.C. (PR NEWSWIRE) – April 23, 2007 – FairPoint Communications, Inc. (NYSE: FRP), a leading provider of communications services to rural and small urban communities across the country, today announced the appointment of Patrick T. Hogan to the position of Senior Vice President and Controller. Mr. Hogan will succeed Lisa R. Hood, who has been promoted to the new position of Chief Operating Officer – FairPoint Telecom Group. Ms. Hood will serve as the Chief Operating Officer of FairPoint’s existing operating companies.

"Pat Hogan will add further depth to our management team and brings invaluable experience as we move forward with the integration of our pending merger with the Verizon wireline operations in Maine, New Hampshire and Vermont," said Gene Johnson, FairPoint's Chairman and Chief Executive Officer. "Ms. Hood’s experience and knowledge of the existing operations will ensure that we continue to provide excellent service and products to our legacy companies."

Mr. Hogan, age 39, has served as the Vice President, Finance and Controller of Hawaiian Telcom since July 2005. Prior to Hawaiian Telcom, Mr. Hogan held positions with RCN Corporation, Vornado Realty Trust, Telephone and Data Systems, Inc. and Coopers & Lybrand (now PricewaterhouseCoopers). He received a B.B.A. with a concentration in Accountancy from the University of Notre Dame and a J.D. from Notre Dame Law School. Mr. Hogan is both a certified public accountant and an attorney.

Ms. Hood has served as FairPoint's Controller since December 1993 and was promoted to Senior Vice President in July 2004.

About FairPoint

FairPoint is a leading provider of communications services to rural and small urban communities across the country. Incorporated in 1991, FairPoint's mission is to acquire and operate communications companies that set the standard of excellence for the delivery of service to rural communities. Today, FairPoint owns and operates 31 local exchange companies located in 18 states offering an array of services, including local and long distance voice, data, Internet and broadband offerings.

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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)

CONTACTS: Investors - Brett Ellis, 866-377-3747; bellis@fairpoint.com or

Media - Rob Thompson, 704-227-3633; rjthompson@fairpoint.com

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