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): May 6, 2008
CONSOLIDATED COMMUNICATIONS HOLDINGS, INC
(Exact name of registrant as specified in its charter)
DELAWARE 000-51446 02-0636095
(State of Incorporation) (Commission File Number) (IRS employer
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 5.05 - AMENDMENTS TO THE REGISTRANT'S CODE OF ETHICS, OR WAIVER
OF A PROVISION OF THE CODE OF ETHICS.
(a) On May 6, 2008, the Board of Directors of Consolidated
Communications Holdings, Inc. (the "Company") adopted amendments to
the Company's Code of Business Conduct and Ethics (the "Code"). The
amendments took effect immediately upon adoption by the Board of
Directors.
The amendments to the Code included the following:
* Reflecting the adoption of related policies and clarifying
that certain Company policies, such as the insider trading
policy and employee handbook, are not intended to be part of
the Code, and deleting the insider trading policy as an
Exhibit to the Code.
* Explaining that the Company's Audit Committee, in addition
to the Board of Directors, has the authority to review and
approve potential conflicts of interest.
* Clarifying that transactions between directors and officers,
or entities with which they are affiliated, are not covered
if the transactions are in the ordinary course of business
of the Company and the director or officer has no material
interest in the transactions.
* Adding the word "material" before the words "financial
interest" in the portion of the Code that states that no
director, officer or employee of the Company shall, without
approval, be a consultant to, or a director, officer or
employee of, or otherwise operate a business that has any
such interest in an entity with which the Company does
business that might create or give the appearance of a
conflict of interest.
* Providing additional detail as to how anonymous complaints
may be made.
* Adding a requirement that Company personnel cooperate in
internal investigations.
* Making various other changes to update information or
improve readability and clarity of the Code.
The Company has posted the Code, as amended, on its website at
www.consolidated.com.
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: May 8, 2008
Consolidated Communications Holdings, Inc.
By: /s/ Steven L. Childers
-------------------------------
Name: Steven L. Childers
Title: Chief Financial Officer