SEC FORM 3/A SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
SPECTRUM EQUITY INVESTORS IV LP

(Last) (First) (Middle)
ONE INTERNATIONAL PLACE
SUITE 29TH FLOOR

(Street)
BOSTON MA 02110

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/21/2005
3. Issuer Name and Ticker or Trading Symbol
Consolidated Communications Illinois Holdings, Inc. [ CNSL ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
07/21/2005
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 6,814,745(1) D
Common Stock 750,016(1) I See Footnotes(1)(2)(3)(4)(5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
SPECTRUM EQUITY INVESTORS IV LP

(Last) (First) (Middle)
ONE INTERNATIONAL PLACE
SUITE 29TH FLOOR

(Street)
BOSTON MA 02110

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Spectrum IV Investment Managers Fund, L.P.

(Last) (First) (Middle)
ONE INTERNATIONAL PLACE
SUITE 29TH FLOOR

(Street)
BOSTON MA 02110

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SPECTRUM EQUITY INVESTORS PARALLEL IV LP

(Last) (First) (Middle)
ONE INTERNATIONAL PLACE
SUITE 29TH FLOOR

(Street)
BOSTON MA 02110

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SPECTRUM EQUITY INVESTORS III L P

(Last) (First) (Middle)
ONE INTERNATIONAL PLACE
SUITE 29TH FLOOR

(Street)
BOSTON MA 02110

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SEI III ENTREPRENEURS FUND L P

(Last) (First) (Middle)
ONE INTERNATIONAL PLACE
SUITE 29TH FLOOR

(Street)
BOSTON MA 02110

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SPECTRUM III INVESTMENT MANAGERS FUND LP

(Last) (First) (Middle)
ONE INTERNATIONAL PLACE
SUITE 29TH FLOOR

(Street)
BOSTON MA 02110

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Spectrum Equity Associates IV L P

(Last) (First) (Middle)
ONE INTERNATIONAL PLACE
SUITE 29TH FLOOR

(Street)
BOSTON MA 02110

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Spectrum Equity Associates III L P

(Last) (First) (Middle)
ONE INTERNATIONAL PLACE
SUITE 29TH FLOOR

(Street)
BOSTON MA 02110

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SEI Entrepreneurs Fund LLC

(Last) (First) (Middle)
ONE INTERNATIONAL PLACE
SUITE 29TH FLOOR

(Street)
BOSTON MA 02110

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MARONI KEVIN J

(Last) (First) (Middle)
C/O SPECTRUM EQUITY INVESTORS
ONE INTERNATIONAL PLACE, 29TH FLOOR

(Street)
BOSTON MA 02110

(City) (State) (Zip)
Explanation of Responses:
1. Shares acquired pursuant to a reorganization as described in the Issuer's registration statement on Form S-1 (Registration No. 333-121086).
2. Represents 6,814,745 shares of Common Stock held by Spectrum Equity Investors IV, L.P. ("SEI4"); 81,153 shares of Common Stock held by Spectrum IV Investment Managers? Fund, L.P. ("SIM4"); 40,230 shares of Common Stock held by Spectrum Equity Investors Parallel IV, L.P. ("SEIP4"); 603,487 shares of Common Stock held by Spectrum Equity Investors III, L.P. ("SEI3"); 18,859 shares of Common Stock held by SEI III Entrepreneurs? Fund L.P. ("SEI3E"); and 6,287 shares of Common Stock held by Spectrum III Investment Managers? Fund L.P. ("SIM3"). Spectrum Equity Associates IV, L.P. ("SEA4") is the sole general partner of SEI4 and SEIP4. Spectrum Equity Associates III, L.P. ("SEA3") is the sole general partner of SEI3. SEI III Entrepreneurs LLC ("SEI3LLC") is the sole general partner of SEI3E.
3. Because these funds ultimately are under common management that shares the power to direct the voting and disposition of the shares, each of these entities may be deemed to share beneficial ownership of the shares owned by the others. Each of these entities disclaims this beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purpose of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.
4. Because decisions by each of the entities serving as the ultimate general partners of the individual funds in question are made by majority vote of either four or seven partners or members, as the case may be, no individual partner of SEA4, SIM4, SEA3 or SIM3, and no individual member of SEI3LLC, has the power alone to direct the voting or disposition of the shares, and no such individual has the power to prevent the voting or disposition of such shares over his objection.
5. Kevin J. Maroni is a director of the Issuer and a general partner or managing member of, and holds a minority interest in, the funds of Spectrum Equity Investors IV, L.P. and its affiliates ("Spectrum Equity") that own shares of the Issuer?s Common Stock. As a result, Mr. Maroni may be deemed to share beneficial ownership of the shares of Common Stock owned by Spectrum Equity. Mr. Maroni disclaims beneficial ownership of such shares, and this report shall not be deemed an admission that Mr. Maroni is the beneficial owner of the securities for purpose of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein. Mr. Maroni beneficially owns no shares directly. Mr. Maroni will resign on the closing date of the issuer's initial public offering and thereby cease being a reporting person.
Remarks:
James N. Pepin, Power of Attorney 07/22/2005
James N. Pepin, Power of Attorney 07/21/2005
James N. Pepin, Power of Attorney 07/21/2005
James N. Pepin, Power of Attorney 07/21/2005
James N. Pepin, Power of Attorney 07/21/2005
James N. Pepin, Power of Attorney 07/21/2005
James N. Pepin, Power of Attorney 07/21/2005
James N. Pepin, Power of Attorney 07/21/2005
James N. Pepin, Power of Attorney 07/21/2005
James N. Pepin, Power of Attorney 07/21/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
 Power of Attorney 
 
	    The undersigned hereby constitutes and appoints
each of Steven L. 
Grissom and Alexander A. Gendzier and James N. Pepin,
of King & Spalding LLP, 
the Company's counsel, as the undersigned's true
and lawful attorney-in-fact to: 
 
(1)	    execute for and on behalf of
the undersigned, in the 
		  undersigned's capacity as an officer,
director and/or a 
		  stockholder owning more than 10% of Consolidated

		  Communications Holdings, Inc.'s (the "Company") common stock, 
		 
Forms 3, 4 and 5 in accordance with Section 16 of the 
		  Securities
Exchange Act of 1934, as amended (the "Exchange 
		  Act"), and the rules
and regulations promulgated thereunder; 
(2)	    do and perform any and
all acts for and on behalf of the 
		  undersigned which may be necessary
or desirable to complete 
		  and execute any such Forms 3, 4 or 5 and
timely file such 
		  forms with the U.S. Securities and Exchange
Commission and any 
		  stock exchange or similar authority; and 
(3)	   
take any other action of any type whatsoever in connection 
		  with the
foregoing which, in the opinion of such 
		  attorney-in-fact, may be of
benefit to, in the best interest 
		  of, or legally required by, the
undersigned, it being 
		  understood that the documents executed by such

		  attorney-in-fact on behalf of the undersigned pursuant to this
 
		 
Power of Attorney shall be in such form and shall contain such 
		  terms
and conditions as such attorney-in-fact may approve in 
		  such
attorney-in-fact's discretion. 
 
	    The undersigned hereby grants to
each attorney-in-fact full power and 
authority to do and perform any and
every act and thing whatsoever requisite, 
necessary, or proper to be done
in the exercise of any of the rights and powers 
herein granted, as fully
to all intents and purposes as the undersigned might or 
could do if
personally present, with full power of such substitution or 
revocation,
hereby ratifying and confirming all that each attorney-in-fact, or 
each
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to

be done by virtue of this Power of Attorney and the rights and powers
herein 
granted. The undersigned acknowledges that the foregoing
attorney-in-fact, in 
serving in such capacity at the request of the
undersigned, is not assuming, nor 
is the Company assuming, any of the
undersigned's responsibilities to comply 
with Section 16 of the Exchange
Act. 
 
	    This Power of Attorney shall remain in full force and effect
until the 
undersigned is no longer required to file Forms 3, 4 and 5 with
respect to the 
undersigned's holdings of and transactions in securities
issued by the Company, 
unless earlier revoked by the undersigned in a
signed writing delivered to 
either of the foregoing attorneys -in-fact.

 
	    IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney 
to be executed as of this 19th day of July, 2005. 
 
						
By:   /s/ Kevin J. Maroni 
							------------------------------

							Name: Kevin J. Maroni 



Exhibit 99 
					    Joint Filer Information 
 


Name:    Spectrum Equity Investors IV, L.P. 
 
Address: c/o Spectrum
Equity Investors 
	    One International Place 
	    Boston,
Massachusetts 02110 
 
Designated Filer: Spectrum Equity Investors IV,
L.P. 
 
Issuer & Ticker Symbol: Consolidated Communications Holdings,
Inc. (CNSL) 
 
Date of Event Requiring Statement: July 21, 2005 


Shares beneficially owned - Direct: 6,760,011	   Indirect: 743,992 


Signature: /s/ James N. Pepin								   7/21/05

		---------------------------------------------------------------------

		James N. Pepin, by power of attorney for Spectrum Equity Investors IV,
L.P. 
 
 
 
Name:    Spectrum IV Investment Managers' Fund L.P. 


Address: c/o Spectrum Equity Investors 
	    One International Place 
	   
Boston, Massachusetts 02110 
 
Shares Directly Beneficially Owned: 
80,501 
 
Designated Filer: Spectrum Equity Investors IV, L.P. 


Issuer & Ticker Symbol: Consolidated Communications Holdings, Inc. (CNSL)

 
Date of Event Requiring Statement: July 21, 2005 
 
 
Signature:
/s/ James N. Pepin								   7/21/05

		---------------------------------------------------------------------

		James N. Pepin, by power of attorney for 
		Spectrum IV Investment
Managers' Fund L.P. 
 
 

<PAGE> 
 
 
 
Name:    Spectrum Equity
Investors Parallel IV, L.P. 
 
Address: c/o Spectrum Equity Investors 
	   
One International Place 
	    Boston, Massachusetts 02110 
 
Shares
Directly Beneficially Owned:  39,907 
 
Designated Filer: Spectrum Equity
Investors IV, L.P. 
 
Issuer & Ticker
 Symbol: Consolidated Communications
Holdings, Inc. (CNSL) 
 
Date of Event Requiring Statement: July 21, 2005

 
 
Signature: /s/ James N. Pepin								   7/21/05

		---------------------------------------------------------------------

James N. Pepin, by power of attorney for Spectrum Equity Investors
Parallel IV, L.P. 
 
 
 
Name:    Spectrum Equity Investors III, L.P.

 
Address: c/o Spectrum Equity Investors 
	    One International Place

	    Boston, Massachusetts 02110 
 
Shares Directly Beneficially Owned: 
598,640 
 
Designated Filer: Spectrum Equity Investors IV, L.P. 


Issuer & Ticker Symbol: Consolidated Communications Holdings, Inc. (CNSL)

 
Date of Event Requiring Statement: July 21, 2005 
 
 
Signature:
/s/ James N. Pepin								   7/21/05

		---------------------------------------------------------------------

James N. Pepin, by power of attorney for Spectrum Equity Investors III,
L.P. 
 
 
 

<PAGE> 
 
 
 
Name:    SEI III Entrepreneurs' Fund L.P.

 
Address: c/o Spectrum Equity Investors 
	    One International Place

	    Boston, Massachusetts 02110 
 
Shares Directly Beneficially Owned: 
18,708 
 
Designated Filer: Spectrum Equity Investors IV, L.P. 


Issuer & Ticker Symbol: Consolidated Communications Holdings, Inc. (CNSL)

 
Date of Event Requiring Statement: July 21, 2005 
 
 
Signature:
/s/ James N. Pepin								   7/21/05

		---------------------------------------------------------------------

		James N. Pepin, by power of attorney for SEI III Entrepreneurs' Fund
L.P. 
 
 
 
Name:    Spectrum III Investment Managers' Fund L.P. 


Address: c/o Spectrum Equity Investors 
	    One International Place 
	   
Boston, Massachusetts 02110 
 
Shares Directly Beneficially Owned:  6,236

 
Designated Filer: Spectrum Equity Investors IV, L.P. 
 
Issuer &
Ticker Symbol: Consolidated Communications Holdings, Inc. (CNSL) 
 
Date
of Event Requiring Statement: July 21, 2005 
 
 
Signature: /s/ James N.
Pepin								   7/21/05

		---------------------------------------------------------------------

		James N. Pepin, by power of attorney for 
		Spectrum III Investment
Managers' Fund L.P. 
 
 

<PAGE> 
 
 
 
Name:    Spectrum Equity
Associates IV, L.P. 
 
Address: c/o Spectrum Equity Investors 
	    One
International Place 
	    Boston, Massachusetts 02110 
 
Designated
Filer: Spectrum Equity Investors IV, L.P. 
 
Issuer & Ticker Symbol:
Consolidated Communications Holdings, Inc. (CNSL) 
 
Date of Event
Requiring Statement: July 21, 2005 
 
Shares Indirectly Beneficially
Owned: 6,799,918 
 
Signature: /s/ James N. Pepin								   7/21/05 
	   
---------------------------------------------------------------------- 
	  
James N. Pepin, by power of attorney for Spectrum Equity Associates IV,
L.P. 
 
 
 
Name:    Spectrum Equity Associates III, L.P. 
 
Address:
c/o Spectrum Equity Investors 
	    One International Place 
	    Boston,
Massachusetts 02110 
 
Designated Filer: Spectrum Equity Investors IV,
L.P. 
 
Issuer & Ticker Symbol: Consolidated Communications Holdings,
Inc. (CNSL) 
 
Date of Event Requiring Statement: July 21, 2005 


Shares Indirectly Beneficially Owned: 598,640 
 
Signature: /s/ James
N. Pepin								    7/21/05 
	   
----------------------------------------------------------------------- 
	  
James N. Pepin, by power of attorney for Spectrum Equity Associates III,
L.P. 
 
 
 
 

<PAGE> 
 
 
 
Name:    SEI III Entrepreneurs' LLC 


Address: c/o Spectrum Equity Investors 
	    One International Place 
	   
Boston, Massachusetts 02110 
 
Shares Indirectly Beneficially Owned:
18,708 
 
Designated Filer: Spectrum Equity Investors IV, L.P. 


Issuer & Ticker Symbol: Consolidated Communications Holdings, Inc. (CNSL)

 
Date of Event Requiring Statement: July 21, 2005 
 
 
Signature:
/s/  James N. Pepin								  7/21/05

		---------------------------------------------------------------------

		James N. Pepin, by power of attorney for SEI III Entrepreneurs' LLC 


 
 
Name:    Kevin J. Maroni 
 
Address: c/o Spectrum Equity
Investors 
	    One International Place 
	    Boston, Massachusetts 02110

 
Shares Directly Beneficially Owned:  0 
 
Designated Filer: Spectrum
Equity Investors IV, L.P. 
 
Issuer & Ticker Symbol: Consolidated
Communications Holdings, Inc. (CNSL) 
 
Date of Event Requiring
Statement: July 21, 2005 
 
 
Signature: /s/ James N. Pepin								  
7/21/05

		---------------------------------------------------------------------

	    James N. Pepin, by power of attorney for Kevin J. Maroni, Director

	    Consolidated Communications Holdings, Inc.