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EX-99.1 - EX-99.1 - SUREWEST COMMUNICATIONSa12-13475_6ex99d1.htm

 

UNITED STATES
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):

June 12, 2012

 

 

SureWest Communications

(Exact name of registrant as specified in its charter)

 

 

California

 

000-29660

 

68-0365195

(State or other jurisdiction
of incorporation)

 

(Commission

File Number)

 

(IRS Employer
 Identification No.)

 

 

  8150 Industrial Avenue, Roseville, California

 

95678

  (Address of principal executive offices)

 

(Zip Code)

 

 

Registrant’s telephone number, including area code

(916) 772-2000

 

 

 

(Former name or former address if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))

o          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))

 



 

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 12, 2012, SureWest Communications (the “Company” or “SureWest”) held a special meeting of the Company’s shareholders to vote on (i) a proposal (“Proposal 1”) to approve the Merger Agreement, the Merger Certificate and the transactions contemplated thereby, including the First Merger, (ii) a proposal (“Proposal 2”) to approve, by an advisory vote, the change in control severance payment of the named executive officers, and (iii) to approve the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies. The matters acted upon at the special meeting are described in more detail in the definitive joint proxy statement/prospectus of SureWest and Consolidated Communications (“Consolidated”) on Form S-4, which Consolidated filed with the Securities and Exchange Commission on April 24, 2012.

Shareholders representing 10,549,521 shares, or 73.62%, of the common shares outstanding as of the April 23, 2012 record date were present in person or represented at the meeting by proxy.

The three matters voted upon at the meeting, are set forth below:

Proposal 1:  To approve the Merger Agreement, the Merger Certificate and the transactions contemplated thereby, including the First Merger.

The proposal was approved:

 

 

 

Shares Voted

 

Percent of Shares
Outstanding

 

For

 

10,169,762

 

70.76%

 

Against

 

250,967

 

1.65%

 

Abstain

 

128,792

 

0.89%

 

Broker non-votes

 

-

 

-

 

 

Proposal 2:  To approve, by an advisory vote, the change in control severance payment of the named executive officers.

The proposal was approved:

 

 

 

Shares Voted

 

For

 

9,362,061

 

Against

 

924,145

 

Abstain

 

263,315

 

Broker non-votes

 

-

 

 

Proposal 3:  To approve the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies.

The proposal was approved:

 

 

 

Shares Voted

 

For

 

9,555,417

 

Against

 

815,676

 

Abstain

 

178,428

 

Broker non-votes

 

-

 

 

 



 

Item 8.01 Other Events.

 

On June 12, 2012, the SureWest and Consolidated issued a joint press release announcing that the deadline for SureWest shareholders to elect the form of merger consideration they wish to receive in connection with the pending merger between SureWest and Consolidated will be 5:00 p.m. eastern time on Thursday, June 28, 2012 (the “Election Deadline”), and that the companies have scheduled Monday, July 2, 2012 as the closing date for the merger.  A copy of the press release making this announcement is attached hereto as Exhibit 99.1 and incorporated into this Item 8.01 by reference.

 

 

Item 9.01 Financial Statements and Exhibits.

(d)      Exhibits.

 

Exhibit No.

 

Description

99.1 

 

Press release regarding Election Deadline dated June 12, 2012.

 



 

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.

 

 

SUREWEST COMMUNICATIONS

 

 

 

(Registrant)

 

 

 

By:

/s/ Dan T. Bessey

 

 

Dan T. Bessey

 

 

 

 

 

Vice President and Chief Financial Officer

 

Date:  June 12, 2012

 



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1 

 

Press release regarding Election Deadline dated June 12, 2012.