-----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, MwFGfKSTxCdSo/+m6RH7Zu0yn1b6ROPY4vRpM+3Embssf2kH36SehWVSNimdwhE7 L6D+ubQu/zXM+EdsGmwSUw== 0001116679-07-002787.txt : 20071018 0001116679-07-002787.hdr.sgml : 20071018 20071018171508 ACCESSION NUMBER: 0001116679-07-002787 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20071018 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071018 DATE AS OF CHANGE: 20071018 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: 071179418 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_425-101807.htm DATE OF REPORT: OCTOBER 18, 2007 f8k_425-101807.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 18, 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 18, 2007, FairPoint Communications, Inc. (the “Company”) issued three press releases entitled “New Hampshire Executive Councilor Raymond S. Burton Endorses FairPoint Communication’s Proposed Acquisition of Verizon’s Wireline Operations in New Hampshire” (the “First Press Release”), “Fairpoint Elects Jane A. Newman as Lead Director of its Board of Directors (the “Second Press Release”) and “Fairpoint to Continue to Expand Low-Income Assistance Programs In New Hampshire; NH Legal Assistance Supports Fairpoint’s Transaction Involving Verizon’s Wireline Operations in State” (the “Third Press Release”). The First Press Release,  the Second Press Release and the Third Press Release are being furnished by being attached hereto as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, respectively.

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
First Press Release, dated October 18, 2007
   
99.2
Second Press Release, dated October 18, 2007
   
99.3 Third Press Release, dated October 18, 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 18, 2007
EX-99.1 2 ex99-1.htm PRESS RELEASE, DATED OCTOBER 18, 2007 ex99-1.htm
Exhibit 99.1
 
 

FINAL – FOR RELEASE
 
 
 
       MEDIA CONTACTS:    
Pam Joy
    (207) 642-7337
    pjoy@fairpoint.com
     
    Scott Tranchemontagne
    603-540-4380
    scott@montagnecommunication.com 
 

NEW HAMPSHIRE EXECUTIVE COUNCILOR RAYMOND S. BURTON ENDORSES
FAIRPOINT COMMUNCATION’S PROPOSED ACQUISITION OF VERIZON’S
WIRELINE OPERATIONS IN NEW HAMPSHIRE


BATH, NH (October 18, 2007)– FairPoint Communications, Inc. (NYSE: FRP) announced it has received the endorsement of New Hampshire Executive Councilor Raymond S. Burton for its proposed acquisition of Verizon’s wireline operations in New Hampshire.

“Fast and efficient communications in rural areas is essential for business, the community, and residential uses.  FairPoint assures us it will bring that to all rural areas of our state,” Burton stated in his endorsement.
 
In his September 7, 2007 Executive Council Report, Councilor Burton noted that the New Hampshire Public Utilities Commission (PUC) is considering the transaction and its role is to determine whether the transaction is in the public’s best interest.
 
Councilor Burton points out that FairPoint has already proposed to invest $13.6 million in broadband expansion service to 19 New Hampshire communities and to extend high speed DSL service to 55 underserved neighborhoods in New Hampshire.

Subsequent to the issuance of Councilor Burton’s report, on September 10, 2007 FairPoint Communications filed rebuttal testimony with the PUC stating it would invest $16.4 million in broadband expansion service so that 152 communities in New Hampshire would have access to DSL broadband service that have no such access at this time.

Councilor Burton also identified four key factors, which FairPoint has committed to, that directly influenced his endorsement:  all Verizon employees will continue their employment; a new service center will be established in northern New Hampshire; expanded broadband service will be available in New Hampshire within the first year; and FairPoint will be initiating other major capital improvements.

In response to Councilor Burton’s endorsement, Gene Johnson, chairman and CEO of FairPoint stated, “We have been in contact with Councilor Burton’s office since we first announced this transaction and are extremely gratified by his formal support.  We recognize the importance of expanded broadband and new jobs in the North Country, and will work tirelessly to ensure we meet our commitments to Councilor Burton’s constituents, the state of New Hampshire and northern New England as a whole.”
 
 

“This is a major proposal for the entire field of rural communications and for all of New Hampshire,” Councilor Burton’s report concludes.  He noted that FairPoint has shown a strong interest in the state and the region.

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.


# # #
 

Page 2 of 2

 
EX-99.2 3 ex99-2.htm PRESS RELEASE, DATED OCTOBER 18, 2007 ex99-2.htm
Exhibit 99.2
 
 
 
FINAL - FOR RELEASE
         CONTACTS:

Investor Contact: Brett Ellis
(866) 377-3747
        bellis@fairpoint.com
 
Media Contact:  Rose Cummings
(704) 602-7304
                              rcummings@fairpoint.com


FAIRPOINT ELECTS JANE E. NEWMAN AS LEAD DIRECTOR OF ITS
BOARD OF DIRECTORS

Election Follows Recent Appointment to FairPoint’s Board of Directors


CHARLOTTE, N.C. (October 18, 2007)– FairPoint Communications, Inc. (NYSE: FRP), a leading provider of communications services to rural and small urban communities across the country, today announced that its Board of Directors has elected Jane E. (Bonnie) Newman as Lead Director of the Company’s Board of Directors. Newman was named to the Board on August 22, 2007 for a three-year term. Newman’s appointment expanded the board to six members, which remains unchanged. Newman had been selected by Verizon Communications Inc. as one of its designees to the FairPoint Board of Directors pursuant to the terms of the merger agreement under which FairPoint has agreed to acquire Verizon’s landline operations in Maine, Vermont and New Hampshire.  Newman was appointed to fill a vacancy on the board. 

Gene Johnson, chairman and CEO of FairPoint, commented, “Bonnie has had an immediate positive impact on our board and we are recognizing her for her efforts. Her leadership and professional associations within the New England region, particularly in Maine, New Hampshire and Vermont, have proved to be invaluable and her promotion to Lead Director will enable her to continue her good work with the full backing and support of our other high-caliber board members. We look forward to her continued contributions in the future.”

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.

# # #



Page 2 of 2

 

EX-99.3 4 ex99-3.htm PRESS RELEASE, DATED OCTOBER 18, 2007 ex99-3.htm
Exhibit 99.3
 
 
 
FINAL –FOR RELEASE

 
       MEDIA CONTACTS:    
Pam Joy
    (207) 642-7337
    pjoy@fairpoint.com
     
    Scott Tranchemontagne
    603-540-4380
    scott@montagnecommunication.com 

FAIRPOINT TO CONTINUE AND EXPAND LOW-INCOME ASSISTANCE
PROGRAMS IN NEW HAMPSHIRE;
NH LEGAL ASSISTANCE SUPPORTS FAIRPOINT’S TRANSACTION INVOLVING
VERIZON’S WIRELINE OPERATIONS IN STATE

CONCORD, NH (October 18, 2007)– FairPoint Communications, Inc. (NYSE: FRP) (“FairPoint”) has entered into a Memorandum of Understanding with New Hampshire Legal Assistance (“NHLA”) on behalf of its clients to support initiatives to assist low income consumers in New Hampshire, including the Lifeline and Link-Up programs.  Based on this agreement, NHLA has agreed to support FairPoint’s acquisition of the Verizon wireline operations in New Hampshire.

NHLA agreed to support the transaction following the execution of the Memorandum of Understanding between the two parties related to the continuation and expansion of various programs such as Lifeline and Link-Up.  NHLA is asking the New Hampshire Public Utilities Commission, which is reviewing the FairPoint – Verizon transaction, to approve the Memorandum, while simultaneously expressing its support for the transaction.
 
"NHLA appreciates FairPoint's concern for the needs of our low income, elderly and disabled clients," said NHLA Staff Attorney Alan Linder.  "NHLA looks forward to working with FairPoint in safeguarding the interests of its customers."
 
“We care about all the residents of New Hampshire and are therefore pleased to continue services for those residents most in need. We are looking forward to working with NHLA to ensure that New Hampshire’s low-income residents receive services,” said Gene Johnson, FairPoint’s Chairman and CEO. “The people of New Hampshire will be our customers;. Our goal is to provide all of them with the best technology and customer service possible.”
 
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.
 
 
 

Page 2 of 2

 

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