0001104659-07-016228.txt : 20070305 0001104659-07-016228.hdr.sgml : 20070305 20070305122936 ACCESSION NUMBER: 0001104659-07-016228 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070305 DATE AS OF CHANGE: 20070305 GROUP MEMBERS: DAVID I. WAHRHAFTIG GROUP MEMBERS: FRANK J. LOVERRO GROUP MEMBERS: FRANK K. BYNUM, JR. GROUP MEMBERS: FRANK T. NICKELL GROUP MEMBERS: GEORGE E. MATELICH GROUP MEMBERS: JAMES J. CONNORS, II GROUP MEMBERS: KELSO EQUITY PARTNERS V, L.P. GROUP MEMBERS: KELSO INVESTMENT ASSOCIATES V, L.P. GROUP MEMBERS: MICHAEL B. GOLDBERG GROUP MEMBERS: PHILIP E. BERNEY GROUP MEMBERS: THOMAS R. WALL, IV SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FAIRPOINT COMMUNICATIONS INC CENTRAL INDEX KEY: 0001062613 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 133725229 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80601 FILM NUMBER: 07670274 BUSINESS ADDRESS: STREET 1: 521 EAST MOREHEAD ST STREET 2: STE 250 CITY: CHARLOTTE STATE: NC ZIP: 28202 BUSINESS PHONE: 7043448150 FORMER COMPANY: FORMER CONFORMED NAME: MJD COMMUNICATIONS INC DATE OF NAME CHANGE: 19980527 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KELSO PARTNERS V L P CENTRAL INDEX KEY: 0001045750 IRS NUMBER: 133728773 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O KELSO & CO STREET 2: 350 PARK AVENUE 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127513939 MAIL ADDRESS: STREET 1: C/O KELSO & CO STREET 2: 350 PARK AVENUE 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 a07-4588_1sc13ga.htm SC 13G/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)

FairPoint Communications, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

305560 10 4

(CUSIP Number)

February 5, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
x	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 305560 10 4

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Kelso Partners V, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.0%

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 305560 10 4

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Kelso Investment Associates V, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.0%

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 305560 10 4

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Kelso Equity Partners V, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.0%

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 305560 10 4

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Philip E. Berney

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.0%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 305560 10 4

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Frank K. Bynum, Jr.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.0%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 305560 10 4

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) James J. Connors, II

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.0%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 305560 10 4

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Michael B. Goldberg

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.0%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 305560 10 4

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Frank J. Loverro

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.0%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 305560 10 4

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) George E. Matelich

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.0%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 305560 10 4

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Frank T. Nickell

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.0%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 305560 10 4

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) David I. Wahrhaftig

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.0%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 305560 10 4

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Thomas R. Wall, IV

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.0%

	12.	Type of Reporting Person (See Instructions) IN

Amendment No. 2 to Schedule 13G

The Schedule 13G (the “Schedule”), filed on February 14, 2006, as amended on March 10, 2006, by Kelso Partners V, L.P. (“Partners V”), Kelso Investment Associates V, L.P. (“KIA V”), Kelso Equity Partners V, L.P. (“KEP V”), Philip E. Berney, Frank K. Bynum, Jr., James J. Connors, II, Michael B. Goldberg, Frank J. Loverro, George E. Matelich, Frank T. Nickell, David I. Wahrhaftig and Thomas R. Wall, IV, is hereby amended and supplemented as set forth in this Amendment No. 2 to the Schedule (the “Amendment”). The Amendment is being filed to reflect that the securities reported on the original Schedule 13G were sold by KIA V and KEP V. The trade date for the sale was February 5, 2007 and the settlement date was February 9, 2007.

Item 1.
	(a)	Name of Issuer FairPoint Communications, Inc.
	(b)	Address of Issuer’s Principal Executive Offices 521 East Morehead Street, Suite 250 Charlotte, NC 28202

Item 2.
	(a)	Name of Person Filing Kelso Partners V, L.P. Kelso Investment Associates V, L.P. Kelso Equity Partners V, L.P. Philip E. Berney Frank K. Bynum, Jr. James J. Connors, II Michael B. Goldberg Frank J. Loverro George E. Matelich Frank T. Nickell David I. Wahrhaftig Thomas R. Wall, IV
	(b)	Address of Principal Business Office or, if none, Residence c/o Kelso & Company 320 Park Avenue, 24th Floor New York, New York 10022
	(c)	Citizenship See Item 4 of the cover pages attached hereto.
	(d)	Title of Class of Securities Common Stock, par value $0.01 per share
	(e)	CUSIP Number 305560 10 4

Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	Not Applicable.
	(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
	(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.	Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned: See Item 9 of the attached cover pages.
	(b)	Percent of class: See Item 11 of the attached cover pages.
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote See Item 5 of the attached cover pages.
		(ii)	Shared power to vote or to direct the vote See Item 6 of the attached cover pages.
		(iii)	Sole power to dispose or to direct the disposition of See Item 7 of the attached cover pages.
		(iv)	Shared power to dispose or to direct the disposition of See Item 8 of the attached cover pages.
Kelso Partners V, L.P. (“Partners V”) is the general partner of Kelso Investment Associates V, L.P. (“KIA V”). Partners V disclaims beneficial ownership of the securities owned of record by KIA V except to the extent of Partner V’s pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Sections 13(d), 13(g) or 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. KIA V and Kelso Equity Partners V, L.P. (“KEP V”), due to their common control, could be deemed to beneficially own each of the other’s securities. KIA V and KEP V each disclaim beneficial ownership of all the securities owned of record by the other and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Sections 13(d), 13(g) or 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. Partners V and KEP V, due to their common control, could be deemed to beneficially own each of the other’s securities. Partners V disclaims beneficial ownership of all the securities owned of record by KEP V and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Sections 13(d), 13(g) or 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. Messrs. Berney, Bynum, Connors, Goldberg, Loverro, Matelich, Nickell, Wahrhaftig and Wall may be deemed to share beneficial ownership of securities owned of record by KIA V and KEP V, by virtue of their status as general partners of KEP V and Partners V, but disclaim beneficial ownership of such securities, and this report shall not be deemed an admission that any of Messrs. Berney, Bynum, Connors, Goldberg, Loverro, Matelich, Nickell, Wahrhaftig and Wall is the beneficial owner of these securities for purposes of Sections 13(d), 13(g) or 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.
Item 5.	Ownership of Five Percent or Less of a Class
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 x.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person
Not Applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not Applicable.

Item 8.	Identification and Classification of Members of the Group
Not Applicable.

Item 9.	Notice of Dissolution of Group
Not Applicable.

Item 10.	Certification
Not applicable as this statement is filed pursuant to Rule 13d-1(d).

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 5, 2007	KELSO PARTNERS V, L.P.
	Signature:	*
	By:	Philip E. Berney, its General Partner

	KELSO INVESTMENT ASSOCIATES V, L.P
	Signature:	*
	By:	Kelso Partners V, L.P., its General Partner, by Philip E. Berney, its General Partner

	KELSO EQUITY PARTNERS V, L.P.
	Signature:	*
	By:	Philip E. Berney, its General Partner

	PHILIP E. BERNEY
	Signature:		*

	FRANK K. BYNUM, JR.
	Signature:		*

	JAMES J. CONNORS, II
	Signature:		/s/ James J. Connors, II

	MICHAEL B. GOLDBERG
	Signature:		*

	FRANK J. LOVERRO
	Signature:		*

	GEORGE E. MATELICH
	Signature:		*

	FRANK T. NICKELL
	Signature:		*

	DAVID I. WAHRHAFTIG
	Signature:		*

	THOMAS R. WALL, IV
	Signature:		*

*By:	/s/ James J. Connors, II
Name:	James J. Connors, II
	Attorney-in-fact**

**The Powers of Attorney filed with the Securities and Exchange Commission with the Form 3s, dated February 3, 2005 in respect of the securities of FairPoint Communications, Inc. by Kelso Partners V, L.P., Kelso Investment Associates V, L.P., Kelso Equity Partners V, L.P., Philip E. Berney, Frank K. Bynum, Jr., Michael B. Goldberg, Frank J. Loverro, George E. Matelich, Frank T. Nickell, David I. Wahrhaftig, and Thomas R. Wall, IV are hereby incorporated by reference.

EX-99.A 2 a07-4588_1ex99da.htm EX-99.A

Exhibit 99.A

JOINT FILING STATEMENT

Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13G and any amendments thereto to which this exhibit is attached is filed on behalf of each of them.

Date: March 5, 2007

KELSO PARTNERS V, L.P.
Signature:	*
By:	Philip E. Berney, its General Partner

KELSO INVESTMENT ASSOCIATES V, L.P
Signature:	*
By:	Kelso Partners V, L.P., its General
	Partner, by Philip E. Berney, its General
	Partner

KELSO EQUITY PARTNERS V, L.P.
Signature:	*
By	Philip E. Berney, its General Partner

PHILIP E. BERNEY
Signature:	*

FRANK K. BYNUM, JR.
Signature:	*

JAMES J. CONNORS, II
Signature:	/s/ James J. Connors, II

MICHAEL B. GOLDBERG
Signature:	*

FRANK J. LOVERRO
Signature:	*

GEORGE E. MATELICH
Signature:	*

FRANK T. NICKELL
Signature:	*

DAVID I. WAHRHAFTIG
Signature:	*

THOMAS R. WALL, IV
Signature:	*

*By:		/s/ James J. Connors, II
Name:		James J. Connors, II
		Attorney-in-fact