-----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, CBE+SHYNqqOBTxXiSiun8dDFFKyuJTPqtahDLlbOd9nQm/Umhaqy6sScTOL6lSmY 5cU9xa6jG5HxaX78DPHuTQ== 0000897101-06-002043.txt : 20061010 0000897101-06-002043.hdr.sgml : 20061009 20061010141234 ACCESSION NUMBER: 0000897101-06-002043 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061006 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061010 DATE AS OF CHANGE: 20061010 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: 061137139 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 newulm063862_8k.htm FORM 8-K DATED OCTOBER 6, 2006 New Ulm Telecom, Inc. Form 8-K Dated October 6, 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

 

October 6, 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

of incorporation)

(Commission

File Number)

(IRS Employer

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):

o    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))



 
 



Item 2.01 Completion of Acquisition or Deposition of Assets

 

See Item 8.01, Other Events

 

Item 8.01 Other Events

 

On October 6, 2006, New Ulm Telecom, Inc. (the “Company”) received the proceeds from the sale of its 9.88% investment in Midwest Wireless Holdings L.L.C. (Midwest) which was acquired by Alltel Corporation (Alltel) on October 2, 2006. Under the terms of the acquisition of Midwest by Alltel, 90% of the proceeds were distributed at closing, with an additional 4% to be distributed six months later, and the final 6% to be distributed 18 months later, subject to certain contingencies. Accordingly, the Company expects to receive additional payments of approximately $3 million in April 2007 and $5 million in April 2008, subject in each case to the contingencies in the agreement. The Company expects to pay $25 million in taxes related to the sale of its interest in Midwest.

 

On October 6, 2006, the Company’s Board of Directors declared a special dividend of $2.75 per share payable on October 25, 2006 to shareholders of record as of October 20, 2006. On October 6, 2006, the Company had 5,115,435 shares outstanding.

 

The Company also announced that it intends to use approximately $18 million of the proceeds, after payment of taxes of approximately $25 million, in connection with its purchase of one third of Hector Communications Corporation, which the Company expects to close prior to year-end.       

 

Pending use of the remaining proceeds, the Company is investing in short-term government securities.

 


Item 9.01

Financial Statements and Exhibits.

 

 

(d)

Exhibits

 

99.1

Press release dated October 6, 2006






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: October 10, 2006

 

By: 


/s/ Nancy Blankenhagen

 

 

 

Nancy Blankenhagen

Chief Financial Officer








EX-99.1 2 newulm063862_ex99-1.htm PRESS RELEASE DATED OCTOBER 6, 2006 Exhibit 99-1 to New Ulm Telecom, Inc. Form 8-K dated October 6, 2006

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. reports receipt of funds from sale of Midwest Wireless, announces Special Dividend.

 

NEW ULM, Minn., New Ulm Telecom, Inc. (OTCBB:NULM) announced today that on Friday, October 6, 2006, it received proceeds of approximately $74 million from the sale of its 9.88% interest in Midwest Wireless Holdings, L.L.C. (Midwest) which was acquired by Alltel Corporation (Alltel).

 

Under the terms of the acquisition between Alltel and Midwest, 90% of the proceeds were distributed at closing, with an additional 4% to be distributed six months later, and the final 6% 18 months later, subject to certain contingencies. Accordingly, New Ulm expects to receive additional payments of approximately $3 million in April 2007 and $5 million in April 2008, subject to certain contingencies.

 

In connection with the receipt of the funds from the sale of Midwest Wireless, the New Ulm Telecom, Inc. Board of Directors announced that it is declaring a special dividend of $2.75 per share payable on October 25, 2006 to shareholders of record as of October 20, 2006. This special dividend represents approximately 42% of the Company’s after-tax gain from the sale of its Midwest Wireless units. On October 6, 2006, the Company had 5,115,435 shares outstanding.

 

New Ulm Telecom, Inc. also announced that it intends to use approximately $18 million of the proceeds, after payment of taxes of approximately $25 million, in connection with its purchase of one third of Hector Communications Corporation, which New Ulm expects to close prior to year-end.

 

Pending use of the remaining proceeds, the Company is investing in short-term government securities.

 


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 New Ulm Telecom, Inc. 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, New Ulm Telecom, Inc. 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.




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