-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D12P/KQGyuuXF3cTR7tdDWrsewUYiEIjEXGwy840ibeW4YDRQelSWKpFxyUs6OWS 65uvnL0ujBoQ9XaOoOc/Xg== 0000912057-01-000378.txt : 20010122 0000912057-01-000378.hdr.sgml : 20010122 ACCESSION NUMBER: 0000912057-01-000378 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010105 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010105 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 333-56365 FILM NUMBER: 1502358 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 8-K 1 a2034638z8-k.txt FORM 8-K 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): JANUARY 5, 2001 ----------------- FAIRPOINT COMMUNICATIONS, INC. ------------------------------ (Exact Name of Registrant as specified in its charter) DELAWARE 333-56365 13-3725229 ----------------------------- ---------------- ------------------- (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 521 EAST MOREHEAD STREET, SUITE 250, CHARLOTTE, NORTH CAROLINA 28202 -------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (704) 344-8150 --------------- N/A ------------------------------------------------------------- (Former name or former address, if changed since last report): Item 5. Other Events On January 5, 2001, FairPoint Communications, Inc. issued a press release (the "Press Release") announcing the completion of its plan to consolidate the operations of its subsidiary, FairPoint Communications Solutions Corp. The Press Release is hereby incorporated by reference herein and is attached hereto as Exhibit 99.1. Item 7. Exhibits 99.1 Press Release, dated January 5, 2001. SIGNATURES 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. FAIRPOINT COMMUNICATIONS, INC. By: /s/ WALTER E. LEACH, JR. ---------------------------- Name: Walter E. Leach, Jr. Title: Senior Vice President and Chief Financial Officer Date: January 5, 2001 EX-99.1 2 a2034638zex-99_1.txt PRESS RELEASE EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Timothy W. Henry Phone: (704) 344-8150 E-mail: Thenry@fairpoint.com FAIRPOINT COMMUNICATIONS, INC. COMPLETES CONSOLIDATION WITHIN FAIRPOINT COMMUNICATIONS SOLUTIONS CORP. - ------------------------------------------------------------------------------- CHARLOTTE, N.C. (January 5, 2001) - FairPoint Communications, Inc. (FairPoint) announced today that its subsidiary, FairPoint Communications Solutions Corp. (Solutions), a facilities-based competitive local exchange carrier, has completed its plans for the consolidation of its operations and the scaling back of its expansion plans. "Solutions has revised its strategic direction from a rapid growth mode to an increased focus in established edge-out markets that are near FairPoint's traditional telephone companies," commented Jack Thomas, CEO and Chairman of the Board of FairPoint. "We believe we can achieve profitability more quickly by intensifying our efforts in our existing facilities-based markets and enhancing our service offerings. This will also significantly reduce the capital required to fund our business plan. This redirection of resources will allow us to better achieve our desired business and investment return objectives," said Thomas. Today's announcement completes Solutions' implementation of its consolidation plan that was initiated in December 2000. The company today eliminated certain employee positions at Solutions' operations center in Albany, N.Y. and its corporate office in Charlotte, N.C. In addition, Solutions is closing eight district sales offices and reducing staff at its remaining 15 district sales offices. Approximately 360 employees are affected by the consolidation announced today. These actions follow the December 18, 2000 announced closing of operations in the Southeast and Southwest which affected approximately 365 employees. In connection with the December 18, 2000 consolidation, Solutions will report a restructuring charge in its fourth quarter. In connection with its January 2001 consolidation, Solutions will report an additional restructuring charge in its first quarter results. Solutions estimates the total restructuring cost will be approximately $40 million. "These changes are the result of an exhaustive planning process and will help position the company for future success. Focusing on our edge-out markets reduces the required capital investment and enhances the cash flow of our combined companies," commented Thomas. "The refocus of our strategic direction to those markets where we are facilities-based will allow Solutions to continue to add new customers, increase revenues and achieve profitability more quickly. In those markets where we have closed district sales offices we will continue to serve our customers from the Albany Operations Center with the same quality service they have historically received," said Thomas. "We are grateful to those employees who have made a significant contribution and regret that the current market conditions have caused us to scale back our growth plans. We believe these steps are the most prudent response to the recent changes in the financial markets," concluded Thomas. The consolidation completed by Solutions will not impact FairPoint's traditional telephone companies' operations or financial position. FairPoint Communications Solutions Corp. is a subsidiary of FairPoint Communications, Inc., an integrated communications provider offering bundled services, such as local, long distance and enhanced services, as well as Internet, data and other related communications services to customers in rural communities. FairPoint was founded in 1993 to take advantage of consolidation opportunities in the highly fragmented rural market of the telecommunications industry, and currently serves more than 236,000 rural access lines. Solutions was established in 1998 as a competitive communications business to serve business customers primarily in small urban markets adjacent to FairPoint's existing rural telephone properties. Solutions was created to complement FairPoint's traditional telephone company business by taking advantage of the telecommunications industry deregulation by competing with incumbent carriers in Solutions' target markets situated near its traditional telephone companies located throughout the United States. Today, Solutions serves more than 117,000 access lines. The statements in this news release that are not historical facts are forward-looking statements that are subject to material risks and uncertainties. Investors are cautioned that any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties, and that actual results or developments may differ materially from those in the forward-looking statements as a result of various factors which are discussed in previous FairPoint Communications, Inc., filings with the Securities and Exchange Commission. These risks and uncertainties include, but are not limited to, uncertainties relating to economic conditions, acquisitions and divestitures, growth and expansion risks, the availability of equipment, materials, inventories and programming, product acceptance, and the ability to construct, expand and upgrade its services and facilities. FairPoint does not undertake to update any forward-looking statements in this news release or with respect to matters described herein. -----END PRIVACY-ENHANCED MESSAGE-----