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): February 13, 2002
CITIZENS COMMUNICATIONS COMPANY
(Exact name of Registrant as specified in its charter)
Delaware 001-11001 06-0619596
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
3 High Ridge Park
Stamford, Connecticut 06905
(Address of Principal Executive Offices) (Zip Code)
(203) 614-5600
(Registrant's Telephone Number, Including Area Code)
No Change Since Last Report
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(Former name or former address, if changed since last report)
Item 5. Other Events. Citizens Communications Company announced that
it will recognize a $79 million writedown in its year ended December
31, 2001, financial statements on its holdings of 3,059,000 shares of
Class A Common Stock of Adelphia Communications Corp. Citizens
completed the sale of its water and wastewater treatment operations on
January 15, 2002, for $859.1 million in cash and $120.4 million in
assumed debt and other liabilities. The pretax gain on this
disposition, which will be reflected in the results of operations for
the first quarter of 2002, has been estimated to be $303.6 million.
Citizens is monitoring the bankruptcy proceedings of Global Crossing
Ltd. and certain Global Crossing affiliates to determine the
bankruptcy filings' effect on Citizens' operations and financial
position. Citizens will reserve approximately $30 million to reflect
its best estimate of the net realizable value of receivables incurred
from commercial relationships with Global Crossing during 2001 and
2002. Citizens will record a write down of such receivables in the
amount of $21.2 million for the fourth quarter of 2001, with the
remainder recorded in the first quarter of 2002 for receivables
generated after December 31, 2001 and prior to the Global Crossing
bankruptcy filing on January 28, 2002.
SIGNATURE
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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 thereunto duly authorized.
CITIZENS COMMUNICATIONS COMPANY
-------------------------------
(Registrant)
By: /s/ Robert J. Larson
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Robert J. Larson
Vice President and Chief Accounting Officer
Date: February 18, 2002
Citizens Communications
3 High Ridge Park
Stamford, CT 06905
203.614.5600
Web site: www.czn.net
FOR IMMEDIATE RELEASE
Contact: Donald B. Armour
Vice President, Finance
(203) 614-5124
darmour@czn.com
CITIZENS COMMUNICATIONS WRITES DOWN ADELPHIA STOCK,
GLOBAL CROSSING RECEIVABLES; ANNOUNCES GAIN ON SALE OF WATER OPERATIONS
STAMFORD, Conn., Feb. 13, 2002 - Citizens Communications Company (NYSE:
CZN, CZB) announced that it will recognize a $79 million writedown in its year
ended December 31, 2001, financial statements on its holdings of 3,059,000
shares of Class A Common Stock of Adelphia Communications Corp. This non-cash
charge does not impact the carrying value of these securities which were stated
at current market values on prior balance sheets. This charge reflects a decline
in current trading values that have persisted for greater than a six month
period. Citizens has previously reported this decline as an item of
comprehensive loss in the equity section of its balance sheets. Citizens
received the shares on October 1, 1999, as a result of the acquisition by
Adelphia of Century Communications Corp. in which Citizens had an investment.
Citizens continues to hold the shares.
As previously announced, Citizens completed the sale of its water and
wastewater treatment operations on January 15, 2002, for $859.1 million in cash
and $120.4 million in assumed debt and other liabilities. The pretax gain on
this disposition, which will be reflected in the results of operations for the
first quarter of 2002, has been estimated to be $303.6 million. Citizens
continues to pursue the disposition of its remaining utilities assets.
Citizens is monitoring the bankruptcy proceedings of Global Crossing Ltd.
and certain Global Crossing affiliates to determine the bankruptcy filings'
effect on Citizens' operations and financial position. Citizens purchased its
Frontier telephone business from Global Crossing in June 2001 for $3.37 billion,
subject to final purchase price adjustment. Citizens is integrating the Frontier
telephone business with Citizens' other telecommunications operations and has
ongoing commercial relationships with Global Crossing affiliates. Citizens will
reserve approximately $30 million to reflect its best estimate of the net
realizable value of receivables incurred from these commercial relationships
during 2001 and 2002. Citizens will record a write down of such receivables in
the amount of $21.2 million for the fourth quarter of 2001, with the remainder
recorded in the first quarter of 2002 for receivables generated after December
31, 2001 and prior to the Global Crossing bankruptcy filing on January 28, 2002.
About Citizens Communications
Citizens Communications currently is the seventh largest local exchange
company in the United States, serving 2.5 million telephone access lines in 24
states. Citizens owns approximately 85 percent of Electric Lightwave, Inc.
(NASDAQ: ELIX), a facilities-based, integrated communications provider that
offers a broad range of services to telecommunications-intensive businesses in
the West. More information about Citizens may be found at www.czn.net.
This document contains forward-looking statements that are subject to risks and
uncertainties that could cause actual results to differ materially from those
expressed or implied in the statements. These and all forward-looking statements
(including oral representations) are only predictions or statements of current
plans that are constantly under review by the company. All forward-looking
statements may differ from actual results because of, but not limited to,
changes in the local and overall economy, changes in market conditions for debt
and equity securities, the nature and pace of technological changes, the number
and effectiveness of competitors in the company's markets, success in overall
strategy, changes in legal or regulatory policy, changes in legislation, the
company's ability to identify future markets and successfully expand existing
ones, the mix of products and services offered in the company's target markets,
the effects of acquisitions and dispositions and the ability to effectively
integrate businesses acquired. These important factors should be considered in
evaluating any statement contained herein and/or made buy the company or on its
behalf. The foregoing information should be read in conjunction with the
company's filings with the U.S. Securities and Exchange Commission including,
but not limited to, reports on Forms 10-K and 10-Q. The company does not intend
to update or revise these forward-looking statements to reflect the occurrence
of future events or circumstances.