-----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, DR+uSN3haMWekF9Tv5Ymbq97z6pEG1+yRJPLubzEEAOflgBKNZfK8QvIb1R6s+dE u3GTgQcMXZT5G0ZScKqgGQ== 0001144204-07-058753.txt : 20071107 0001144204-07-058753.hdr.sgml : 20071107 20071107150209 ACCESSION NUMBER: 0001144204-07-058753 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071107 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071107 DATE AS OF CHANGE: 20071107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Consolidated Communications Holdings, Inc. CENTRAL INDEX KEY: 0001304421 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 020636095 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51446 FILM NUMBER: 071221095 BUSINESS ADDRESS: STREET 1: 121 SOUTH 17TH STREET CITY: MATTOON STATE: IL ZIP: 61938 BUSINESS PHONE: (217) 235-3311 MAIL ADDRESS: STREET 1: 121 SOUTH 17TH STREET CITY: MATTOON STATE: IL ZIP: 61938 FORMER COMPANY: FORMER CONFORMED NAME: Consolidated Communications Illinois Holdings, Inc. DATE OF NAME CHANGE: 20040927 8-K 1 v092829_8k.htm Unassociated Document
 


 
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 7, 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)

o    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)) 
 
 






On November 7, 2007, Consolidated Communications Holdings, Inc. (the “Company”) and North Pittsburgh Systems, Inc. (“North Pittsburgh”) issued a press release to report on regulatory developments relating to the pending merger between the Company and North Pittsburgh. A copy of this press release is included as Exhibit 99.1 to this Form 8-K and incorporated into this Item 8.01 by reference.

Item 9.01. Financial Statements and Exhibits.
 
(d)
Exhibits.
 
Exhibit No.
 
Description
99.1
 
Press Release dated November 7, 2007




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: November 7, 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 November 7, 2007


 
EX-99.1 2 v092829_ex99-1.htm Unassociated Document
EXHIBIT 99.1
 
NORTH PITTSBURGH SYSTEMS, INC.
4008 GIBSONIA ROAD
GIBSONIA, PA 15044-9311


North Pittsburgh Contact:
Consolidated Contact:
Harry R. Brown
Stephen Jones
President and Chief Executive Officer
Vice President - Investor Relations
(724) 443-9583
(217) 258-9522
 
investor.relations@consolidated.com
 
NORTH PITTSBURGH SYSTEMS AND CONSOLIDATED COMMUNICATIONS REPORT
REGULATORY DEVELOPMENTS RELATING TO CONTEMPLATED MERGER
 
GIBSONIA, Penn., Nov. 7 /PRNewswire-FirstCall/ -- North Pittsburgh Systems, Inc. (“North Pittsburgh”) (Nasdaq: NPSI) and Consolidated Communications Holdings, Inc. (“Consolidated”) (Nasdaq: CNSL) have announced that, in connection with their pending merger, the Federal Communications Commission (the “FCC”) has approved the transfer of control of North Pittsburgh to Consolidated under the rules and regulations of the FCC. This approval satisfies a condition to the completion of the merger.
 
The merger is also conditioned upon, among other things, approval by the Pennsylvania Public Utility Commission (the “Pennsylvania PUC”) of the transfer of control to Consolidated of North Pittsburgh’s regulated subsidiaries. As contemplated by the proxy statement/prospectus of North Pittsburgh and Consolidated dated October 9, 2007, the regulated North Pittsburgh subsidiaries, Consolidated and four protesting or intervening parties filed a joint petition for approval of a settlement agreement that requests the Pennsylvania PUC to issue an order approving the merger application. The presiding administrative law judge is preparing an Initial Decision on the settlement for the Pennsylvania PUC’s consideration. In the meantime, the Broadband Cable Association of Pennsylvania and Full Service Computing Corporation, d/b/a Full Service Network, have withdrawn their protests, and Core Communications, Inc. has withdrawn its petition to intervene. As a consequence, there no longer is any party in the Pennsylvania PUC proceeding opposing the merger or the settlement.

On November 13, 2007, North Pittsburgh will hold its annual meeting of shareholders, at which its shareholders will elect directors and also will consider a proposal to approve and adopt the merger agreement between North Pittsburgh and Consolidated. Such approval is a condition to the completion of the merger.

Proxy Statement/Prospectus

This material is not a substitute for the proxy statement/prospectus of North Pittsburgh and Consolidated dated October 9, 2007 which was declared effective on October 9, 2007. Investors are urged to read the proxy statement/prospectus, which contains important information, including detailed risk factors. The proxy statement/prospectus is, and other documents which will be filed by North Pittsburgh and Consolidated with the Securities and Exchange Commission will be, available free of charge at the Securities and Exchange Commission’s website, http://www.sec.gov, or by directing a request to North Pittsburgh’s proxy solicitors, MacKenzie Partners, Inc., collect at (212) 929-5500 or toll-free at (800) 322-2885. The definitive proxy statement/prospectus was first mailed to shareholders of North Pittsburgh on October 12, 2007.
 

 

North Pittsburgh Systems and Consolidated Communications Report
Regulatory Developments Relating to Contemplated Merger
Page 2 of 2
 
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

North Pittsburgh and Consolidated, 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 North Pittsburgh is set forth in the proxy statement/prospectus and North Pittsburgh’s Annual Report on Form 10-K for the year ended December 31, 2006, as amended. Information about the directors and executive officers of Consolidated is set forth in the proxy statement for Consolidated’s 2007 annual meeting of shareholders. Investors may obtain additional information regarding the interests of such participants in the proposed transactions by reading the definitive proxy statement/prospectus.


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