UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~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~~Earliest ~~event~~Event ~~reported~~Reported): ~~June 12~~ July 2, 2012

~~SureWest~~SUREWEST ~~Communications (Exact name of registrant as specified in its charter)~~COMMUNICATIONS

California		000-29660		68-0365195
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(Exact name of registrant as specified in its charter)

8150 Industrial Avenue, Roseville, California	95678
California	000-29660	68-0365195
(Address of principal executive offices)	(Zip Code)
(State of Incorporation)	(Commission File Number)	(IRS employer identification no.)

Registrant’s telephone number, including area code (916) 772-2000

8150 Industrial Avenue
Roseville, California		95678
(Address of principal executive offices)		(Zip code)

~~(Former~~Registrant’s ~~name~~telephone ornumber, ~~former~~including ~~address~~area ifcode: ~~changed since last report~~(916) 772-2000

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:

o [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~Introductory ~~5.07 Submission of Matters to a Vote of Security Holders.~~Note

On ~~June~~July 122, 2012, SureWest Communications (“SureWest”) completed its merger (the “~~Company~~First Merger”) orwith WH Acquisition Corp. (“~~SureWest~~Merger Sub I”), ~~held~~ a ~~special~~California ~~meeting~~corporation ofand ~~the~~wholly-owned ~~Company’s~~subsidiary ~~shareholders~~of toConsolidated ~~vote~~Communications ~~on (i)~~Holdings, aInc. ~~proposal~~ (“~~Proposal 1~~Consolidated”), towhereby ~~approve the~~ Merger ~~Agreement,~~Sub ~~the~~I ~~Merger~~merged ~~Certificate~~with and ~~the~~into ~~transactions~~SureWest ~~contemplated~~with ~~thereby,~~SureWest ~~including~~continuing as the surviving corporation in the First Merger, ~~(ii) a~~and ~~proposal~~as ~~(“Proposal~~a ~~2”)~~result toof ~~approve,~~which bySureWest anhas ~~advisory~~been ~~vote~~acquired by, ~~the~~and ~~change~~has inbecome ~~control~~a ~~severance~~wholly ~~payment~~owned subsidiary of, ~~the~~Consolidated. Subsequently, ~~named~~also ~~executive~~on ~~officers~~July 2, ~~and~~2012, ~~(iii) to~~the ~~approve~~surviving ~~the~~company ~~adjournment~~of orthe ~~postponement~~First ofMerger merged (the ~~special~~“Second ~~meeting~~Merger,” iftogether ~~necessary~~with orthe ~~appropriate~~First Merger, tothe ~~solicit~~“Mergers”) ~~additional~~with ~~proxies~~and into WH Acquisition II Corp., ~~The~~a ~~matters~~California ~~acted~~corporation ~~upon~~and atwholly-owned ~~the~~subsidiary ~~special~~of ~~meeting~~Consolidated ~~are~~(“Merger ~~described~~Sub inII”). The ~~more~~Mergers ~~detail~~were ineffected ~~the~~pursuant ~~definitive~~to ~~joint~~an ~~proxy~~Agreement ~~statement/prospectus~~and Plan of ~~SureWest~~Merger, ~~and~~dated ~~Consolidated~~as ~~Communications~~of February 5, 2012 (the “~~Consolidated~~Merger Agreement”), onamong ~~Form S-4~~SureWest, ~~which~~ Consolidated, ~~filed~~Merger ~~with~~Sub ~~the~~I ~~Securities~~ and ~~Exchange~~Merger ~~Commission~~Sub onII. The ~~April 24,~~following ~~2012.~~events took place in connection with the consummation of the Mergers:

~~Shareholders~~Item ~~representing 10,549,521 shares, or 73~~1.~~62%,~~02. ofTermination ~~the common shares outstanding as~~ of ~~the~~a ~~April 23,~~Material ~~2012~~Definitive ~~record date were present in person or represented at the meeting by proxy~~Agreement.

~~The~~In ~~three~~connection ~~matters~~with ~~voted~~the ~~upon~~consummation atof the ~~meeting~~First Merger, ~~are~~SureWest ~~set~~has ~~forth~~terminated ~~below:~~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. Each such agreement was terminated at the effective time of the First Merger and payments of the amounts previously outstanding thereunder were made in full in cash.

~~Proposal~~Item ~~1: To~~3.01. ~~approve~~Notice ~~the~~of ~~Merger~~Delisting ~~Agreement,~~or ~~the~~Failure ~~Merger~~to ~~Certificate~~Satisfy ~~and~~a ~~the~~Continued ~~transactions~~Listing ~~contemplated~~Rule ~~thereby,~~or ~~including~~Standard; ~~the~~Transfer ~~First~~of ~~Merger~~Listing.

~~The~~On ~~proposal~~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 ~~approved:~~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. On July 2, 2012, SureWest requested that Nasdaq file, and Nasdaq filed, with the Securities and Exchange Commission a notification of removal from listing on Form 25 to report that the shares of SureWest’s common stock are no longer listed on Nasdaq.

	Shares Voted	Percent of Shares Outstanding
For	10,169,762	70.76%
Against	250,967	1.65%
Abstain	128,792	0.89%
Broker non-votes	-	-

Item 3.03. Material Modification to Rights of Security Holders.

~~Proposal~~On July 2~~: To~~, ~~approve~~2012, bythe anFirst ~~advisory~~Merger ~~vote,~~was ~~the~~consummated ~~change~~ in ~~control~~accordance ~~severance~~with ~~payment~~the ofMerger Agreement. Under the ~~named~~terms ~~executive~~of ~~officers.~~the Merger Agreement:

~~The~~· In ~~proposal~~the First Merger, SureWest’s shareholders had the right to elect to exchange each share of SureWest common stock for either (i) $23.00 in cash, without interest, or (ii) shares of Consolidated’s common stock having an equivalent value based on the Consolidated Trading Price, subject to a collar so that there was ~~approved:~~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.

		Shares Voted
For		9,362,061
Against		924,145
Abstain		263,315
Broker non-votes		-

· The Consolidated Trading Price was $14.44. As a result, at the effective time of the First Merger, 50% of the shares of SureWest common stock (treating restricted stock units and restricted stock awards as outstanding) converted into the right to receive $23.00 in cash, without interest, per share, for an approximate total of $170 million in cash, and each of the remaining shares of SureWest common stock converted into the right to receive 1.40565 shares of common stock of Consolidated, or an approximate total of 10,417,450 shares of Consolidated’s common stock.

~~Proposal~~· No ~~3: To~~fractional ~~approve~~shares of Consolidated common stock will be issued to any SureWest shareholder in the ~~adjournment~~First orMerger. Each ~~postponement~~SureWest shareholder who would otherwise have been entitled to receive a fraction of a share of Consolidated common stock in the ~~special~~First ~~meeting,~~Merger ifwill ~~necessary~~receive orcash ~~appropriate,~~in an amount equal to ~~solicit~~the ~~additional~~product ~~proxies~~obtained by multiplying (i) the fractional share interest which such holder would otherwise be entitled to receive by (ii) $14.44 (which represents the Consolidated Trading Price).

~~The~~This ~~proposal~~description of the First Merger is qualified in its entirety by reference to the Merger Agreement, a complete copy of which was ~~approved:~~filed as Exhibit 2.1 to the Form 8-K filed by SureWest on February 8, 2012 and is incorporated herein by reference.

		Shares Voted
For		9,555,417
Against		815,676
Abstain		178,428
Broker non-votes		-

Upon the effective time of the First Merger, holders of SureWest’s common stock immediately prior to the effective time of the First Merger ceased to have any rights as shareholders in SureWest (other than their right to receive the merger consideration).

Item 85.01. ~~Other~~Changes ~~Events~~in Control of Registrant.

OnAs ~~June 12,~~a ~~2012,~~result of the ~~SureWest~~First ~~and~~Merger, ~~Consolidated issued~~ a ~~joint~~change ~~press~~of ~~release~~control ~~announcing~~of ~~that~~SureWest ~~the~~occurred ~~deadline~~and ~~for~~ SureWest ~~shareholders~~became toa ~~elect~~wholly-owned ~~the~~subsidiary ~~form~~ of ~~merger consideration they wish to receive in connection with the pending merger between SureWest and~~ Consolidated ~~will be 5:00 p~~.m. Consolidated ~~eastern~~financed ~~time on Thursday, June 28, 2012 (~~the ~~“Election~~cash ~~Deadline”),~~portion ~~and~~of ~~that~~ the ~~companies~~merger ~~have~~consideration ~~scheduled~~with ~~Monday,~~debt ~~July 2,~~and ~~2012~~cash ason ~~the~~hand. The ~~closing~~disclosure ~~date~~under ~~for~~Item ~~the merger~~3. A03 ~~copy of the press release making this announcement~~ is ~~attached hereto as Exhibit 99.1 and~~ incorporated ~~into~~herein ~~this Item 8.01~~ by reference.

Item 95.0102. ~~Financial~~Departure ~~Statements~~of ~~and~~Directors ~~Exhibits~~or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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. Pursuant to the Merger Agreement, as a result of the First Merger, the directors of Merger Sub I immediately prior to the effective time of the First Merger (dRobert J. Currey, Richard A. Lumpkin, Steven J. Shirar and Matthew K. Smith) ~~Exhibits~~ became the directors of the surviving corporation of the First Merger, and the officers of Merger Sub I immediately prior to the effective time of the First Merger (Richard A. Lumpkin-Chairman, Robert J. Currey-President and Chief Executive Officer, C. Robert Udell, Jr.-Senior Vice President and Chief Operating Officer, Steven J. Shirar-Senior Vice President and Corporate Secretary, Christopher A. Young-Chief Information Officer, and Steven L. Childers-Senior Vice President and Chief Financial Officer) became the officers of the surviving corporation of the First Merger. Subsequently, pursuant to the Merger Agreement and as a result of the Second Merger, the directors of Merger Sub II immediately prior to the effective time of the Second Merger (being the same persons who were directors of Merger Sub I listed above) became the directors of the surviving corporation of the Second Merger, and the officers of Merger Sub II immediately prior to the effective time of the Second Merger (being the same persons who were officers of Merger Sub I listed above) became the officers of the surviving corporation of the Second Merger.

Exhibit No.		Description
99.1		Press release regarding Election Deadline dated June 12, 2012.

Item 5.03. Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year.

~~SIGNATURES~~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. Subsequently, pursuant to the Second Merger, the articles of incorporation of Merger Sub II, as in effect immediately prior to the effective time of the Second Merger became the articles of incorporation of the surviving corporation of the Second Merger at the effective time of the Second Merger, pursuant to which, among other things, the surviving corporation was renamed “SureWest Communications,” and the bylaws of Merger Sub II, as in effect immediately prior to the effective time of the Second Merger, became the by-laws of the surviving corporation of the Second Merger at the effective time of the Second Merger. The articles of incorporation and the by-laws of the surviving corporation of the Second Merger, which were substantially similar to the articles and incorporation and by-laws of the surviving corporation of the First Merger, are attached as Exhibit 3.1 and Exhibit 3.2 hereto, respectively, and incorporated herein by reference.

~~Pursuant~~Item to9.01. ~~the~~Financial ~~requirements~~Statements ofand ~~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~~Exhibits.

~~SUREWEST COMMUNICATIONS~~ (~~Registrant~~d) ~~By: /s/ Dan T~~ Exhibits. ~~Bessey Dan T. Bessey Vice President and Chief Financial Officer~~

Date: June 12, 2012

Exhibit No.		Description

2.1*		Agreement and Plan of Merger, dated as of February 5, 2012, by and among SureWest, Consolidated Communications Holdings, Inc., WH Acquisition Corp. and WH Acquisition II Corp. (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K dated February 5, 2012)

3.1		Amended and Restated Articles of Incorporation

3.2		Amended and Restated By-laws

~~EXHIBIT INDEX~~* Schedules and other attachments to the Agreement and Plan of Merger, which are listed in the exhibit, are omitted. SureWest agrees to furnish supplementally a copy of any schedule or other attachment to the Securities and Exchange Commission upon request.

Exhibit No.		Description
99.1		Press release regarding Election Deadline dated June 12, 2012.

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: July 9, 2012
	SureWest Communications


	By:	/s/ Steven L. Childers
		Name: Steven L. Childers
		Title: Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description

2.1*		Agreement and Plan of Merger, dated as of February 5, 2012, by and among SureWest, Consolidated Communications Holdings, Inc., WH Acquisition Corp. and WH Acquisition II Corp. (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K dated February 5, 2012)

3.1		Amended and Restated Articles of Incorporation

3.2		Amended and Restated By-laws

* Schedules and other attachments to the Agreement and Plan of Merger, which are listed in the exhibit, are omitted. SureWest agrees to furnish supplementally a copy of any schedule or other attachment to the Securities and Exchange Commission upon request.

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