Filed
by
Consolidated Communications Holdings, Inc.
pursuant
to Rule 425 under the Securities Act of 1933, as amended
Subject
Company: North Pittsburgh Systems, Inc.
File
No.
of Related Registration Statement: 333-146131
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 |
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Date:
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October
11, 2007
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To:
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All
NPSI and Consolidated Communications employees
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From:
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Bill
Barthlow, COO, North Pittsburgh Systems, Inc.
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Chris
Young, CIO, Consolidated Communications
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Subject:
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Integration
Management Office
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We’re
pleased to announce that Cynthia Coat has been named to coordinate integration
efforts at North Pittsburgh Systems Inc. as a counterpart to Barb TenEyck,
Consolidated Communications’ integration manager. Cynthia brings organizational
and project management skills, as well as knowledge of NPSI operations and
people to this role. She will retain some of her current responsibilities
as
Senior Project Engineer and some responsibilities will be temporarily
re-assigned until integration is complete.
Barb
TenEyck, Director Business Development, played a key role in the integration
of
TXU Communications in 2004 and brings great experience to this project. Chris
Young, Chief Information Officer, is the executive owner of the integration
management office (IMO) and will oversee all integration efforts.
The
integration managers will have day-to-day responsibility for integration
of the
two companies. This means developing a framework for overall integration
including planning, project management, measurements, documentation and tools.
They will facilitate the configuration of integration teams and leads and
getting teams launched. In their role they will insure alignment and
coordination of various integration activities and manage timely resolution
of
issues. They will also monitor progress against objectives and insure
integration deadlines are met and provide regular updates to the executive
team
and the broader workforce.
While
we
are currently still operating as two companies, some integration projects
are
already underway due to the competitive environment and the timing of some
supplier decisions. Three teams were launched during the end of
September:
| · |
IPTV
deployment
|
| · |
Financial-HR-Supply
Chain Management system migration from JD Edwards to
PeopleSoft
|
| · |
Migration
of NPSI carrier billing to CNSL’s licensed application
software
|
Additional
planning will be done for the broader integration closer to the completion
of
the sale transaction. Forming the IMO and naming integration managers puts
us in
a great position to “hit the ground running” when we are one
company.
If
you
have any questions regarding the IMO, please contact Chris Young (chris.young@consolidated.com
or
217-234-5888) or Bill Barthlow (billb@nptc.com
or
724-443-9556) directly.
Safe
Harbor
Any
statements other than statements of historical facts, including statements
about
management’s beliefs and expectations, are forward-looking statements and should
be evaluated as such. These statements are made on the basis of management’s
views and assumptions regarding future events and business performance. Words
such as “estimate,” “believe,” “anticipate,” “expect,” and similar expressions
are intended to identify forward-looking statements. Forward-looking statements
(including oral representations) involve risks and uncertainties that may
cause
actual results to differ materially from any future results, performance
or
achievements expressed or implied by such statements. These risks and
uncertainties include the ability of Consolidated Communications Holdings,
Inc.
(the “Company”) to complete the acquisition, successfully integrate the
operations of North Pittsburgh Systems, Inc. (“North Pittsburgh”) and realize
the synergies from the acquisition, as well as a number of other factors
related
to the businesses of the Company and North Pittsburgh, including various
risks to stockholders of not receiving dividends and risks to the Company’s
ability to pursue growth opportunities if the Company continues to pay dividends
according to the current dividend policy; various risks to the price and
volatility of the Company’s common stock; the substantial amount of debt and the
Company’s ability to incur additional debt in the future; the Company’s need for
a significant amount of cash to service and repay the debt and to pay dividends
on the Company’s common stock; restrictions contained in the Company’s debt
agreements that limit the discretion of management in operating the business;
the ability to refinance the existing debt as necessary; regulatory changes,
rapid development and introduction of new technologies and intense competition
in the telecommunications industry; risks associated with the Company’s possible
pursuit of acquisitions; economic conditions in the Company’s and North
Pittsburgh’s service areas in Illinois, Texas and Pennsylvania; system failures;
losses of large customers or government contracts; risks associated with
the
rights-of-way for the network; disruptions in the relationship with third
party
vendors; losses of key management personnel and the inability to attract
and
retain highly qualified management and personnel in the future; changes in
the
extensive governmental legislation and regulations governing telecommunications
providers and the provision of telecommunications services; telecommunications
carriers disputing and/or avoiding their obligations to pay network access
charges for use of the Company’s network; high costs of regulatory compliance;
the competitive impact of legislation and regulatory changes in the
telecommunications industry; and liability and compliance costs regarding
environmental regulations. These and other risks and uncertainties are discussed
in more detail in the Company’s and North Pittsburgh’s filings with the
Securities and Exchange Commission, including our respective reports on Form
10-K and Form 10-Q.
Many
of
these risks are beyond management’s ability to control or predict. All
forward-looking statements attributable to the Company, North Pittsburgh
or
persons acting on behalf of each of them are expressly qualified in their
entirety by the cautionary statements and risk factors contained in this
communication and the companies’ filings with the Securities and Exchange
Commission. Because of these risks, uncertainties and assumptions, you should
not place undue reliance on these forward-looking statements. Furthermore,
forward-looking statements speak only as of the date they are made. Except
as
required under the federal securities laws or the rules and regulations of
the
Securities and Exchange Commission, we do not undertake any obligation to
update
or review any forward-looking information, whether as a result of new
information, future events or otherwise.
Prospectus/Proxy
Statement
This
material is not a substitute for the prospectus/proxy statement the Company
and
North Pittsburgh filed with the Securities and Exchange Commission on September
17, 2007, which, as amended, was declared effective on October 9, 2007.
Investors
are urged to read the prospectus/proxy statement, which contains important
information, including detailed risk factors.
The
prospectus/proxy statement is, and other documents which will be filed by
the
Company and North Pittsburgh with the Securities and Exchange Commission
will
be, available free of charge at the Securities and Exchange Commission’s
website, www.sec.gov, or by directing a request to Consolidated Communications,
121 South 17th Street, Mattoon, IL 61938, Attention: Investor Relations;
or to
North Pittsburgh, 4008 Gibsonia Road, Gibsonia, Pennsylvania 15044, Attention:
Investor Relations. The definitive prospectus/proxy statement will be mailed
to
shareholders of North Pittsburgh on October 12, 2007.
This
communication shall not constitute an offer to sell or the solicitation of
an
offer to buy securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior
to registration or qualification under the securities laws of such
jurisdiction.
Proxy
Solicitation
The
Company and North Pittsburgh, and certain of their respective directors,
executive officers and other members of management and employees are
participants in the solicitation of proxies in connection with the proposed
transactions. Information about the directors and executive officers of the
Company is set forth in the proxy statement for the Company’s 2007 annual
meeting of shareholders. Information about the directors and executive officers
of North Pittsburgh is set forth in the prospectus/proxy statement and North
Pittsburgh’s Annual Report on Form 10-K for the year ended December 31, 2006, as
amended. Investors may obtain additional information regarding the interests
of
such participants in the proposed transactions by reading the definitive
prospectus/proxy statement.