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):
July 12, 2007
CONSOLIDATED
COMMUNICATIONS HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-51446
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02-0636095
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(State
of Incorporation)
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Commission
File Number
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(IRS
employer identification no.)
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121
South 17th
Street
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Mattoon,
Illinois
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61938-3987
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(Address
of principal executive offices)
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(Zip
code)
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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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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As
previously reported on a Form 8-K, dated July 1, 2007, Consolidated
Communications Holdings, Inc. (the “Company”) and North Pittsburgh Systems, Inc.
entered into an Agreement and Plan of Merger (the “Merger Agreement”) on July 1,
2007. On July 12, 2007, Fort Pitt Acquisition Sub Inc. (“Merger Sub”), a
Pennsylvania corporation and a wholly-owned subsidiary of the Company, executed
the Merger Agreement.
A
copy of
the Merger Agreement, which includes an updated signature page reflecting Merger
Sub’s execution thereof, is attached hereto as Exhibit 2.1 and is incorporated
herein by reference.
Safe
Harbor
Any
statements other than statements of historical facts, including statements
about
management’s beliefs and expectations, are forward-looking statements and should
be evaluated as such. These statements are made on the basis of management’s
views and assumptions regarding future events and business performance. Words
such as “estimate,” “believe,” “anticipate,” “expect,” and similar expressions
are intended to identify forward-looking statements. Forward-looking statements
(including oral representations) involve risks and uncertainties that may cause
actual results to differ materially from any future results, performance or
achievements expressed or implied by such statements. These risks and
uncertainties include the Company’s ability to complete the acquisition,
successfully integrate North Pittsburgh’s operations and realize the synergies
from the acquisition, as well as a number of other factors related to the
businesses of the Company and North Pittsburgh, including various
risks to stockholders of not receiving dividends and risks to the Company’s
ability to pursue growth opportunities if the Company continues to pay dividends
according to the current dividend policy; various risks to the price and
volatility of the Company’s common stock; the substantial amount of debt and the
Company’s ability to incur additional debt in the future; the Company’s need for
a significant amount of cash to service and repay the debt and to pay dividends
on the Company’s common stock; restrictions contained in the Company’s debt
agreements that limit the discretion of management in operating the business;
the ability to refinance the existing debt as necessary; regulatory changes,
rapid development and introduction of new technologies and intense competition
in the telecommunications industry; risks associated with the Company’s possible
pursuit of acquisitions; economic conditions in the Company’s and North
Pittsburgh’s service areas in Illinois, Texas and Pennsylvania; system failures;
losses of large customers or government contracts; risks associated with the
rights-of-way for the network; disruptions in the relationship with third party
vendors; losses of key management personnel and the inability to attract and
retain highly qualified management and personnel in the future; changes in
the
extensive governmental legislation and regulations governing telecommunications
providers and the provision of telecommunications services; telecommunications
carriers disputing and/or avoiding their obligations to pay network access
charges for use of the Company’s network; high costs of regulatory compliance;
the competitive impact of legislation and regulatory changes in the
telecommunications industry; and liability and compliance costs regarding
environmental regulations. These and other risks and uncertainties are discussed
in more detail in the Company’s and North Pittsburgh’s filings with the
Securities and Exchange Commission, including our respective reports on Form
10-K and Form 10-Q.
Many
of
these risks are beyond management’s ability to control or predict. All
forward-looking statements attributable to the Company, North Pittsburgh or
persons acting on behalf of each of them are expressly qualified in their
entirety by the cautionary statements and risk factors contained in this Report
and the companies’ filings with the Securities and Exchange Commission. Because
of these risks, uncertainties and assumptions, you should not place undue
reliance on these forward-looking statements. Furthermore, forward-looking
statements speak only as of the date they are made. Except as required under
the
federal securities laws or the rules and regulations of the Securities and
Exchange Commission, we do not undertake any obligation to update or review
any
forward-looking information, whether as a result of new information, future
events or otherwise.
Prospectus/Proxy
Statement
This
material is not a substitute for the prospectus/proxy statement the Company
and
North Pittsburgh will file with the Securities and Exchange Commission.
Investors
are urged to read the prospectus/proxy statement, which will contain important
information, including detailed risk factors, when it becomes
available.
The
prospectus/proxy statement and other documents which will be filed by the
Company and North Pittsburgh with the Securities and Exchange Commission will
be
available free of charge at the Securities and Exchange Commission’s website,
www.sec.gov, or by directing a request when such a filing is made to
Consolidated Communications, 121 South 17th
Street,
Mattoon, IL 61938, Attention: Investor Relations; or to North Pittsburgh, 4008
Gibsonia Road, Gibsonia, Pennsylvania 15044, Attention: Investor Relations.
The
final prospectus/proxy statement will be mailed to shareholders of North
Pittsburgh.
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
The
Company and North Pittsburgh, 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 the
Company is set forth in the proxy statement for the Company’s 2007 annual
meeting of shareholders. Information about the directors and executive officers
of North Pittsburgh is set forth in the company’s Annual Report on Form 10-K for
the year ended December 31, 2006, as amended. Investors may obtain additional
information regarding the interests of such participants in the proposed
transactions by reading the prospectus/proxy statement for such proposed
transactions when it becomes available.
Item
9.01. Financial Statements and Exhibits.
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Exhibit
No.
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Description
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2.1
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Agreement
and Plan of Merger, dated as of July 1, 2007, by and among the Company,
North Pittsburgh Systems, Inc. and Fort Pitt Acquisition Sub
Inc.*
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*
Schedules and other attachments to the Agreement and Plan of Merger, which
are
listed in the exhibit, are omitted. The Company agrees to furnish supplementally
a copy of any schedule or other attachment to the Securities and Exchange
Commission upon request.
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.
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Date:
July 17, 2007
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Consolidated
Communications Holdings, Inc.
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By:
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/s/ Steven
L. Childers
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Name:
Steven L. Childers
Title:
Chief Financial Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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2.1
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Agreement
and Plan of Merger, dated as of July 1, 2007, by and among the
Company,
North Pittsburgh Systems, Inc. and Fort Pitt Acquisition Sub
Inc.*
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*
Schedules and other attachments to the Agreement and Plan of Merger, which
are
listed in the exhibit, are omitted. The Company agrees to furnish supplementally
a copy of any schedule or other attachment to the Securities and Exchange
Commission upon request.