-----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, DVe8zlDC3GsGoA8Jv0WAcIr1KOqqZmCc9i/ahi49zLOMKF8u1pZajdYyRi9DM+/p BxoeEU/57ueyCmqutfSkpw== 0000897101-06-001316.txt : 20060627 0000897101-06-001316.hdr.sgml : 20060627 20060627140540 ACCESSION NUMBER: 0000897101-06-001316 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060627 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060627 DATE AS OF CHANGE: 20060627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW ULM TELECOM INC CENTRAL INDEX KEY: 0000071557 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 410440990 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-03024 FILM NUMBER: 06926673 BUSINESS ADDRESS: STREET 1: 400 2ND ST N CITY: NEW ULM STATE: MN ZIP: 56073 BUSINESS PHONE: 5073544111 MAIL ADDRESS: STREET 1: P O BOX 697 CITY: NEW ULM STATE: MN ZIP: 56073 FORMER COMPANY: FORMER CONFORMED NAME: NEW ULM RURAL TELEPHONE CO DATE OF NAME CHANGE: 19840816 8-K 1 nutele062576_8k.txt FORM 8-K DATED JUNE 27, 2006 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 JUNE 27, 2006 Date of report (Date of earliest event reported) NEW ULM TELECOM, INC. (Exact name of registrant as specified in its charter) MINNESOTA 0-3024 41-0440990 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 27 NORTH MINNESOTA STREET NEW ULM, MN 56073 (Address of principal executive offices, including zip code) (507) 354-4111 (Registrant's telephone number, including area code) 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): [_] 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On June 27, 2006, New Ulm Telecom, Inc. entered into a definitive agreement to acquire a one-third interest in Hector Communications Corporation through a recently formed corporation, Hector Acquisition Corporation. The Hector Acquisition Corporation is equally owned by New Ulm Telecom, Inc., Blue Earth Valley Communications, Inc. and Arvig Enterprises, Inc. Hector Acquisition Corporation has entered into a merger agreement to acquire all of the outstanding shares of Hector Communications Corporation. Information on this transaction is contained in the attached press releases. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits See "Exhibit Index." 2 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. New Ulm Telecom, Inc. Date: June 27, 2006 By: /s/ Nancy Blankenhagen -------------------------- Nancy Blankenhagen Chief Financial Officer 3 EXHIBIT INDEX Exhibit Number Description - ------- ----------------------------------------------------- 99-1 Press release, dated June 27, 2006. 99-2 Press release, dated June 27, 2006. 4 EX-99.1 3 nutele062576_ex99-1.txt PRESS RELEASE DATED JUNE 27, 2006 RE ACQUISITION EXHIBIT 99-1 NEWS RELEASE NEWS RELEASE NEWS RELEASE FROM: NU-Telecom FOR RELEASE: Immediate 27 N. Minnesota New Ulm, MN 56073 CONTACT: Bill Otis Tele. 507-354-4111 NU-Telecom 507-354-4111 E-mail: billotis@nu-telcom.net NEW ULM TELECOM, INC. AGREES TO ACQUIRE AN INTEREST IN HECTOR COMMUNICATIONS CORPORATION NEW ULM, MINN., (JUNE 27, 2006) - New Ulm Telecom, Inc. (OTCBB:NULM) today announced that it had agreed to acquire a one-third interest in Hector Communications Corporation (Hector) through a recently formed corporation, Hector Acquisition Corporation, to be owned equally by New Ulm Telecom, Inc., Blue Earth Valley Communications, Inc. and Arvig Enterprises, Inc. Completion of the transaction is subject to the approval of the shareholders of Hector Communications Corporation as well as the satisfaction of other conditions including state and federal regulatory approvals and the completion of Alltel Corporation's acquisition of Midwest Wireless Holdings, L.L.C. announced in November 2005. New Ulm and Hector are both members of Midwest Wireless Holdings, L.L.C. A separate announcement describing the transaction in greater detail was made today by Hector Communications Corporation. Bill Otis, President and Chief Executive Officer of New Ulm Telecom, Inc. stated that: "This acquisition will allow New Ulm and its partners to complement their current operations and will provide future operational growth for New Ulm Telecom, Inc." New Ulm Telecom, Inc. is a telecommunications provider serving rural communities in Minnesota and Iowa. At March 31, 2006, the Company served approximately 16,700 telephone access lines, 4,800 cable television subscribers and 5,400 Internet customers. Statements in this press release that are not historical, including statements regarding consummation of the proposed stock purchase described herein, are forward-looking and are subject to various risks and uncertainties that could cause actual results to vary materially from those stated. These risks and uncertainties include the risk that closing conditions may not be satisfied or waived as well as other risks and uncertainties set forth in New Ulm Telecom, Inc.'s Form 10-K for the year ended December 31, 2005 and Form 10-Q for the quarter ended March 31, 2006 filed with the Securities and Exchange Commission. New Ulm Telecom, Inc. disclaims any obligation to revise these forward-looking statements or to provide any updates regarding information contained in this release resulting from new information, future events or otherwise. EX-99.2 4 nutele062576_ex99-2.txt PRESS RELEASE DATED JUNE 27, 2006 RE CONSORTIUM EXHIBIT 99-2 June 27, 2006 Contact: Curtis A. Sampson, Chairman Steven H. Sjogren, President Paul N. Hanson, Vice President and Treasurer Telephone - (320) 848-6611 FOR IMMEDIATE RELEASE HECTOR COMMUNICATIONS CORPORATION AGREES TO BE ACQUIRED BY CONSORTIUM OF MINNESOTA TELEPHONE COMPANIES FOR $36.40 PER SHARE (Hector, Minnesota) - June 27, 2006 - Hector Communications Corporation (AMEX: HCT) today announced that it has entered into an definitive merger agreement with Hector Acquisition Corporation (HAC), a recently formed corporation owned by Blue Earth Valley Communications, Inc., Arvig Enterprises, Inc. and New Ulm Telecom, Inc. (OTCBB:NULM.BB), three independent local exchange carriers operating in Minnesota. Under the terms of the agreement, shareholders of Hector Communications Corporation (the "Company") will be entitled to receive $36.40 per share in cash and outstanding options will be cashed out. The Board of Directors of the Company has unanimously approved the merger agreement and will recommend that the Company's shareholders approve the merger when it is presented for shareholder approval at a shareholders meeting later this year. The Company's financial advisor, Stifel, Nicolaus & Company, Incorporated provided an opinion to the Company's Board that the consideration to be paid to the shareholders of the Company in the transaction is fair to such shareholders from a financial point of view. HAC has received a commitment letter from CoBank, ACB to provide the debt financing required for this transaction. The consummation of the merger transaction is subject to a number of conditions, including approval by state and federal regulatory authorities and achieving working capital and long-term debt levels specified in the agreement. In addition, completion of the merger is subject to closing of Alltel Corporation's acquisition of Midwest Wireless Holdings L.L.C. announced in November 2005. The Company is an owner of Midwest Wireless and, upon completion of the sale of Midwest Wireless to Alltel, expects to receive net, after tax proceeds of approximately $39,500,000. A Delaware court challenge to Alltel's acquisition of Midwest Wireless was recently dismissed, but the completion of this transaction is subject to several other conditions, including FCC and Hart-Scott-Rodino approvals. Based on information currently available to the Company, and subject to the satisfaction of all conditions to the merger, it is presently anticipated that HAC's acquisition of the Company will be completed in approximately 90 to 120 days. Curtis A. Sampson, Chairman and Chief Executive Officer stated: "The agreement with Hector Acquisition Corp. is the culmination of a process we began approximately one year ago to explore strategic alternatives available. We believe we have maximized shareholder value through this process." Hector Communications Corporation is a telecommunications holding company which through its subsidiaries provides telecommunications services in rural communities in Minnesota, Wisconsin and North Dakota. At March 31, 2006, the Company served approximately 29,400 telephone access lines, 8,000 cable television subscribers and 11,300 internet customers, as well as having minority ownership interests in many other telecommunications companies. CAUTIONARY STATEMENT The Private Securities Litigation Reform Act of 1995 contains certain safe harbor provisions regarding forward-looking statements. These statements may include, without limitation, statements with respect to anticipated future operating and financial performance, growth opportunities and growth rates, acquisition and divestiture opportunities, business strategies, business and competitive outlook and other similar forecasts and statements of expectation. Words such as expects, anticipates, intends, plans, believes, seeks, estimates and should, and variations of these words and similar expressions, are intended to identify these forward-looking statements. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from such statements. Due to the uncertainties listed and the fact that any forward-looking statements made by Hector and its management are based on estimates, projections, beliefs and assumptions of management, they are not guarantees of future performance. Except as required by law, Hector disclaims any obligation to update or revise any forward-looking statements based on the occurrence of future events, the receipt of new information, or otherwise. -----END PRIVACY-ENHANCED MESSAGE-----