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): March 12, 2007
CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-51446 02-0636095
(State of Incorporation) (Commission File (IRS employer
Number) identification no.)
121 South 17th Street
Mattoon, Illinois 61938-3987
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (217) 235-3311
NOT APPLICABLE
(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:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS
OF CERTAIN OFFICERS.
Executive Long-Term Incentive Program
-------------------------------------
On March 12, 2007, the Compensation Committee of the Board of
Directors of Consolidated Communications Holdings, Inc. (the
"Company") adopted and made initial awards under a revised Executive
Long-Term Incentive Program, which provides a methodology for
determining the amount of stock awards made to senior executives under
the Company's 2005 Long-Term Incentive Plan (the "2005 LTIP"). A copy
of the Executive Long-Term Incentive Program, as revised March 12,
2007 to replace the Executive Long-Term Incentive Program adopted
on February 20, 2007, is filed with this Current Report as
Exhibit 10.1 and incorporated herein by this reference.
The program is intended to provide eligible executives with long-term
incentive compensation at or near the 50th percentile of such
compensation paid to executives holding comparable job positions at
the companies within the Company's custom comparator group. Half of
this value is paid to the executive in an award of restricted shares
and half is paid to the executive in an award of performance shares.
The restricted shares vest as determined by the Committee for each
executive at the time of grant. The performance shares entitle the
executive to receive an award of restricted shares in the next
subsequent year if certain goals based on current year Company
performance are attained. Attainment of the goals at the target
levels will result in the target number of performance shares awarded
as restricted shares, and attainment of the goals at above or below
the target levels will result in an increased or decreased number of
restricted shares awarded. The restricted shares awarded pursuant to
the performance shares also vest as determined by the Committee for
each executive at the time of grant.
Except for the grants described in the next sentence, in determining
the number of shares subject to the awards, restricted shares are
valued at the fair market value of the common stock on the date of
grant, and performance shares are valued by applying a discount to the
fair market value of the common stock on the date of grant, which is
intended to reflect the risk of attaining performance goal results at
below the target levels (the discount for 2007 is 10%). The
Compensation Committee made grant awards on March 12, 2007, which were
made pursuant to the program's methodology described above, except
that the long-term equity incentive compensation levels and the fair
market value were based on November 2006 data (with the fair market
value based on the average of the closing price of the shares for the
month of November), which reflects the data available when the
Compensation Committee initially determined to use this methodology.
An award of 55,673 restricted shares and 20,619 performance shares was
made to Robert J. Currey. Awards to the other named executive
officers are set forth in the Executive Long-Term Incentive Program.
The Committee previously approved the 2007 performance goals under the
Executive Long-Term Incentive Program, which are the same as the
criteria established under the Company's Bonus Plan, as described
below in this Current Report under the caption "Approval of 2007
Performance Goals under the Bonus Plan."
A form of Performance Stock Grant Certificate to be used for awards
pursuant to the 2005 LTIP, as previously approved by the Committee, is
filed with this Current Report as Exhibit 10.2 and incorporated herein
by this reference.
A form of Restricted Stock Grant Certificate to be used for awards
pursuant to the 2005 LTIP, as previously approved by the Committee, is
filed with this Current Report as Exhibit 10.3 and incorporated herein
by this reference.
Approval of Restricted Stock Grant Certificate for Directors
------------------------------------------------------------
A form of Restricted Stock Grant Certificate with respect to grants of
the Company's restricted stock to each of its directors who satisfies
the independence requirements of the Securities and Exchange
Commission and The Nasdaq Stock Market, Inc., to be used for awards
pursuant to the 2005 LTIP, as approved by the Committee on March 12,
2007, is filed with this Current Report as Exhibit 10.4 and
incorporated herein by this reference.
Approval of 2007 Performance Goals under the Bonus Plan
-------------------------------------------------------
The Company maintains the Consolidated Communications Holdings, Inc.
Bonus Plan, a description of which is filed with this Current Report
as Exhibit 10.5 and incorporated herein by this reference. On March
12, 2007, the Compensation Committee approved the 2007 performance
goals under the Bonus Plan for senior management, including all of
the Company's named executive officers, which are based on the
following business criteria: (i) 90% of the target bonus payment
will be based on corporate performance goals of earnings before
interest, taxes, depreciation and amortization (EBITDA), dividend
payout ratio, and broadband subscriber net additions; and (ii) 10%
of the target bonus payment will be based on individual goals to
be achieved by the senior management group as a team.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) EXHIBITS.
Exhibit No. Description
----------- -----------
10.1 Executive Long-Term Incentive Program, as revised
March 12, 2007.
10.2 Form of 2005 Long-Term Incentive Plan Performance Stock
Grant Certificate.
10.3 Form of 2005 Long-Term Incentive Plan Restricted Stock
Grant Certificate.
10.4 Form of 2005 Long-Term Incentive Plan Restricted Stock
Grant Certificate for Directors.
10.5 Description of the Consolidated Communications
Holdings, Inc. Bonus Plan.
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.
Date: March 16, 2007
Consolidated Communications Holdings, Inc.
By: /s/ Steven L. Childers
--------------------------------------
Name: Steven L. Childers
Title: Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
10.1 Executive Long-Term Incentive Program, as revised
March 12, 2007.
10.2 Form of 2005 Long-Term Incentive Plan Performance Stock
Grant Certificate.
10.3 Form of 2005 Long-Term Incentive Plan Restricted Stock
Grant Certificate.
10.4 Form of 2005 Long-Term Incentive Plan Restricted Stock
Grant Certificate for Directors.
10.5 Description of the Consolidated Communications
Holdings, Inc. Bonus Plan.