0000921895-13-002134.txt : 20131106 0000921895-13-002134.hdr.sgml : 20131106 20131105190110 ACCESSION NUMBER: 0000921895-13-002134 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131106 DATE AS OF CHANGE: 20131105 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80601 FILM NUMBER: 131194183 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: MAGLAN CAPITAL LP CENTRAL INDEX KEY: 0001549263 IRS NUMBER: 273315174 STATE OF INCORPORATION: DE FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 25 WEST 39TH STREET, 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 212-300-6576 MAIL ADDRESS: STREET 1: 25 WEST 39TH STREET, 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 SC 13D/A 1 sc13da309450002_11042013.htm sc13da309450002_11042013.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 1)1

FairPoint Communications, Inc.
(Name of Issuer)

Common Stock, $0.01 Par Value
(Title of Class of Securities)

305560302
(CUSIP Number)
 
STEVEN AZARBAD
DAVID D. TAWIL
MAGLAN CAPITAL LP
25 West 39th Street, 2nd Floor
New York, New York 10018
(212) 300-6700

STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 4, 2013
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              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 disclosures provided in a prior cover page.

The information required on 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. 305560302
 
1
NAME OF REPORTING PERSON
 
MAGLAN CAPITAL LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
1,598,282
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,598,282
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,598,282
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.0%
14
TYPE OF REPORTING PERSON
 
IA-PN

 
2
 
CUSIP NO. 305560302
 
1
NAME OF REPORTING PERSON
 
MAGLAN CAPITAL GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
1,598,282
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,598,282
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,598,282
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.0%
14
TYPE OF REPORTING PERSON
 
OO

 
3
 
CUSIP NO. 305560302
 
The following constitutes Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D filed by the undersigned.  This Amendment No. 1 amends the Schedule 13D as specifically set forth.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The Shares purchased by each of the Fund and the Managed Accounts were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases.  The aggregate purchase price of the 1,598,282 Shares beneficially owned by the Reporting Persons is approximately $15,671,205, including brokerage commissions.
 
Item 5.
Interest in Securities of the Issuer.
 
This Amendment No. 1 is being filed, primarily, to disclose a change in beneficial ownership by the Reporting Persons as a result of the termination of a certain managed account representing approximately 2.9% of the Common Stock (the “Terminated Account”).  Since the filing of the Schedule 13D by the undersigned on April 11, 2013, the Reporting Persons’ beneficial ownership of the Common Stock, not including the Terminated Account, increased by approximately 1.1% of the Common Stock outstanding as of August 2, 2013.
 
Items 5(a)-(c) are hereby amended and restated to read as follows:
 
The aggregate percentage of Common Stock reported owned by each of Maglan LP and Maglan LLC is based upon 26,483,233 shares of Common Stock outstanding, as of August 2, 2013, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 6, 2013.
 
I.
Maglan LP
 
 
(a)
As of the close of business on November 5, 2013, Maglan LP beneficially owned 1,598,282 shares of Common Stock.
 
Percentage: Approximately 6.0%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 1,598,282
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 1,598,282

 
(c)
The transactions in the Shares by the Reporting Persons during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
 
4
 
CUSIP NO. 305560302
 
II.
Maglan LLC
 
 
(a)
As of the close of business on November 5, 2013, Maglan LLC beneficially owned 1,598,282 shares of Common Stock.
 
Percentage: Approximately 6.0%
 
 
 (b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 1,598,282
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 1,598,282

 
(c)
The transactions in the Shares by the Reporting Persons during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
 
5
 
CUSIP NO. 305560302
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  November 6, 2013
 

 
MAGLAN CAPITAL LP
  
MAGLAN CAPITAL GP LLC
     
By:
/s/ Steven Azarbad
  
By:
/s/ Steven Azarbad
 
Name:
Steven Azarbad
    
Name:
Steven Azarbad
 
Title:
Managing Member of its General Partner
    
Title:
Managing Member
 
 
6
 
CUSIP NO. 305560302
 
SCHEDULE A
 
Transactions in shares of Common Stock by the Reporting Persons
During the Past Sixty Days
 
Sharse of Common Stock
Purchased/(Sold)
Price Per
Share of Common Stock($)
Date of
Purchase / Sale

1,000
9.2650
09/10/2013
(13,000)
9.6217
09/18/2013
(21,000)
9.3588
09/23/2013
(27,000)
9.4601
09/24/2013
(20,000)
9.3282
09/25/2013
(1,100)
9.6500
09/30/2013
(29,400)
9.4229
10/02/2013
(20,470)
9.4000
10/03/2013
(3,183)
9.4049
10/04/2013
(3,718)
9.4030
10/07/2013
1,000
9.2900
10/08/2013
(3,104)
9.4312
10/10/2013
(15,000)
9.5364
10/11/2013
(2,500)
9.6851
10/14/2013
(3,050)
9.4056
10/15/2013
(26,500)
9.4122
10/16/2013
(41,600)
9.3343
10/17/2013
(3,000)
9.4475
10/18/2013
198
9.4500
10/21/2013
(11,712)
9.3861
10/22/2013
(5,000)
9.3973
10/23/2013
(1,199)
9.5008
10/24/2013
(5,700)
9.4410
10/25/2013
5,000
9.4000
10/28/2013
(1,100)
9.5009
10/29/2013
1,003
9.3951
10/30/2013
2,891
9.3121
10/31/2013
(10,800)
9.3692
11/01/2013
(5,022)
9.3681
11/04/2013