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): June 17, 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 today announced (i) the successful
completion of its cash tender offer at $0.70 per share for all of the
outstanding publicly-held Class A common shares of Electric Lightwave, Inc.
("ELI") that Citizens does not own and (ii) the prepayment by Citizens of all
$400 million outstanding under ELI's bank facility. The Offer expired by its
terms at midnight, New York City time, on Monday, June 17, 2002. The tendered
shares combined with shares already owned by Citizens and its subsidiaries
represent approximately 95.5% of the outstanding shares of ELI's Class A common
stock. Citizens has accepted for payment all validly tendered shares and will
make prompt payment to the Depositary for the accepted shares. Citizens expects
to complete a "short-form" merger in which ELI will become a wholly-owned, not
publicly traded subsidiary of Citizens.
Item 7. Financial Statements, Exhibits.
(c) Exhibits
1.1 Press Release of Citizens Communications Company released June 18,
2002, announcing that (i) Citizens has successfully completed the
tender offer for all outstanding shares of Class A common stock of
Electric Lightwave, Inc. and (ii) Citizens will prepay all $400
million outstanding under ELI's bank facility.
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.
CITIZENS COMMUNICATIONS COMPANY
Date: June 18, 2002 By: /s/ Donald B. Armour
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Name: Donald B. Armour
Title: Vice President Finance and Treasurer
Exhibit 1.1
Citizens Communications
3 High Ridge Park
Stamford, CT 06905
203.614.5600
Web site: www.czn.net
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FOR IMMEDIATE RELEASE
Contact:
Brigid Smith
Assistant Vice President
Corporate Communications
203.614.5042
bsmith@czn.com
CITIZENS COMPLETES OFFER
FOR ELECTRIC LIGHTWAVE, INC. AND WILL REPAY BANK DEBT
STAMFORD, Conn., June 18, 2002 -- Citizens Communications Company (NYSE: CZN)
today announced the successful completion of its cash tender offer at $0.70 per
share for all of the outstanding publicly held Class A common shares of Electric
Lightwave, Inc. ("ELI") that Citizens does not own. In addition, Citizens will
prepay all $400 million outstanding under ELI's bank facility and cancel all
commitments thereunder by the end of June, 2002.
The Offer expired by its terms at midnight, New York City time, on Monday, June
17, 2002. Citizens estimates that 6,346,451 Shares, including guaranteed
deliveries, were tendered. The tendered Shares, combined with the Shares already
owned by Citizens and its subsidiaries, represent approximately 95.5 percent of
the outstanding shares of ELI's Class A common stock. Citizens has accepted for
payment all validly tendered Shares and will make prompt payment to the
Depositary for the accepted shares.
Citizens expects to complete a "short-form" merger in which ELI will become a
wholly owned, not publicly traded subsidiary of Citizens. In the merger, each
share of ELI common stock that was not tendered, other than shares owned by
Citizens and its subsidiaries and stockholders validly exercising appraisal
rights under Delaware law, will be converted into a right to receive $0.70 in
cash without interest. Completion of the merger is expected by the end of June,
2002.
About Citizens Communications Company
Citizens Communications provides wireline communications services to 2.5 million
telephone access lines in 24 states. It was the seventh largest local access
telephone provider in the United States as of December 31, 2001. The company
also provides competitive local exchange services in the West through Electric
Lightwave, Inc. In addition, the company provides natural gas transmission and
distribution and electric transmission and distribution to customers in Arizona,
Hawaii and Vermont. The company plans to divest these utility operations to
focus upon telecommunications. More information about Citizens can be found at
www.czn.net.
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