8-K

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): July 1, 2007

CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-51446	02-0636095
(State of Incorporation)	Commission File Number	(IRS employer identification no.)

121 South 17th Street
Mattoon, Illinois	61938-3987
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (217) 235-3311

Not Applicable

(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:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x 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 July 1, 2007, Consolidated Communications Holdings, Inc. (the “Company”) and North Pittsburgh Systems, Inc. (“North Pittsburgh”) entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides for a business combination whereby Fort Pitt Acquisition Sub Inc. (“Merger Sub”), a Pennsylvania corporation and wholly-owned subsidiary of the Company, will merge with and into North Pittsburgh (the “Merger”). As a result of the Merger, the separate corporate existence of Merger Sub will cease and North Pittsburgh will continue as the surviving corporation and a wholly-owned subsidiary of the Company.

At the effective time of the Merger, 80% of the shares of North Pittsburgh common stock (other than shares held in treasury of North Pittsburgh or owned by the Company and Merger Sub) will be converted into the right to receive $25.00 in cash, without interest, per share, for an approximate total of $300.1 million in cash, and the remainder of the shares of North Pittsburgh common stock (other than shares held in treasury of North Pittsburgh or owned by the Company and Merger Sub) will be converted into the right to receive 1.1061947 shares of common stock of the Company, or an approximate total of 3.32 million shares of the Company’s common stock. North Pittsburgh’s stockholders may elect to exchange each share of North Pittsburgh common stock for either $25.00 in cash or 1.1061947 shares of the Company’s common stock, subject to proration so that 80% of the North Pittsburgh shares will be exchanged for cash and 20% for stock.

The Company intends to finance the cash portion of the acquisition price with debt and cash on hand. The Company has obtained a commitment for the financing necessary to complete the transaction from Wachovia Bank, National Association.

The Merger is subject to approval by North Pittsburgh’s stockholders. Approval by the Company’s stockholders is not required. In addition, the Merger is subject to regulatory approvals as well as other customary closing conditions.

The Company and North Pittsburgh have made customary representations, warranties and covenants in the Merger Agreement, including North Pittsburgh agreeing not to solicit alternative transactions or, subject to certain exceptions, to enter into discussions concerning, or provide confidential information in connection with, an alternative transaction. The Merger Agreement contains certain termination rights for both the Company and North Pittsburgh, and further provides that, upon termination of the Merger Agreement under certain circumstances, North Pittsburgh may be obligated to pay the Company a termination fee of $11.25 million, plus the Company’s out-of-pocket expenses of up to $1.5 million.

Item 8.01 - Other Events.

On July 2, 2007, the Company and North Pittsburgh announced that they had entered into the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. On July 2, 2007, the Company is making a presentation to investors and analysts, a copy of the written materials for which is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Safe Harbor

Any statements other than statements of historical facts, including statements about management’s beliefs and expectations, are forward-looking statements and should be evaluated as such. These statements are made on the basis of management’s views and assumptions regarding future events and business performance. Words such as “estimate,” “believe,” “anticipate,” “expect,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements (including oral

representations) involve risks and uncertainties that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. These risks and uncertainties include the Company’s ability to complete the acquisition, successfully integrate North Pittsburgh’s operations and realize the synergies from the acquisition, as well as a number of other factors related to the businesses of the Company and North Pittsburgh, including various risks to stockholders of not receiving dividends and risks to the Company's ability to pursue growth opportunities if the Company continues to pay dividends according to the current dividend policy; various risks to the price and volatility of the Company’s common stock; the substantial amount of debt and the Company's ability to incur additional debt in the future; the Company's need for a significant amount of cash to service and repay the debt and to pay dividends on the Company’s common stock; restrictions contained in the Company’s debt agreements that limit the discretion of management in operating the business; the ability to refinance the existing debt as necessary; regulatory changes, rapid development and introduction of new technologies and intense competition in the telecommunications industry; risks associated with the Company’s possible pursuit of acquisitions; economic conditions in the Company’s and North Pittsburgh's service areas in Illinois, Texas and Pennsylvania; system failures; losses of large customers or government contracts; risks associated with the rights-of-way for the network; disruptions in the relationship with third party vendors; losses of key management personnel and the inability to attract and retain highly qualified management and personnel in the future; changes in the extensive governmental legislation and regulations governing telecommunications providers and the provision of telecommunications services; telecommunications carriers disputing and/or avoiding their obligations to pay network access charges for use of the Company’s network; high costs of regulatory compliance; the competitive impact of legislation and regulatory changes in the telecommunications industry; and liability and compliance costs regarding environmental regulations. These and other risks and uncertainties are discussed in more detail in the Company’s and North Pittsburgh’s filings with the Securities and Exchange Commission, including our respective reports on Form 10-K and Form 10-Q.

Many of these risks are beyond management's ability to control or predict. All forward-looking statements attributable to the Company, North Pittsburgh or persons acting on behalf of each of them are expressly qualified in their entirety by the cautionary statements and risk factors contained in this Report and the companies’ filings with the Securities and Exchange Commission. Because of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. Furthermore, forward-looking statements speak only as of the date they are made. Except as required under the federal securities laws or the rules and regulations of the Securities and Exchange Commission, we do not undertake any obligation to update or review any forward-looking information, whether as a result of new information, future events or otherwise.

Prospectus/Proxy Statement

This material is not a substitute for the prospectus/proxy statement the Company and North Pittsburgh will file with the Securities and Exchange Commission. Investors are urged to read the prospectus/proxy statement, which will contain important information, including detailed risk factors, when it becomes available. The prospectus/proxy statement and other documents which will be filed by the Company and North Pittsburgh with the Securities and Exchange Commission will be available free of charge at the Securities and Exchange Commission's website, www.sec.gov, or by directing a request when such a filing is made to Consolidated Communications, 121 South 17^th Street, Mattoon, IL 61938, Attention: Investor Relations; or to North Pittsburgh, 4008 Gibsonia Road, Gibsonia, Pennsylvania 15044, Attention: Investor Relations. The final prospectus/proxy statement will be mailed to shareholders of North Pittsburgh.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy 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 such jurisdiction.

Proxy Solicitation

The Company and North Pittsburgh, and certain of their respective directors, executive officers and other members of management and employees are participants in the solicitation of proxies in connection with the proposed transactions. Information about the directors and executive officers of the Company is set forth in the proxy statement for the Company’s 2007 annual meeting of shareholders. Information about the directors and executive officers of North Pittsburgh is set forth in the company’s Annual Report on Form 10-K for the year ended December 31, 2006, as amended. Investors may obtain additional information regarding the interests of such participants in the proposed transactions by reading the prospectus/proxy statement for such proposed transactions when it becomes available.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release dated July 2, 2007.
99.2	Investor/Analyst Presentation Materials.

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.

Date: July 2, 2007
	Consolidated Communications Holdings, Inc.
	By:	/s/ Steven L. Childers
		Name: Steven L. Childers Title:  Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated July 2, 2007.
99.2	Investor/Analyst Presentation Materials.

EX-99.1

logo_consolidated.jpg	logo_northpitt.jpg
Consolidated Contact: Stephen Jones Vice President - Investor Relations 217-258-9522 investor.relations@consolidated.com	North Pittsburgh Contact: Allen Kimble Senior Vice President 724-443-9583

Consolidated Communications Reaches a Definitive Merger Agreement to Acquire
North Pittsburgh Systems, Inc. for $375.1 Million
- Expands Consolidated’s Markets by Adding over 127,000 Access Line Equivalents -
- Free Cash Flow Accretive in First Year -
- Maintains Current Dividend and Improves Payout Ratio -

Mattoon, IL and Gibsonia, PA - July 2, 2007 - Consolidated Communications Holdings, Inc. (Nasdaq: CNSL) announced today that it has entered into a definitive agreement to acquire North Pittsburgh Systems, Inc. (Nasdaq: NPSI) for $25 per share in a taxable cash and stock transaction with a total consideration of $375.1 million, based on Consolidated’s June 29, 2007 closing price. This represents a 17.6 percent premium over North Pittsburgh’s closing price on June 29, 2007. North Pittsburgh shareholders may elect to exchange each share of North Pittsburgh common stock for either $25 in cash or 1.1061947 shares of Consolidated common stock, subject to proration so that 80 percent of the North Pittsburgh shares will be exchanged for cash and 20 percent for stock. The share exchange ratio is fixed and is not subject to any collars.

Consolidated intends to finance the cash portion of the purchase price with debt and cash on hand. Consolidated has obtained a commitment for the financing necessary to complete the transaction from Wachovia Bank, N.A. Wachovia Securities is also Consolidated’s financial advisor on this transaction and has rendered a fairness opinion in connection with the transaction to the Board of Directors of Consolidated.

On a pro forma basis, for the twelve months ending March 31, 2007, the combined company would have had revenues of approximately $425.5 million, 293,400 ILEC access lines, 66,300 CLEC access line equivalents, 72,200 DSL subscribers and 1,400 employees.

“The North Pittsburgh team has established a strong reputation with its customers and in the communities it serves,” said Bob Currey, Consolidated’s president and chief executive officer. “North Pittsburgh delivers an attractive market, a strong network, and a history of success, providing a solid foundation on which we can build. Consolidated has a proven track record of combining telecommunications properties and achieving efficiencies for the combined company. We believe North Pittsburgh will be an excellent complement to our Illinois and Texas operations.”

“For the past 101 years, we have focused on building a high quality integrated telecommunications business in Western Pennsylvania,” said Harry Brown, president and chief executive officer. “Consolidated is a leader in delivering innovative products, such as IPTV, to its markets and we believe this merger provides an exciting opportunity to expand upon our existing offerings. In addition, we are confident Consolidated’s customer focus will benefit both our customers and shareholders.”

The acquisition is not subject to a financing condition and is expected to close either in the fourth quarter of 2007 or first quarter of 2008, subject to certain customary conditions, including approvals from federal and state regulators and North Pittsburgh’s shareholders. North Pittsburgh will pay its regular July dividend and expects to pay its regular dividend in October, but has agreed not to pay further dividends. North Pittsburgh expects to call a shareholders meeting for Fall 2007, at which this transaction will be submitted to North Pittsburgh’s shareholders for approval and the company will hold its 2007 annual meeting for the election of directors and other matters. Approval by Consolidated’s shareholders is not required.

Page 1 of 4

Strategic Rationale

With the acquisition of North Pittsburgh, Consolidated adds growing, affluent markets that are supported by an advanced network. The network can be leveraged to increase the penetration of broadband products and, with limited capital investment, to rollout video service. Approximately 99 percent of North Pittsburgh access lines are currently DSL capable and Consolidated expects to launch its video product in the Western Pennsylvania markets in 2008. Upon close of the transaction, Consolidated expects to realize both annual operating and capital synergies. Operating synergies are estimated at approximately $7.0 million in 2008 and approximately $11.0 million in 2009 and beyond. Capital synergies are estimated at approximately $3.0 million in 2008 and $6.0 million in 2009 and beyond. In addition, Consolidated estimates the transaction will be accretive to cash flow by approximately 6.0 percent (which Consolidated tracks as cash available to pay dividends), after synergies, in the first full year of operations.

North Pittsburgh Operating Statistics at March 31, 2007

·   ILEC lines were 61,500.

·   CLEC access line equivalents were 66,300.

·   DSL subscribers were 16,300.

Conference Call Information

Consolidated will host a conference call today, July 2, 2007 at 10:00 a.m. Central Time to discuss the acquisition. The call is being webcast and both the slides and webcast can be accessed from the “Investor Relations” section of the company’s website at http://www.consolidated.com. The webcast will also be archived on the company’s website. If you do not have internet access, the conference call dial-in number is 1-800-642-1783. International parties can access the call by dialing 1-706-679-5600. A telephonic replay of the conference call will also be available starting two hours after completion of the call until July 5, 2007 at midnight Eastern Time. To hear the replay, parties in the United States and Canada should call 1-800-642-1687 and international parties should call 1-706-645-9291 and enter pass code 5047553.

Other Information

Evercore Group L.L.C. is North Pittsburgh’s financial advisor and rendered a fairness opinion to North Pittsburgh. Hughes Hubbard & Reed LLP and Thomas, Thomas, Armstrong & Niesen acted as legal counsel to North Pittsburgh. Schiff Hardin LLP acted as legal counsel to Consolidated.

Safe Harbor

Any statements other than statements of historical fact, including statements about management’s beliefs and expectations, are forward-looking statements and should be evaluated as such. These statements are made on the basis of management's views and assumptions regarding future events and business performance. Words such as “estimate,” "believe," "anticipate," "expect," and similar expressions are intended to identify forward-looking statements. Forward-looking statements (including oral representations) involve risks and uncertainties that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. These risks and uncertainties include Consolidated’s ability to complete the acquisition, successfully integrate North Pittsburgh’s operations and realize the synergies from the acquisition, as well as a number of other factors related to the businesses of Consolidated and North Pittsburgh, including various risks to shareholders of not receiving dividends and risks to Consolidated’s ability to pursue growth opportunities if Consolidated continues to pay dividends according to the current dividend policy; various risks to the price and volatility of Consolidated’s common stock; the substantial amount of debt and Consolidated’s ability to incur additional debt in the future; Consolidated’s need for a significant amount of cash to service and repay the debt and to pay dividends on the common stock; restrictions contained in the debt agreements that limit the discretion of management in operating the business; the ability to refinance the existing debt as necessary; regulatory changes, rapid development and introduction of new technologies and intense competition in the telecommunications industry; risks associated with Consolidated’s possible pursuit of acquisitions; economic conditions in the Consolidated and North Pittsburgh service areas in Illinois, Texas and Pennsylvania; system failures; losses of large customers or government contracts; risks associated with the rights-of-way for the network; disruptions in the relationship with third party vendors; losses of key management personnel and the inability to attract and retain highly qualified management and personnel in the future; changes in the extensive governmental legislation and regulations governing telecommunications providers and the provision of telecommunications services; telecommunications carriers disputing and/or avoiding their obligations to pay network access charges for use of Consolidated’s network; high costs of regulatory compliance; the competitive impact of legislation and regulatory changes in the telecommunications industry; and liability and compliance costs regarding environmental regulations. These and other risks and uncertainties are discussed in more detail in Consolidated’s and North Pittsburgh’s filings with the Securities and Exchange Commission, including our respective reports on Form 10-K and Form 10-Q.

Page 2 of 4

Many of these risks are beyond management’s ability to control or predict. All forward-looking statements attributable to Consolidated, North Pittsburgh or persons acting on behalf of them are expressly qualified in their entirety by the cautionary statements and risk factors contained in this press release and the companies’ filings with the Securities and Exchange Commission. Because of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. Furthermore, forward-looking statements speak only as of the date they are made. Except as required under the federal securities laws or the rules and regulations of the Securities and Exchange Commission, Consolidated and North Pittsburgh do not undertake any obligation to update or review any forward-looking information, whether as a result of new information, future events or otherwise.

Prospectus/Proxy Statement

This material is not a substitute for the prospectus/proxy statement Consolidated Communications Holdings, Inc and North Pittsburgh Systems, Inc. will file with the Securities and Exchange Commission. Investors are urged to read the prospectus/proxy statement, which will contain important information, including detailed risk factors, when it becomes available. The prospectus/proxy statement and other documents which will be filed by Consolidated Communications Holdings, Inc. and North Pittsburgh Systems, Inc. with the Securities and Exchange Commission will be available free of charge at the SEC's website, www.sec.gov, or by directing a request when such a filing is made to Consolidated Communications, 121 South 17^th Street, Mattoon, IL 61938, Attention: Investor Relations; or to North Pittsburgh Systems, Inc., 4008 Gibsonia Road, Gibsonia, Pennsylvania 15044, Attention: Investor Relations. The final prospectus/proxy statement will be mailed to shareholders of North Pittsburgh Systems, Inc.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy 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 such jurisdiction.

Page 3 of 4

Proxy Solicitation

Consolidated Communications Holdings, Inc and North Pittsburgh Systems, Inc., and certain of their respective directors, executive officers and other members of management and employees are participants in the solicitation of proxies in connection with the proposed transactions. Information about the directors and executive officers of Consolidated Communications Holdings, Inc. is set forth in the proxy statement for Consolidated Communications Holdings, Inc.’s 2007 annual meeting of shareholders. Information about the directors and executive officers of North Pittsburgh Systems, Inc. is set forth in the company’s Annual Report on Form 10-K for the year ended December 31, 2006, as amended. Investors may obtain additional information regarding the interests of such participants in the proposed transactions by reading the prospectus/proxy statement for such proposed transactions when it becomes available.

About Consolidated Communications Holdings, Inc.

For more information please visit http://ir.consolidated.com.

About North Pittsburgh Systems, Inc.

For more information please visit http://www.northpittsburgh.com/relations.asp.

Page 4 of 4

EX-99.2

Acquisition of North Pittsburgh Systems, Inc.

July 2, 2007

EXHIBIT 99.2

1

2

3

Senior Management Representatives

Bob Currey, President and Chief Executive Officer

Steve Childers, Chief Financial Officer

4

Transaction Highlights

Expands Consolidated’s footprint

North Pittsburgh provides:

An integrated telecommunications business providing ILEC, edge-out CLEC and Internet
services

An extensive fiber network that extends into Pittsburgh and surrounding communities

As of March 31, 2007, it served 61,500 ILEC access lines, 66,300 CLEC access line
equivalents and 16,300 DSL subscribers

After completion of this transaction Consolidated will be the 12^th largest telephone company in the
United States

Provides an advanced network

99% DSL capable today, at speeds up to 10 megabits per second

Enables rollout IPTV in 2008  

Opportunity to grow the product suite, increase penetration and improve customer
retention

Improves the dividend payout ratio

Integration of North Pittsburgh onto Consolidated’s operating platform will improve operating
efficiencies and drive annual cash synergies

Strong cash flow from wireless partnerships

Cash flow accretive in first full year of operations (post synergies)

5

North Pittsburgh Current Operations

North Pittsburgh Systems, Inc.

LTM Revenue ………………………….. $101.2M

LTM Adjusted EBITDA ………………... $44.8M

ILEC access lines ………… ……………61,500

CLEC access line equivalents ……… .. 66,300

DSL subscribers ………………...………16,260

Employees ……………………………… 300

6

CNSL Acquisition Criteria

Attractiveness of the markets

High growth, affluent markets

Edge-out CLEC provides synergy with ILEC

Quality of the network

Well maintained plant

Short loops enable higher broadband speeds and efficient video
overlay

Ability to integrate efficiently

Leverage existing, proven systems and processes

Potential for operating synergies

$7-11 million annually in estimated Op Ex savings

$3-6 million annually in estimated Cap Ex savings

Cash flow accretive

Improves dividend payout ratio

7

Consolidated’s Strategy for North Pittsburgh Market

Grow Revenue

Launch IPTV

Aggressively market broadband products and the triple play bundle

Retain customers

Leverage North Pittsburgh’s new pricing/bundling strategy

Create “stickiness” with existing products and leverage the triple play offer

Build on North Pittsburgh’s initiatives by implementing the best customer care and
community involvement practices from both companies

Improve operating efficiency

Move to centralized organization structure

Integrate the properties utilizing Consolidated’s proven processes

Achieve synergies

Leverage economies of scale

8

Synergies

Consolidation

One Functional Organization Across Three Markets

Leverage Consolidated’s operating capabilities

Leveraging Scale

Software licenses

Maintenance contracts

Purchasing contracts

Reduce third party costs

Legal fees

Audit and SOXfees

Outsourced billing and financial system costs

Public company fees

9

Transaction Summary

10

Next Steps

North Pittsburgh shareholder approval

Regulatory approvals

FCC

PA state commission

Hart-Scott-Rodino

Expect to complete transaction in Q4 2007 or Q1 2008

11

Summary

Expands the footprint with high growth, affluent markets similar
to existing Texas markets

Provides an advanced network that can be leveraged to rollout
new broadband products, such as IPTV

Provides the opportunity to increase product penetration and
improve customer retention

Improves Consolidated’s financial profile and meets our stated
acquisition criteria

12