<PAGE>
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): May 9, 2000
------------
FAIRPOINT COMMUNICATIONS, INC.
------------------------------
(Exact Name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 333-56365 13-3725229
------------------ ------------------ ---------------
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
</TABLE>
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):
<PAGE>
Item 5. Other Events
On May 9, 2000, FairPoint Communications, Inc., a Delaware corporation (the
"Company"), issued a press release (the "Press Release") announcing its
intention, subject to market and other conditions, to raise $200 million through
a private offering of senior subordinated notes. The senior subordinated notes
will have a ten-year term and interest will be paid semi-annually in cash. 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 May 9, 2000
<PAGE>
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.
---------------------------------
Walter E. Leach, Jr.
Senior Vice President and
Chief Financial Officer
Date: May 10, 2000
S-1
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
- ----------- -------
99.1 Press Release, dated May 9, 2000
S-2
<PAGE>
FOR IMMEDIATE RELEASE
- ---------------------
CONTACT: Tim Henry
Vice President of Finance and Treasurer
FairPoint Communications, Inc.
704/344-8150
FAIRPOINT COMMUNICATIONS, INC.
------------------------------
ANNOUNCES INTENT TO CONDUCT RULE 144A OFFERING
----------------------------------------------
Charlotte, NC, May 9, 2000 FairPoint Communications, Inc. announced today that
it intends, subject to market and other conditions, to raise $200 million
through a private offering of senior subordinated notes.
FairPoint stated that it intends to use the net proceeds of the senior
subordinated notes offering to repay revolving debt under its senior credit
facilities. The senior subordinated notes will have a ten-year term and interest
will be paid semi-annually in cash.
The senior subordinated notes will not be registered under the Securities Act of
1933 and may not be offered or sold in the United States absent registration
under the Securities Act or an exemption from the registration requirements of
the Securities Act. This press release shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of the notes in
any state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
S-3
