-----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, VFahEqg0whbgjOgkn9/Sp1IdeVT09VrTBp7ZuQPwR89cHuifjqNSgDRRLMlubbz1 bttidFcmNbo5/gcV7L0svg== 0001116679-07-002698.txt : 20071009 0001116679-07-002698.hdr.sgml : 20071008 20071009170617 ACCESSION NUMBER: 0001116679-07-002698 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20071008 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071009 DATE AS OF CHANGE: 20071009 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: 071163202 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_425-100907.htm DATE OF REPORT: OCTOBER 8, 2007 f8k_425-100907.htm
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 )
October 8, 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):
 
[X] 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 October 8, 2007, FairPoint Communications, Inc. (the “Company”) issued a press release entitled “PSNH Supports FairPoint’s Acquisition of Verizon’s Wireline Operations in New Hampshire” (the “First Press Release”). The First Press Release is being furnished by being attached hereto as Exhibit 99.1.

Also on October 8, 2007, the Company issued a press release entitled “DSCI Corporation Supports Approval of FairPoint Communications Proposed Acquisition of Verizon’s Wireline Operations in New Hampshire” (the “Second Press Release”). The Second Press Release is being furnished by being attached hereto as Exhibit 99.2.

The Company has filed, and the Securities and Exchange Commission (“SEC”) has declared effective, a registration statement in connection with the Company’s proposed merger (the “Merger”) with Northern New England Spinco Inc. (“Spinco”), a subsidiary of Verizon Communications Inc. (“Verizon”), pursuant to the Agreement and Plan of Merger, dated as of January 15, 2007, by and among the Company, Verizon and Spinco, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of April 20, 2007, Amendment No. 2 to Agreement and Plan of Merger, dated as of June 28, 2007, and Amendment No. 3 to Agreement and Plan of Merger, dated as of July 3, 2007, in each case, by and among the Company, Verizon and Spinco.  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
 
Exhibit Number
Description
   
99.1
Press Release, dated October 8, 2007
   
99.2
Press Release, dated October 8, 2007

The information in Item 8.01 of 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 Item 8.01 of 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.
 
 

 
 
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:  October 8, 2007
 
 
 
 
 

EX-99.1 2 ex99-1.htm PRESS RELEASE, DATED OCTOBER 8, 2007 ex99-1.htm
Exhibit 99.1
 
 
 MEDIA CONTACTS:
  Pam Joy
    (207) 642-7337
    pjoy@fairpoint.com
   
    Scott Tranchemontagne
    603-540-4380
    scott@montagnecommunications.com

 
PSNH SUPPORTS FAIRPOINT’S ACQUISITION OF VERIZON’S WIRELINE
OPERATIONS IN NEW HAMPSHIRE
 
CONCORD, NH (October 8, 2007)– FairPoint Communications, Inc. (NYSE: FRP) today announced that Public Service of New Hampshire (PSNH), the Granite State’s largest electric utility, has agreed to support FairPoint’s acquisition of Verizon’s wireline operations in New Hampshire.

PSNH had petitioned as an intervenor in the New Hampshire Public Utilities Commission review of FairPoint’s application to acquire Verizon’s landline operations in the state.  PSNH has agreed to a settlement with FairPoint, and PSNH and FairPoint Communications jointly will request the Commission’s approval of the settlement.
 
“PSNH is pleased to support FairPoint’s proposal to acquire Verizon’s wireline operations,” said Gary Long, PSNH president and chief operating officer.  “After meeting extensively with representatives of FairPoint, we are convinced that the company will be a strong and effective operational partner and will work side by side with PSNH in our communities as a responsible and responsive public utility.”
 
 “We are pleased to have the support of PSNH and look forward to working with its staff in New Hampshire once the transaction is complete,” said Gene Johnson, FairPoint’s chairman and CEO. “Our goal is to provide the best technology and the best service to our customers throughout northern New England.  PSNH shares this goal and we will work together with PSNH for the benefit of the citizens of New Hampshire.“
 
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 telecommunications companies that set the standard of excellence for the delivery of service to rural and small urban communities. Today, FairPoint owns and operates 30 local exchange companies located in 18 states offering an array of services, including local and long distance voice, data, Internet and broadband offerings. FairPoint is traded on the New York Stock Exchange under the symbol “FRP”.

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 related to potential cost savings and synergies expected to be realized in the merger. 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.  Source: FairPoint Communications, Inc., www.fairpoint.com.

FairPoint has filed, and the SEC has declared effective, a registration statement in connection with the proposed merger.  FairPoint urges investors to read these documents 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.

 
# # #
 
 

EX-99.2 3 ex99-2.htm PRESS RELEASE, DATED OCTOBER 8, 2007 ex99-2.htm
Exhibit 99.2

 
FINAL - FOR RELEASE
 
 MEDIA CONTACTS:
  Pam Joy
    (207) 642-7337
    pjoy@fairpoint.com
   
    Connie Gemmer
    (207) 774-2458, x 102
    connie@bartongingold.com
 
 
DSCI CORPORATION SUPPORTS APPROVAL OF FAIRPOINT COMMUNICATIONS
PROPOSED ACQUISITION OF VERIZON’S WIRELINE OPERATIONS IN
NEW HAMPSHIRE
 
CONCORD, NH (October 8, 2007)– FairPoint Communications, Inc. (NYSE: FRP) today announced DSCI Corporation has filed its support of the approval of the proposed acquisition by FairPoint of Verizon’s wireline operations in New Hampshire.  DSCI Corporation is a provider of integrated communications solutions for business, including voice, data, Internet and IP products.

DSCI had intervened in the New Hampshire Public Utilities Commission proceeding reviewing FairPoint and Verizon’s joint application seeking approval of the merger between FairPoint and Verizon’s wireline and related operations in New Hampshire.  However, DSCI has asked for permission to withdraw from the New Hampshire proceeding and now supports approval of the transaction.
 
DSCI stated in its motion to withdraw as an intervenor that FairPoint has cooperated with DSCI in resolving DSCI’s concerns; the two parties have entered into an agreement resolving all outstanding issues; and DSCI no longer believes it necessary to participate as an intervenor.
 
“We are extremely pleased to add DSCI to the growing list of companies that have expressed support for the acquisition, and we will continue to seek settlements with other intervenors,” said Gene Johnson, chairman and CEO of FairPoint.  “We are grateful for the support received thus far and remain confident we will receive all necessary approvals for the transaction.”
 
“DSCI is looking forward to a long and mutually beneficial relationship with our new telecommunications partner FairPoint,” commented Sean Dandley, CEO and president of DSCI Corporation.  “FairPoint has demonstrated a commitment to working cooperatively while delivering system and infrastructure upgrades to meet the needs of its wholesale customers.”
 
In January, FairPoint submitted its applications for approval of the acquisition of Verizon’s wireline operations in Maine, New Hampshire and Vermont. The petitions are currently being reviewed by the Public Utilities Commissions of Maine and New Hampshire, and the Public Service Board of Vermont, as well as by the Federal Communications Commission (FCC).
 
 

 
 
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 telecommunications companies that set the standard of excellence for the delivery of service to rural and small urban communities. Today, FairPoint owns and operates 30 local exchange companies located in 18 states offering an array of services, including local and long distance voice, data, Internet and broadband offerings. FairPoint is traded on the New York Stock Exchange under the symbol “FRP”.

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 related to potential cost savings and synergies expected to be realized in the merger. 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.  Source: FairPoint Communications, Inc., www.fairpoint.com.

FairPoint has filed, and the SEC has declared effective, a registration statement in connection with the proposed merger.  FairPoint urges investors to read these documents 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.

 
# # #
 
 

 
 

 
 

 

GRAPHIC 4 image002.jpg LOGO begin 644 image002.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``H'!P@'!@H("`@+"@H+#A@0#@T- M#AT5%A$8(Q\E)"(?(B$F*S7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#V:N1U?XF^ M&]$U2?3;R6Y\^W(5_+@+`'`/7\:ZUF"J68X`&2?2OEO6[\ZIKE]?DY^T7#R# MZ$G'Z4`>U_\`"XO"7_/6\_\``9JZ3P[XDT_Q18/?:;YIA20QDRQE"2`"<9^M M>2:!X?\`AW=Z3:'4]=E747CW31QRD!3R2/N]A2V7Q-CT&V31?"&D^9;"1O+> M\![K6%T^-+VWG2W,+L3&Y;G(/7H#Q[4`=K#KUM-.(BCH&.`QZ5=:] MMEZRC\C7E7A/XA7&J:O-YVCV4$-M:RW,LB,Y*A%SQDXY.!5:T^-NIM=Q"[TR MS2W+#S#&7+!>^.>M1'GMJRG;H>M'4[0?\M&/T1O\*C;6+4=%F/TB-<#X2^)6 ML>*_&,6GI96UM8E7=QRT@4#CYLXSG':O3:=I=Q:&8VN0#I;W!_[9U&VO`?=L MIS]1BM>BERR[A==C%;7Y?X;!_P`2?\*C;7KO&19@#WS6]574WV:;<-_L$?GQ M4.,TK\PTUV*&G:I>7UV(]D:H!ER`>E;-9VBVGV:R#L/GE^8^P["M&JIWY=12 MM?0****T$%%%%`&)XSU#^R_!VJ78.&6W95/^TWRC]37S=86CWU_;6)/#UMXGTAM,NYYH87=78PD!CCG'(/%K6EBT:[R^V.!5'MA$],\6V*6VH"13$Q:*6)L,A/7\/: MN/@^"&BK*&N-4O9HP?N`(N?QQ0!Y=XF^TIK,D%WK?]LRQ`*UR)&=<]U4GJ![ M5:OO]#\":7;=&O[J:[8?[*@1K^N^O4KKX->&IYS)%->VR8`$<4B[1@8[@GGK MUJ2[^$>C7T5I%/J.H%;2'R8@'087<6_N^K&@#S'0/]`\$>(M2Z/<"*PB/^\= MS_H*A\">'8O$_BF"PN=WV95:6?:<$J.V>V20*]:?X6:,WAZ/1!>7JVZ7)N2P M==SL1MY^7H!45OX0TGX>:1J^LV5Q';^4 M:9X;F@DCW0^="B`LH/KNR0<5H?\`"[=#_P"@9?\`Y)_\57BP&Y@"V,GDGM[U MZ/K-K\+;?P_,;*X::_$6(O(DD+-)C@D'C&>M`SN]`^)_AS7[N.S26:TN9#A( M[E-H<^@8$C-=A7ROI5M+>:I:P0G#M(IW=-@!R6)[``$Y]J[K4O'/Q`BCEU:$ M2PZ0\I\B9[-=I3/R\D9Y'>@1[=6)J^J*LC69AW*"I)[V^VQ&R?S)-L0:T5B`3\HS433: MLAK1ZGO%M,MQ;1S*I4.N0#VJ6O&?%OQ,\1:1XENM-T^XMA#:[8CN@!RX4;C^ M>:J7GQ4\83:9!+;6PMXD4++>?9MPD?O@D;0/:J0CW&N8U;XB>&M$U.73KZ\= M+B'&]5A9@,C/4#WKA/!'Q0UR]\1VNFZN\5U!=OY8<1A&C..#QP17G^OWS:MX MBO[[D_:+EV7Z9P/TQ3`^EM*U2UUK3(=1LF9[><$HS*5)&<=#]**Y'X:KXKAM MI+/7K06EG:0I':QF(*QZY.0>>!^M%`'=44A(`R3@#O3(YHI21'(CXZ[6!Q0! M)14?GP^9Y?FIO_N[AFAIX48J\J*1R06`Q2N@)**B^TP?+^^C^;[OS#FE:>%& M*O*BDCR_!*RAADD&KW_VCIL0CEVF M/S&G+``]1R<=JZ)9HG8JDJ,5Z@,#BBZ&?,D>J1V\@MXK(6ENTBK=#<6ED0,- MRECT''0`>]>D?$'XB:%J/A1])T:;[1)=!5;$958D!![@<\`8%=-J/@?PSXHF MFO;S33;3;OGFAEV%_;?X9;@LOX@8H33`\D\/:?\ MZCH.@ZOI2:)/%$+1&#+!`_E@$=/NUCZ?X-\(Z3J4L%G:2)+/`\#OY[$!6&", MD\'M2;2`\*NII=8UB:?DRWMP6'U=O_KU[7\1VBT'X8_V;"JJKB*U0`>F"?T4 MU/IGP\\*6^J":#2Y4>SD#I(UPS+N!XXS[=ZW-R[C\F=99BX9<].3Q6?-\*O!:GS'MY(E;H/M3`? MADT70'5:/JUKKFEPZE9;S;S@E"Z[20"1T_"BI-,LK33M-@LK!0MM`@2,!MV` M/?O13$5MI%5X;=F$\UK8M;,(RL;,Q!)^E;=%9NFF[E7T M.8BL99TAA2TDCE5B9)G&*FEM)+BXOKB2V=L#$0*GD]`1^%=#14^Q0^8YK^S' M\NS06[AW;,K8^Z,\`U)+:27$]_<26SL<8B!4\G.`1^%=#11[%!S,YK^S'V62 M"W<.YW2O@\#/0_A4D@NH[^]D%I*[2*51@.`/7\JZ&BCV2Z,7,KSR263%?F,9V\`CD']/UK=HI*DD',#2IF6)Q)++E MUQ@E?_UFI;:UQ5A\Q2TJ%X+%5EB6)R22J_P!?>BKM%:I6 &5B'J?__9 ` end
-----END PRIVACY-ENHANCED MESSAGE-----