-----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, Jkj5uYSIOS4JgdDXMNaDfbjH5RABCV3bBW4cTpCU+gZvjUaVMfDpTr7GJe076X9b 4AR7+ozKI8Rf1AM3z3Zz1A== 0001116679-07-002718.txt : 20071011 0001116679-07-002718.hdr.sgml : 20071011 20071011171557 ACCESSION NUMBER: 0001116679-07-002718 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20071011 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071011 DATE AS OF CHANGE: 20071011 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: 071167834 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_425-101107.htm DATE OF REPORT: OCTOBER 11, 2007 f8k_425-101107.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 11, 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 11, 2007, FairPoint Communications, Inc. (the “Company”) issued a press release entitled “FairPoint Expands Relationship with Local Vendor in Maine for Advanced Printing Solutions and Billing Needs; Expects to Result in Additional Job Creation” (the “First Press Release”). The First Press Release is being furnished by being attached hereto as Exhibit 99.1.

Also on October 11, 2007, the Company issued a press release entitled “FairPoint Selects Local Vendor in Maine for Payment Processing in Maine, New Hampshire and Vermont” (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 11, 2007
 
 
99.2
 
Press Release, dated October 11, 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 11, 2007
 
 
 
 
 
 


EX-99.1 2 ex99-1.htm PRESS RELEASE, DATED OCTOBER 11, 2007 ex99-1.htm
Exhibit 99.1
 

  MEDIA CONTACTS:  Pam Joy
    207-642-7337
   
pjoy@fairpoint.com
     
    Connie Gemmer
    207-671-6678
    connie@bartongingold.com
                                           
 
                                                                                                      
FAIRPOINT EXPANDS RELATIONSHIP WITH LOCAL VENDOR IN MAINE FOR ADVANCED PRINTING SOLUTIONS AND BILLING NEEDS; EXPECTS TO RESULT IN ADDITIONAL JOB CREATION
 

MPX OF PORTLAND TO HANDLE CUSTOMER BILLING UPON CLOSE OF FAIRPOINT’S PROPOSED TRANSACTION RELATING TO VERIZON’S WIRELINE OPERATIONS IN MAINE,
 
NEW HAMPSHIRE AND VERMONT
 
 
Portland, M.E. (October 11, 2007) – FairPoint Communications, Inc. (NYSE: FRP) today announced it intends to expand its existing seven-year relationship with Portland, Maine-based Maine Printing Company (MPX), a local printer established in 1915. This expansion, which is in connection with FairPoint’s proposed transaction relating to Verizon’s wireline operations in Maine, New Hampshire and Vermont, is expected to benefit the local economy through the creation of approximately 10 new jobs at MPX and an increased volume of mail being processed through the local post office.

MPX is currently responsible for printing all of FairPoint’s marketing materials, including brochures and customer communications in 30 different local exchanges in 18 states. As a result of the expanded relationship, MPX will now also be responsible for printing all customer bills in Maine, New Hampshire and Vermont for the acquired operation upon the close of the proposed transaction.

FairPoint’s decision to expand its relationship with MPX is another example of FairPoint’s efforts to further support the local economy. As a result of this proposed contract expansion, MPX intends to hire approximately 10 new employees to serve the FairPoint account, as well as make additional investments in infrastructure and support. Also expected to benefit the local economy will be the impact of an additional 1.2 million pieces of mail per month that would be processed within Maine.

Chairman and CEO of FairPoint Gene Johnson said, “The expansion of our relationship with MPX demonstrates our continued support of locally based businesses and efforts to create more jobs in



addition to the previously announced approximately 675 new positions we intend to create. MPX has been a valued partner for many years, offering technologically advanced printing capabilities, which increase efficiency and reduce costs. We look forward to continuing to work with MPX and identifying new and innovative ways to expand our billing and print marketing offerings.”

Said Robert Willis, president of MPX, “Our expanding relationship with FairPoint is indicative of its continuing commitment to adapt and utilize the latest in customer billing and print marketing technology. We offer a wide range of advanced printing capabilities under one roof aimed at improving efficiency and driving return on investment. We have enjoyed a mutually beneficial relationship with FairPoint for the past seven years and we are excited about the opportunity to expand both our print market communications, as well as to now assume responsibility for their customer billing in northern New England. Our existing working relationship ensures that we are the best prepared to assume these additional responsibilities and to quickly implement the necessary changes to our company.”


 
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 11, 2007 ex99-2.htm  
Exhibit 99.2

 
MEDIA CONTACTS:  Pam Joy
    207-642-7337
   
pjoy@fairpoint.com
     
    Connie Gemmer
    207-671-6678
    connie@bartongingold.com
 
 
FAIRPOINT SELECTS LOCAL VENDOR IN MAINE FOR PAYMENT PROCESSING IN MAINE, NEW HAMPSHIRE AND VERMONT
 
 
FISC SOLUTIONS OF LEWISTON TO PROCESS CONSUMER PAYMENTS
 
 
Lewiston, M.E. (October 11, 2007) – FairPoint Communications, Inc. (NYSE: FRP) today announced  it has selected FISC Solutions of Lewiston, Maine, to provide FairPoint with payment processing services, which entails the design and implementation of solutions geared toward improving payment processing efficiency with enhanced security, among other services. FISC was selected as part of FairPoint’s proposed transaction relating to Verizon’s wireline operations in Maine, New Hampshire and Vermont.

FairPoint’s selection of FISC will provide a boost to the local economy, as FISC expects to add approximately 10 new jobs to serve the FairPoint account. In addition, more than 700,000 pieces of mail on a monthly basis that currently are being processed outside of the northern New England region will instead be processed within Maine following the close of the proposed transaction.

FairPoint’s Chairman & CEO Gene Johnson said, “The selection of FISC demonstrates both our commitment to selecting top-tier vendors to serve our customers, as well as our focus on job creation in the northern New England region. In addition to the approximately 675 new positions we expect to create at FairPoint, the growth of our vendors will preserve and add more jobs indirectly.  FISC has more than 30 years of payment processing experience, strong financial backing, and offers a wide range of services that will enable us to better serve our customers. We look forward to the beginning of a long-term relationship with yet another locally based vendor.”

“We are excited to be working with FairPoint as they seek to improve the communications of the citizens living and working in northern New England,” said Carol Sabasteanski, FISC’s CEO. “We believe that our experience in serving this region, coupled with our extensive and diverse payment and billing processing solutions, will support FairPoint’s efforts to increase its customers’ experience, while simultaneously improving FairPoint’s payment processing efficiency. Furthermore, our selection by FairPoint will help us expand our business, as we will add additional staff sourced from the local job market to serve this important account.”




 
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.

 

# # #
 


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