SUREWEST COMMUNICATIONS Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2012-07-09: Form 8-K; Period of report 2012-07-02; Description 1.02 Termination of a Material Definitive Agreement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.02.
- 2012-06-13: Form 8-K; Period of report 2012-06-12; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2012-06-05: Form 8-K; Period of report 2012-06-04; Description 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 1.01.
- 2012-05-23: Form 8-K; Period of report 2012-05-17; Description 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans; Details 5.04.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2012-07-09 | 8-K | 2012-07-02 | 1.02 Termination of a Material Definitive Agreement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.02 In connection with the consummation of the First Merger, SureWest has terminated each of (i) its Third Amended and Restated Credit Agreement dated as of September 19, 2008, as amended, between SureWest and CoBank, ACB, and (ii) its Credit Agreement dated as of March 2, 2011, as amended, between the Company and CoBank, ACB. 3.01 On July 2, 2012, SureWest notified the Nasdaq Stock Market LLC (“Nasdaq”) of the effectiveness of the First Merger, pursuant to which each share of SureWest’s common stock was converted into either (i) $23.00 in cash, without interest, or (ii) shares of Consolidated’s common stock having an equivalent value based on average closing prices for the 20-day period ending two days before the closing date of the First Merger (the “Consolidated Trading Price”), subject to a collar so that there was a maximum exchange ratio of 1.40565 shares of Consolidated’s common stock for each share of SureWest common stock and a minimum of 1.03896 shares of Consolidated’s common stock for each share of SureWest common stock, subject to certain exceptions and with overall elections subject to proration so that 50% of SureWest shares (treating equity award shares as outstanding shares) were exchanged for cash and 50% for stock, as more fully described in Item 3.03, which information is incorporated by reference. 3.03 On July 2, 2012, the First Merger was consummated in accordance with the Merger Agreement. 5.01 As a result of the First Merger, a change of control of SureWest occurred and SureWest became a wholly-owned subsidiary of Consolidated. 5.02 In addition, as a result of the First Merger, all of the current directors and officers of SureWest resigned from their directorships, any board committees of which they were a member, and all officer positions of SureWest, as of the effective time of the First Merger. 5.03 Pursuant to the terms of the Merger Agreement, at the effective time of the First Merger, SureWest’s articles of incorporation and SureWest’s By-laws were amended and restated in their entirety. | a12-16080_18k.htm |
| 2012-06-13 | 8-K | 2012-06-12 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 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. 8.01 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. | a12-13475_68k.htm |
| 2012-06-05 | 8-K | 2012-06-04 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 5.02 On June 5, 2012, Steven C. Oldham, President and Chief Executive Officer of the Company, tendered, and the Board of Directors of the Company (the “Board”) accepted his unconditional resignation from the Company (and its subsidiaries and affiliates) and the Board effective as the earlier of June 27, 2012 and the consummation of the Merger (the “Termination Date”), after which he will provide no further services to the Company (or its subsidiaries or affiliates) or the Board. | a12-13475_38k.htm |
| 2012-05-23 | 8-K | 2012-05-17 | 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans | 5.04 On May 18, 2012, participants in the SureWest KSOP (the “Plan”) were notified that certain restrictions would be imposed on certain Plan transactions. | a12-12922_18k.htm |
| 2012-05-02 | 8-K | 2012-05-02 | 2.02 Results of Operations and Financial Condition | 2.02 On May 2, 2012, SureWest Communications issued a press release announcing its financial results for the quarter ended March 31, 2012. | a12-4760_78k.htm |
| 2012-04-26 | 8-K | 2012-04-25 | 8.01 Other Events | 8.01 On April 25, 2012, SureWest Communications issued a press release announcing that its Board of Directors has approved a quarterly cash dividend of $0.10 per share payable as of June 15, 2012 to shareholders of record at the close of business on May 31, 2012. | a12-4760_88k.htm |
| 2012-04-02 | 8-K | 2012-03-30 | 8.01 Other Events | 8.01 On February 5, 2012, SureWest Communications (the “Company” or “SureWest”) and Consolidated Communications Holdings, Inc. (“Consolidated”) entered into an Agreement and Plan of Merger (“Merger Agreement”). | a12-4760_68k.htm |
| 2012-03-29 | 8-K | 2012-03-28 | 8.01 Other Events | 8.01 On March 28, 2012, Consolidated filed with the Securities and Exchange Commission (“SEC”), a registration statement on Form S-4 in connection with the proposed merger transaction that includes the preliminary proxy statement of SureWest, which also constitutes a prospectus of Consolidated. | a12-4760_58k.htm |
| 2012-03-05 | 8-K | 2012-03-05 | 8.01 Other Events | 8.01 On February 5, 2012, SureWest Communications (the “Company” or “SureWest”) and Consolidated Communications Holdings, Inc. (“Consolidated”) entered into an Agreement and Plan of Merger (“Merger Agreement”). | a12-4760_48k.htm |
| 2012-03-01 | 8-K | 2012-02-27 | 8.01 Other Events | 8.01 On February 5, 2012, SureWest Communications (the “Company” or “SureWest”) and Consolidated Communications Holdings, Inc. (“Consolidated”) entered into an Agreement and Plan of Merger (“Merger Agreement”). | a12-4760_38k.htm |
| 2012-02-29 | 8-K | 2012-02-29 | 2.02 Results of Operations and Financial Condition | 2.02 On February 29, 2012, SureWest Communications issued a press release announcing its financial results for the quarter and year ended December 31, 2011. | a12-5860_18k.htm |
| 2012-02-22 | 8-K | 2012-02-21 | 8.01 Other Events | 8.01 On February 5, 2012, SureWest Communications (the “Company” or “SureWest”) and Consolidated Communications Holdings, Inc. (“Consolidated”) entered into an Agreement and Plan of Merger (“Merger Agreement”). | a12-4760_28k.htm |
| 2012-02-10 | 8-K | 2012-02-10 | 8.01 Other Events | 8.01 On February 5, 2012, SureWest Communications (the “Company” or “SureWest”) and Consolidated Communications Holdings, Inc. (“Consolidated”) entered into an Agreement and Plan of Merger (“Merger Agreement”). | a12-4760_18k.htm |
| 2012-02-08 | 8-K | 2012-02-05 | 8.01 Other Events | 8.01 On February 5, 2012, SureWest Communications (the “Company” or “SureWest”) and Consolidated Communications Holdings, Inc. (“Consolidated”) entered into an Agreement and Plan of Merger (“Merger Agreement”). | a12-4300_18k.htm |
| 2012-02-06 | 8-K | 2012-02-06 | 8.01 Other Events | 8.01 On February 5, 2012, SureWest Communications (the “Company” or “SureWest”) and Consolidated Communications Holdings, Inc. (“Consolidated”) entered into an Agreement and Plan of Merger (“Merger Agreement”). | a12-4300_38k.htm |
| 2012-02-06 | 8-K | 2012-02-05 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. | a12-4300_28k.htm |
| 2012-01-26 | 8-K | 2012-01-26 | 8.01 Other Events | 8.01 On January 26, 2012, SureWest Communications issued a press release announcing that its Board of Directors have approved a quarterly cash dividend of $0.10 per share payable as of March 15, 2012 to shareholders of record at the close of business on February 29, 2012. | a12-3597_18k.htm |