-----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, Sn7cTwq96snyI2dFlZPh3MDWTQz/KEBx5rFN70OwU1hivcYbM1/zOX+umqDg97Fq PP6pY7orTacDbLQ5ZLxUTg== 0000897101-07-001591.txt : 20070806 0000897101-07-001591.hdr.sgml : 20070806 20070806085002 ACCESSION NUMBER: 0000897101-07-001591 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070803 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070806 DATE AS OF CHANGE: 20070806 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: 071025671 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 newulm073227_8-k.htm FORM 8-K DATED AUGUST 3, 2007 New Ulm Telecom, Inc. Form 8-K dated August 3, 2007
 
 


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

August 3, 2007
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, Minnesota 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 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On August 3, 2007, New Ulm Telecom, Inc. (“New Ulm”) entered into an Agreement and Plan of Merger under which, subject to the satisfaction or waiver of the conditions in the agreement, New Ulm will acquire all of the outstanding shares of Hutchinson Telephone Company (“HTC”) for approximately $62 million in cash. After giving effect to closing date adjustments for cash, working capital and transaction expenses, the overall transaction size will be approximately $77 million.

The proposed transaction is subject to customary closing conditions and regulatory approvals and approval by the shareholders of HTC. The transaction has been unanimously approved by the Boards of Directors of both companies and is expected to close late in the fourth quarter of 2007. New Ulm is funding the purchase from cash and borrowings. The transaction is being structured as a reverse triangular merger under which a newly formed subsidiary of New Ulm will merge into HTC at closing with HTC continuing as a subsidiary of New Ulm.

Information on this transaction is contained in the attached press release. Additional information regarding this transaction will be included in New Ulm’s Form 10-Q for the quarter ended June 30, 2007, which will be filed with the Securities and Exchange Commission on or before August 9, 2007.

 

 

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.


 

 

 

 

(d)

Exhibits

          Exhibit 99.1 Press Release dated August 6, 2007 regarding Agreement and Plan of Merger between New Ulm Telecom, Inc and Hutchinson Telephone Company.


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: August 6, 2007

By: 

/s/ Bill Otis

 

 

 


 

 

 

       Bill Otis

 

 

       President and Chief Executive Officer



EX-99.1 2 newulm073227_ex99-1.htm NEWS RELEASE DATED AUGUST 6, 2007 Exhibit 99.1 to New Ulm Telecom, Inc. Form 8-K dated August 3, 2007

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. and Hutchinson Telephone Company Execute Definitive Merger Agreement

New Ulm, MN – On August 6, 2007, New Ulm Telecom, Inc. (“New Ulm”) (NULM.OB) and Hutchinson Telephone Company (“HTC”) announced that they have entered into a definitive merger agreement under which New Ulm will acquire Hutchinson Telephone Company for approximately $62 million in cash. After giving effect to closing date adjustments for HTC cash and working capital, and transaction expenses, the overall transaction size is approximately $77 million.

The acquisition will result in a combined company that provides phone, video and internet services with over 50,000 connections in a number of Minnesota and Iowa communities.

“New Ulm is excited about the acquisition of Hutchinson Telephone Company into a new combined company,” said Bill Otis, President and CEO of New Ulm. “New Ulm and HTC are both well-established companies with 100-year histories in South Central Minnesota. Each company also has a strong commitment to its community. We believe the strategic combination of these two companies will enable us take advantage of developing industry technologies and continue our commitment to provide excellent customer service in all of our communities.”

Walter S. Clay, Chairman, President and CEO of HTC, said, “We believe we are putting our company and its customers in good hands. I have known and worked with New Ulm management for many years. They are a strong and competent group.”

The proposed transaction is subject to customary closing conditions, regulatory approvals and approval by the shareholders of Hutchinson Telephone Company. The transaction has been unanimously approved by the Boards of Directors of both companies and is expected to close late in the fourth quarter of 2007. New Ulm is funding the purchase from cash and borrowings. The transaction is being structured as a reverse triangular merger under which a newly-formed subsidiary of New Ulm will merge into HTC at closing with HTC continuing as a subsidiary of New Ulm.

About New Ulm

New Ulm owns and operates incumbent local exchange carriers (ILECs) and a competitive local exchange carrier (CLEC) that provide, own and operate phone, video and internet services in a number of Minnesota and Iowa communities. New Ulm also sells and services cellular phones



and accessories, customer premise equipment and transport operations. New Ulm also holds a 25.18% investment in FiberComm, LC, a CLEC based in Sioux City, Iowa and on November 3, 2006, New Ulm acquired a 33.33% ownership interest in Hector Communications Corporation, which provides phone, video and internet services to a number of communities in Minnesota and Wisconsin.

Advisors

Williams & Company Communications, Inc. acted as special financial advisor to New Ulm and Lindquist & Vennum, P.L.L.P. acted as legal counsel.

Stifel Nicolaus & Company, Incorporated acted as financial advisor and Leonard, Street and Deinard, Professional Association acted as legal counsel to HTC in the transaction. Stifel has issued an opinion to Hutchinson’s Board of Directors that, subject to the assumptions included in the opinion, the price to be paid to Hutchinson’s shareholders in the transaction is fair to such shareholders from a financial point of view.

Forward-Looking Statements

Statements about New Ulm’s future prospects are forward-looking and, therefore, involve certain risks and uncertainties. These and other risk factors are discussed in New Ulm’s Report on Form 10-K for the year ended December 31, 2006 and from time to time in its other filings with the Securities and Exchange Commission.

In addition to these factors, forward looking statements in this press release are subject to (i) the ability of New Ulm and HTC to obtain the required regulatory approvals needed for consummation of the merger, (ii) the approval by the shareholders of HTC, and (iii) the ability of New Ulm to operate the combined company in a profitable manner after the merger.

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