Attached files

file filename
8-K - 8-K - SUREWEST COMMUNICATIONSa12-4760_48k.htm
EX-99.3 - EX-99.3 - SUREWEST COMMUNICATIONSa12-4760_4ex99d3.htm
EX-99.2 - EX-99.2 - SUREWEST COMMUNICATIONSa12-4760_4ex99d2.htm
EX-99.1 - EX-99.1 - SUREWEST COMMUNICATIONSa12-4760_4ex99d1.htm

Exhibit 99.4

 

Via E-MAIL

 

Date:

March 5, 2012

From:

Dan T. Bessey, Vice President and Chief Financial Officer

To:

All Outstanding Option holders

 

Subject: Treatment of outstanding Options upon the close of the Merger

 

Option Awards

 

As a participant in the SureWest Long Term Incentive (LTI) plan, you were granted stock options. The purpose of this email is to inform you how your stock options granted to you under our LTI program will be treated if the proposed change in control is ultimately achieved with Consolidated Communications.  In accordance with the terms of the agreement between SureWest and Consolidated, and as permitted by the terms of the LTI plan, all stock options, if not already vested, will become fully vested at the time of the closing of the merger and be automatically cancelled in exchange for a cash payment, if any, equal to (i) the excess, if any, of $23 over the exercise price per share of your option, multiplied by (ii) the number of shares subject to your option.  Please note that since the exercise price of your options is greater than $23, your options will be cancelled upon the closing of the merger for no consideration.

 

If you have any questions, please call me at 786-1166.

 

Dan Bessey

 

Please see below for additional important information.

 

Important Merger Information and Additional Information

 

This document does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, 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.

 

In connection with the proposed transaction, SureWest and Consolidated will file relevant materials with the SEC. Consolidated will file a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”).  SUREWEST SHAREHOLDERS ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, INCLUDING THE PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION.  The final proxy statement/prospectus will be mailed to SureWest shareholders.  The registration statement and proxy statement/prospectus and other documents filed by SureWest with the SEC are, or when filed will be, available free of charge at the SEC web site at www.sec.gov. Copies of the registration statement and proxy statement/prospectus (when available) and other filings made by SureWest with the SEC can also be obtained, free of charge, by directing a request to SureWest Communications, P.O. Box 969, Roseville, CA 95678, Attn: Investor Relations Manager. The registration statement and proxy statement/prospectus (when available) and such other documents are also available for free on

 



 

our web site at www.surw.com/ir/, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

 

Participants in the Solicitation

 

SureWest and Consolidated, and certain of their respective directors and officers and other persons may be deemed to be participants in the solicitation of proxies from its shareholders in connection with the proposed acquisition transaction. Information regarding directors and executive officers of SureWest in the solicitation is set forth in the SureWest proxy statements and Annual Reports on Form 10-K, previously filed with the SEC.  Information regarding directors and executive officers of Consolidated in the solicitation is set forth in the Consolidated proxy statements and Annual Reports on Form 10-K, previously filed with the SEC.  Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions.