Download FAIRPOINT COMMUNICATIONS INC (Form: 425

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 )
August 22, 2007
FairPoint Communications, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
333-56365
(Commission File Number)
521 East Morehead Street,
Suite 250,
Charlotte, North Carolina
(Address of principal executive offices)
Registrant's telephone number, including
area code
13-3725229
(IRS Employer Identification No.)
28202
(Zip Code)
(704) 344-8150
N/A
(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 (see General Instruction A.2. below):
[X] 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 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On August 22, 2007, Jane E. Newman was appointed to the board of directors of FairPoint Communications, Inc. (the “Company”) by the
Company’s existing directors to fill a vacancy on the board of directors. Ms. Newman was selected by Verizon Communications Inc.
(“Verizon”) as one of its designees to the Company’s board of directors in connection with the Company’s proposed merger (the “Merger”)
with Northern New England Spinco Inc., a subsidiary of Verizon (“Spinco”), pursuant to the Agreement and Plan of Merger, dated as of
January 15, 2007, by and among the Company, Verizon and Spinco, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated
as of April 20, 2007, Amendment No. 2 to Agreement and Plan of Merger, dated as of June 28, 2007, and Amendment No. 3 to Agreement and
Plan of Merger, dated as of July 3, 2007, in each case, by and among the Company, Verizon and Spinco.
Jane E. Newman, age 62, served as the Interim President of the University of New Hampshire in Durham, New Hampshire from 2006 to June
2007. Prior to assuming this role, Ms. Newman served as the Executive Dean of the John F. Kennedy School of Government at Harvard
University beginning in 2000. Ms. Newman served as the Interim Dean of Whittemore School of Business and Economics from 1998 to
1999. Ms. Newman has served as President of the Business and Industry Association of New Hampshire and later as President of the New
England Council. From 1995 to 1998 Ms. Newman was employed in various capacities by Exeter Trust Company. Prior to joining Exeter,
Ms. Newman was President, Founder and CEO of Coastal Broadcasting Corporation. Ms. Newman has also previously served as a director for
various audit committees, including the Compensation and Audit Committee for Markem Corporation, the Audit Committee for Consumers
Water Company in Portland, Maine and the Audit Committee at both the Public Service Company of New Hampshire and the Nellie Mae
Foundation. Ms. Newman has further served as a director of Fleet Bank and Indian Heads Bank, located in Nashua, New Hampshire.
Item 8.01 – Other Events.
On August 27, 2007, the Company issued a press release entitled “FairPoint’s Board of Directors Appoints New Director with Close Ties to
Northern New England” (the “Press Release”). The Press Release is being furnished by being attached hereto as Exhibit 99.1.
The Company has filed, and the Securities and Exchange Commission (“SEC”) has declared effective, a registration statement in connection
with the Merger. The Company urges investors to read this document and other materials filed and to be filed by the Company relating to the
Merger because they contain and will contain important information. Investors may obtain free copies of the registration statement, as well as
other filed documents containing information about the Company and the Merger, at www.sec.gov, the SEC’s website. Investors may also
obtain free copies of these documents and the Company’s other SEC filings at www.fairpoint.com under the Investor Relations section, or by
written request to FairPoint Communications, Inc., 521 E. Morehead Street, Suite 250, Charlotte, NC 28202, Attention: Investor Relations.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any 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 any such jurisdiction. No offering
of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Item 9.01
Financial Statements and Exhibits.
(c)Exhibits
Exhibit
Number
Description
99.1
Press Release, dated August 27, 2007
The information in Item 8.01 of this Current Report, including the exhibits attached hereto, is being furnished and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of such section. The information in Item 8.01 of this Current Report, including the exhibits attached hereto, shall not be incorporated
by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference
language in any such filing.
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.
FAIRPOINT COMMUNICATIONS, INC.
By: /s/ John P. Crowley
Name:
Title:
Date: August 27, 2007
John P. Crowley
Executive Vice President and Chief
Financial Officer
Exhibit 99.1
CONTACTS:
Investor Contact:
Media Contact:
Brett Ellis
(866) 377-3747
[email protected]
Rob Thompson
(704) 227-3633
[email protected]
FAIRPOINT’S BOARD OF DIRECTORS APPOINTS NEW DIRECTOR WITH
CLOSE TIES TO NORTHERN NEW ENGLAND
Bonnie Newman Fills Vacancy on FairPoint’s Board of Directors
CHARLOTTE, N.C. (August 27, 2007) – FairPoint Communications, Inc. (NYSE: FRP) (“FairPoint” or the “Company”), a leading provider
of communications services to rural and small urban communities across the country, announced today that its Board of Directors has
appointed Jane E. (“Bonnie”) Newman to serve as a director until the 2010 annual meeting of stockholders, increasing the board to six
members. Ms. Newman has been selected by Verizon Communications Inc. (“Verizon”) as one of its designees to the FairPoint Board of
Directors pursuant to the terms of the merger agreement under which FairPoint has agreed to acquire Verizon’s landline operations in Maine,
Vermont and New Hampshire. Ms. Newman was appointed to fill a vacancy on the board.
Ms. Newman has served in various capacities in academia, business and government. She recently served as Interim President of the University
of New Hampshire, beginning in 2006. Prior to assuming that role, Ms. Newman served as Executive Dean of the John F. Kennedy School of
Government at Harvard University, beginning in 2000. She also served at the University of New Hampshire as Interim Dean of the Whittemore
School of Business and Economics from 1998-1999, Dean of Students from 1972-1978 and Assistant Dean of Students from 1969-1972 .
In her business career, Ms. Newman has served as President of the Business and Industry Association of New Hampshire and later as President
of the New England Council. From 1995 to 1998 Ms. Newman held several positions at Exeter Trust Company, a New Hampshire-based
affiliate of Manning and Napier Advisors, Inc., an investment management firm, where she was a Director and Executive Vice President. Prior
to joining Exeter, Ms. Newman was President, Founder and CEO of Coastal Broadcasting Corporation located in Hampton, New Hampshire,
licensee of WZEA-FM radio.
transition and administration of President George H.W. Bush. President Ronald Reagan nominated Ms. Newman to the position of Assistant
Secretary of Commerce for Economic Development and the United States Senate confirmed her appointment in February 1984. Earlier she
served as Associate Director of the Office of Presidential Personnel at the White House and Chief of Staff for New Hampshire Congressman
Judd Gregg.
Ms. Newman also possesses extensive board experience, having previously served as a director on numerous boards in the New England
region. She served as a Director and Chair, Compensation and Audit Committees for Markem Corporation in Keene, New Hampshire and as
Director and Chair, Audit Committee for Consumers Water Company in Portland, Maine. She also served as a Director and Member, Audit
Committee at both the Public Service Company of New Hampshire and the Nellie Mae Foundation, located in Manchester, New Hampshire
and Braintree, Massachusetts, respectively. She further served as a Director at Fleet Bank of New Hampshire and Indian Head Banks, both
located in Nashua, New Hampshire.
“The addition of Bonnie Newman will complement the existing strengths of our board and provide a strong New England voice in our
boardroom,” stated Gene Johnson, Chairman and Chief Executive Officer of FairPoint. “She has a tremendous amount of experience and her
extensive knowledge of and contributions to northern New England will be invaluable. I am extremely pleased she has joined our board.”
About FairPoint
FairPoint is a leading provider of communications services to rural and small urban communities across the country. Incorporated in 1991,
FairPoint's mission is to acquire and operate telecommunications companies that set the standard of excellence for the delivery of service to
rural and small urban communities. Today, FairPoint owns and operates 30 local exchange companies located in 18 states offering an array of
services, including local and long distance voice, data, Internet and broadband offerings. FairPoint is traded on the New York Stock Exchange
under the symbol “FRP”.
This press release may contain forward-looking statements by FairPoint that are not based on historical fact, including, without limitation,
statements containing the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions and
statements related to potential cost savings and synergies expected to be realized in the merger. Because these forward-looking statements
involve known and unknown risks and uncertainties, there are important factors that could cause actual results, events or developments to
differ materially from those expressed or implied by these forward-looking statements. Such factors include those risks described from time to
time in FairPoint’s filings with the Securities and Exchange Commission ("SEC"), including, without limitation, the risks described in
FairPoint’s most recent Annual Report on Form 10-K on file with the SEC. These factors should be considered carefully and readers are
cautioned not to place undue reliance on such forward-looking statements. All information is current as of the date this press release is issued,
and FairPoint undertakes no duty to update this information. Source: FairPoint Communications, Inc., www.fairpoint.com .
FairPoint has filed, and the SEC has declared effective, a registration statement in connection with the proposed merger. FairPoint urges
investors to read these documents and other materials filed and to be filed by FairPoint relating to the proposed merger because they contain
and will contain important information. Investors can obtain copies of the registration statement, as well as other filed documents containing
information about FairPoint and the proposed merger, at www.sec.gov , the SEC’s website. Investors may also obtain free copies of these
Page 2 of 3
documents and FairPoint’s other SEC filings at www.fairpoint.com under the Investor Relations section, or by written request to FairPoint
Communications, Inc., 521 E. Morehead Street, Suite 250, Charlotte, NC 28202, Attention: Investor Relations.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any 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 any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933, as amended.
###
Page 3 of 3