Filed
by
Consolidated Communications Holdings, Inc.
pursuant
to Rule 425 under the Securities Act of 1933,
as
amended, and
deemed filed pursuant to Rule 14a-12
under
the
Securities Exchange Act of 1934, as amended
Subject
Company: North Pittsburgh Systems, Inc.
Commission
File No.: 0-13716
Consolidated
Communications, Inc.
Corporate
Profile
About
our company
Founded
in 1894, Consolidated Communications, Inc. is a family of companies providing
voice and data communications services to both business and residential
customers in Illinois and Texas, including local and long distance, high-speed
Internet, digital TV, directory services, business systems, retail and wholesale
operator services, public services and fully-integrated telemarketing and
fulfillment services.
|
Headquarters
121
S. 17th
Street
Mattoon,
IL 61938
Phone:
217-235-3311
Web
site: www.consolidated.com
Key
Personnel
Richard
A. Lumpkin, Chairman
Robert
J. Currey, President and CEO
Steve
Childers, Chief Financial Officer
Joe
Dively, Senior Vice President
Bob
Udell, Senior Vice President
Steven
Shirar, Senior Vice President
Chris
Young, Chief Information Officer
|
 |
History
and Milestones
Consolidated
Communications traces its roots to 1894 with the founding of Mattoon Telephone
Company by Dr. Iverson A. Lumpkin, the great-grandfather of the company’s
Chairman Richard A. Lumpkin. Through a succession of mergers and acquisitions,
the 175-customer telephone company grew to become one of the largest, privately
owned telephone companies in the U.S. In the mid-80s, the company’s owner formed
Consolidated Communications Inc., under which new subsidiaries began providing
data/private line, mobile, telemarketing, directory publishing, competitive
operator and long distance services. In 1997, Consolidated Communications
Inc.
merged with McLeodUSA, a super-regional competitive local exchange company.
In
July 2002, an investment group headed by Illinois Consolidated Telephone
Company
(ICTC) Chairman and President Richard A. Lumpkin, entered into an agreement
to
purchase ICTC and other related businesses from McLeodUSA. On Dec. 31, 2002,
the
sale became final and the company name returned to Consolidated Communications,
Inc. Consolidated Communications purchased the former TXU Communications
in
April 2004, and in July 2005, Consolidated Communications became a public
company trading under the NASDAQ symbol CNSL.
Employees/Locations
Consolidated
Communications has approximately 1,100 employees in Illinois and Texas. Major
employment centers are in Mattoon and Charleston in Illinois and Conroe and
Lufkin in Texas.
Consolidated
family of companies
Consolidated
Communications (Telephone Operations)
Consolidated
Communications, based in Mattoon, Ill., is the 14th
largest
telephone company in the U.S. The company operates in 35 contiguous exchanges
in
Central Illinois and serves the Texas cities of Conroe, Lufkin and Katy.
Consolidated has almost 232,000 access lines in service and more than 64,000
broadband connections. The company provides local and long distance and VoIP
service, high-speed
Internet, digital TV and wireless phone service.
Consolidated
Directory Services (CDS)
Consolidated
Directories publishes white and yellow pages directories for its markets
in
Illinois and Texas. In addition to the traditional format, Consolidated also
offers online and mini versions of its 11 directories.
Consolidated
Operator Services (COS)
Consolidated
Operator Services markets wholesale services to long distance carriers and
telephone companies and retail services to corporations, resellers and payphone
operators. The company has call centers in Mattoon and Taylorville, Ill.,
and
offers local and long distance toll assistance, directory assistance (national
and corporate) and messaging services.
Consolidated
Market Response (CMR)
Consolidated
Market Response provides inbound and outbound telemarketing services and
fulfillment services as a fully-integrated marketing company. CMR operates
centers in Charleston and Mattoon, Ill., and Terre Haute, Ind.
Consolidated
Public Services (CPS)
Consolidated
Public Services provides public services to state, county and municipal
correctional institutions as well as public payphone operators. The company’s
services include customized automated collect calling for inmates, security
and
fraud prevention services and payphone service.
Community
Investment
Consolidated
Communications believes in giving back to the communities it serves, and
community investment has been a hallmark of the company’s history. Through the
Consolidated Communications Earning For Learning program, the company has
returned more than $2.7 million to 30 school districts and education foundations
in Illinois since 1993. Consolidated is a contributor to numerous non-profit
organizations in Illinois and Texas, and supports economic development
organizations and local chambers of commerce. In addition to the many local
charities and organizations Consolidated Communications supports, the company
also organizes and hosts its Special Olympics Family Festival in Mattoon,
Ill.,
each September.
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 ability of Consolidated Communications Holdings,
Inc.
(the “Company”) to complete the acquisition, successfully integrate the
operations of North Pittsburgh Systems, Inc. (“North Pittsburgh”) 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
communication 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.