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SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, D.C. 20549
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Schedule 13G
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Under the Securities Exchange Act of 1934
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FairPoint Communications, Inc.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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305560302
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(CUSIP Number)
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January 24, 2011
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(Date of Event Which Requires Filing of this Statement)
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CUSIP No.
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305560302
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1) Name of Reporting Person
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Lehman Brothers Holdings Inc.
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2) Check the Appropriate Box if a Member of a Group
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(a) [ ]
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(b) [ ]
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3) SEC Use Only
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4) Citizenship or Place of Organization
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Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5) Sole Voting Power
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2,072,895 (1)
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6) Shared Voting Power
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-0-
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7) Sole Dispositive Power
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2,072,895 (1)
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8) Shared Dispositive Power
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-0-
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9) Aggregate Amount Beneficially Owned by Each Reporting Person
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2,072,895 (1)
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10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
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[ ]
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11) Percent of Class Represented by Amount in Row 9
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7.9% (2)
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12) Type of Reporting Person
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HC/CO
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(1)
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Other than the 2,072,895 shares of common stock held by Lehman Commercial Paper Inc., Lehman Brothers Holdings Inc. (“Holdings”) is unable to confirm whether or not it is the beneficial owner of any additional shares of the Issuer’s common stock that may or may not be actually owned by any of Holding’s other affiliates. On September 15, 2008, Holdings, and at later dates a number of its affiliates, filed voluntary petitions for relief under Chapter 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) in a jointly administered proceeding captioned In re Lehman Brothers Holdings Inc., et. al. under Case No. 08-13555. On September 19, 2008, the Securities Investor Protection Corporation under the Securities Investor Protection Act of 1970, as amended (“SIPA”) commenced a proceeding against Lehman Brothers Inc. (“LBI”) in the United States District Court for the Southern District of New York (the “District Court”) in the case captioned Securities Investors Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-8119 (GEL). On September 19, 2008, the District Court entered the Order Commencing Liquidation (the “LBI Liquidation Order”) pursuant to the provisions of SIPA. The LBI Liquidation Order provided, among other things,
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the appointment of James W. Giddens as trustee for the SIPA liquidation of LBI and removed the proceeding to the Bankruptcy Court under Case No. 08-1420 (JMP) SIPA.
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Holdings is unable to provide information on its beneficial ownership, if any, of the Issuer’s common stock (other than the 2,072,895 shares of common stock actually owned by Lehman Commercial Paper Inc.) primarily due to (1) the commencement of various administrative or civil rehabilitation proceedings of subsidiaries comprising significant parts of Holdings’ European and Asian businesses, which have resulted in significant portions of Holdings’ securities trading records and systems being unavailable to, and non-accessible by, Holdings, and (2) the sale since September 15, 2008 of significant businesses comprising Holdings’ historical business (the “Sale”). As a result of the Sale, and actions taken by certain creditors with respect to securities that had been pledged by Holdings, or its affiliates, as collateral to those creditors, Holdings cannot compile an accurate accounting of securities held. Holdings is currently engaged in an expensive and time consuming process to reconcile discrepancies in information Holdings has with respect to security holdings. Even with continued significant efforts and expense, Holdings may not be able to provide a record of securities held.
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(2)
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Based on 26,270,186 shares of common stock outstanding as of January 24, 2011, as reported in various disclosures in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2010. As of July 26, 2012, the Reporting Persons beneficially own 7.9% of the Issuer’s common stock based on 26,200,902 shares of common stock outstanding as reported in the Issuer’s Form 10-Q for the quarterly period ended March 31, 2012.
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CUSIP No.
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305560302
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1) Name of Reporting Person
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Lehman ALI Inc.
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2) Check the Appropriate Box if a Member of a Group
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(a) [ ]
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(b) [ ]
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3) SEC Use Only
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4) Citizenship or Place of Organization
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Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5) Sole Voting Power
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2,072,895
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6) Shared Voting Power
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-0-
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7) Sole Dispositive Power
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2,072,895
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8) Shared Dispositive Power
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-0-
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9) Aggregate Amount Beneficially Owned by Each Reporting Person
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2,072,895
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10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
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[ ]
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11) Percent of Class Represented by Amount in Row 9
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7.9% (1)
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12) Type of Reporting Person
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CO
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(1)
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Based on 26,270,186 shares of common stock outstanding as of January 24, 2011, as reported in various disclosures in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2010. As of July 26, 2012, the Reporting Persons beneficially own 7.9% of the Issuer’s common stock based on 26,200,902 shares of common stock outstanding as reported in the Issuer’s Form 10-Q for the quarterly period ended March 31, 2012.
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CUSIP No.
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305560302
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1) Name of Reporting Person
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Lehman Commercial Paper Inc.
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2) Check the Appropriate Box if a Member of a Group
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(a) [ ]
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(b) [ ]
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3) SEC Use Only
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4) Citizenship or Place of Organization
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New York
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5) Sole Voting Power
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2,072,895
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6) Shared Voting Power
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-0-
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| 7) Sole Dispositive Power |
2,072,895
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| 8)Shared Dispositive Power |
-0-
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9) Aggregate Amount Beneficially Owned by Each Reporting Person
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2,072,895
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10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
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[ ]
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11) Percent of Class Represented by Amount in Row 9
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7.9 (1)
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12) Type of Reporting Person
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CO
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(1
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Based on 26,270,186 shares of common stock outstanding as of January 24, 2011, as reported in various disclosures in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2010. As of July 26, 2012, the Reporting Persons beneficially own 7.9% of the Issuer’s common stock based on 26,200,902 shares of common stock outstanding as reported in the Issuer’s Form 10-Q for the quarterly period ended March 31, 2012.
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Item 1(a).
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Name of Issuer:
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FairPoint Communications, Inc.
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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521 East Morehead Street, Suite 500
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Charlotte, North Carolina 28202
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Item 2(a).
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Name of Person(s) Filing:
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Lehman Brothers Holdings Inc.
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Lehman ALI Inc.
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Lehman Commercial Paper Inc.
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Item 2(b).
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Address of Principal Business Office:
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Lehman Brothers Holdings Inc.
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1271 Avenue of the Americas
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New York, New York 10020
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Lehman ALI Inc.
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1271 Avenue of the Americas
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New York, New York 10020
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Lehman Commercial Paper Inc.
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1271 Avenue of the Americas
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New York, New York 10020
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Item 2(c).
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Citizenship or Place of Organization:
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Lehman Brothers Holdings Inc. (“Holdings”) is a corporation organized under the laws of the State of Delaware.
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Lehman ALI Inc. (“Lehman ALI”) is a corporation organized under the laws of the State of Delaware.
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Lehman Commercial Paper Inc. (“LCPI”) is a corporation organized under the laws of the State of New York.
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Item 2(d).
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Title of Class of Securities:
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Common Stock
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Item 2(e).
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CUSIP Number:
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305560302
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Item 3.
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If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
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(a) [ ] A broker or dealer under Section 15 of the 1934 Act
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(b) [ ] A bank as defined in Section 3(a)(6) of the 1934 Act
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(c) [ ] An insurance company as defined in Section 3(a) (19) of the 1934
Act
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(d) [ ] An investment company registered under Section 8 of the
Investment Company Act of 1940
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(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
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(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F)
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(g) [ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G)
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(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act
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(i) [ ] A church plan that is excluded from the definition of investment
Company under Section 3(c)(14) of the Investment Company Act
Of 1940
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(j) [ ] A non-US institution in accordance with Rule 13d-1(b)(ii)(J)
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(k) [ ] A group, in accordance with Rule 13d-1(b)(1)(ii)(K)
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If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: __________________
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Item 4.
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Ownership
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(a)
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Amount Beneficially Owned:
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See Item 9 of cover pages.
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(b)
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Percent of Class:
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See Item 11 of cover pages.
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(c)
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Number of shares as to which the person has:
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(i) sole power to vote or to direct the vote
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(ii) shared power to vote or to direct the vote
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(iii) sole power to dispose or to direct the disposition
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(iv) shared power to dispose or to direct the disposition
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See Items 5-8 of cover pages.
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Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not Applicable
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Item 7.
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Identification and Classification of the Subsidiary which Acquired the Security being Reported on by the Parent Holding Company or Control Person
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LCPI is the actual owner of the shares of common stock reported herein. LCPI is wholly-owned by Lehman ALI, which is wholly-owned by Holdings.
Under the rules and regulations of the Securities and Exchange Commission, both Lehman ALI and Holdings may be deemed to be the beneficial owners of the shares of common stock owned by LCPI.
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Item 8.
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Identification and Classification of Members of the Group
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Not Applicable
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Item 9.
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Notice of Dissolution of Group
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Not Applicable
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Item 10.
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Certification
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(a)-(b)
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Not applicable
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(c)
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a-11.
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LEHMAN BROTHERS HOLDINGS INC.
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By:
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/s/ William Fox | |
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Name: William Fox
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Title: Chief Financial Officer and
Executive Vice President
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LEHMAN ALI INC.
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By:
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/s/ William Fox | |
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Name: William Fox
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Title: Chief Financial Officer and
Executive Vice President
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LEHMAN COMMERCIAL PAPER INC.
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By:
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/s/ William Fox | |
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Name: William Fox
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Title: Chief Financial Officer and
Executive Vice President
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LEHMAN BROTHERS HOLDINGS INC.
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By:
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/s/ William Fox | |
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Name: William Fox
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Title: Chief Financial Officer and
Executive Vice President
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LEHMAN ALI INC.
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By:
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/s/ William Fox | |
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Name: William Fox
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Title: Chief Financial Officer and
Executive Vice President
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LEHMAN COMMERCIAL PAPER INC.
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By:
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/s/ William Fox | |
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Name: William Fox
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Title: Chief Financial Officer and
Executive Vice President
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