-----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, N4DcnETeP1e9T6hH4G9mD9Z1DgOzmNLdjfmViYFAGbuN+fPMmpKF8VHbhl1To3+U YvLf3f1iWRsp8eL5cAPsHA== 0001116679-07-003056.txt : 20071127 0001116679-07-003056.hdr.sgml : 20071127 20071127170434 ACCESSION NUMBER: 0001116679-07-003056 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20071127 DATE AS OF CHANGE: 20071127 SUBJECT COMPANY: 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: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32408 FILM NUMBER: 071269419 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 FILED BY: 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: 425 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 425 1 f8k_425-112707.htm PERIOD OF REPORT: NOVEMBER 27, 2007 f8k_425-112707.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 )   
November 27, 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 November 27, 2007, FairPoint Communications, Inc. (the “Company”) issued a press release entitled “FairPoint Appoints Ballantyne to Key Economic Development Post” (the “Press Release”). The Press Release is being furnished by being attached hereto as Exhibit 99.1.

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, Amendment No. 3 to Agreement and Plan of Merger, dated as of July 3, 2007, and Amendment No. 4 to Agreement and Plan of Merger, dated as of November 16, 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 November 27, 2007
 

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 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:  November 27, 2007

 
 
 
 


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


FINAL – FOR RELEASE
 
 MEDIA CONTACTS:   
Jeff Nevins
  207-642-8033
  jnevins@fairpoint.com
   
  Connie Gemmer
  (207) 774-2458, x 102
 
connie@bartongingold.com

 
FAIRPOINT APPOINTS BALLANTYNE TO KEY
 
ECONOMIC DEVELOPMENT POST
 
Company to support regional economic development efforts

SOUTH PORTLAND, ME (November 27, 2007)– FairPoint Communications, Inc. (NYSE: FRP) today announced Bruce Ballantyne has been appointed vice president of economic development. He will be responsible for leading FairPoint’s participation and support of local economic development activities in Maine, New Hampshire and Vermont.

FairPoint officials said the proposed merger between FairPoint and Verizon wireline operations in Maine, New Hampshire and Vermont is expected to result in significant job creation and have a positive impact on the northern New England economy.

 “This is truly an opportunity for FairPoint to partner with state and community leaders to help grow and expand businesses in Maine, New Hampshire and Vermont as well as recruit new businesses to the region,” said Gene Johnson, chairman and CEO of FairPoint. “We want to play an active role in the economic development efforts in the regions we serve. I cannot think of a person better suited for this role in northern New England than Bruce.”

Ballantyne will work with local, regional and state leaders to support policies and programs that promote technological innovation to help create opportunities for economic growth. He stated, “FairPoint is committed to providing high-quality communications services and continuing to invest in the region. It’s important that FairPoint act as a catalyst for continuing growth and economic development across northern New England. This is an exciting opportunity and I can’t wait to get started.”

Ballantyne, who has an office in South Portland, Maine, previously served as director of operations and engineering at FairPoint in the northeast. He began his career with a FairPoint company in 1981 as an installation repairman. He graduated from Erskine Academy in South China, Maine, received an associate degree from the University of Maine and later earned his business management degree from Westbrook College. He is a Lieutenant Colonel in the Air National Guard, having served for 27 years, and
 

 


is an active volunteer in his community of Gorham, Maine. He has been involved in the telecommunications industry having previously served on the board of directors of the Telephone Association of Maine and chaired the Network Services Committee for the Telephone Association of New England.

FairPoint recently announced it intends to hire approximately 675 employees in conjunction with the proposed merger between FairPoint and Verizon’s wireline operations in Maine, New Hampshire and Vermont. FairPoint expects to create approximately 145 positions in Vermont, approximately 250 positions in New Hampshire and approximately 280 new positions in Maine. These positions will include opportunities in a wide range of functional areas and will be located in various locations throughout the three states.

The transaction is contingent upon regulatory approval in Vermont, New Hampshire and Maine.
 
 
About FairPoint
 
FairPoint Communications, Inc. is an industry leading provider of communications services to rural and small urban communities across the country. Today, FairPoint owns and operates 30 local exchange companies in 18 states offering advanced communications with a personal touch including local and long distance voice, data, Internet, video and broadband services. FairPoint is traded on the New York Stock Exchange under the symbol FRP.  Learn more at www.fairpoint.com.
 
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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