SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): September 30, 2004
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)
(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)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors;
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Appointment of Principal Officers.
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On September 30, 2004, Citizens Communications Company announced at
its regularly scheduled Board of Directors meeting that Rudy J. Graf
was elected Chairman of the Board. At this meeting, Maggie
Wilderotter, who will become President and Chief Executive Officer of
the company on November 1, 2004, and Jerry Elliott, Executive Vice
President and Chief Financial Officer of the company, were newly
elected to the Board, filling vacancies created by the September 27,
2004 resignations of Leonard and Claire Tow. In connection with her
election to the Board of Directors, Ms. Wilderotter was also named to
the Executive Committee of the Board of Directors.
A copy of the announcement is attached as an exhibit.
ITEM 8.01 Other Events
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The information set forth under Item 5.02 "Departure of Directors or
Principal Officers; Election of Directors; Appointment of Principal
Officers" is incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits
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(c) Exhibits
99.1 Press Release of Citizens Communications Company dated
September 30, 2004.
SIGNATURE
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/ Jerry Elliott
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Jerry Elliott
Executive Vice President and
Chief Financial Officer
Date: October 6, 2004
Exhibit 99.1
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 COMMUNICATIONS ANNOUNCES THE ELECTION OF NEW
CHAIRMAN AND TWO MEMBERS TO THE BOARD OF DIRECTORS
Stamford, Conn., Sept. 30, 2004 - Citizens Communications (NYSE:CZN) announced
today that at its regularly scheduled Board of Directors meeting held on Sept.
30, 2004, Rudy J. Graf was elected Chairman of the Board. At this meeting,
Maggie Wilderotter, who will become President and Chief Executive Officer of the
company on Nov. 1, 2004, and Jerry Elliott, Executive Vice President and Chief
Financial Officer of the company, were newly elected to the Board, filling
vacancies created by the Sept. 27, 2004 resignations of Leonard and Claire Tow.
Most recently, Mr. Graf was interim Chief Executive Officer of Citizens
Communications. He has been a member of the Board of Directors since 2000. He
was Vice Chairman of the Board from 2001 to 2002 and President and Chief
Operating Officer of the company from 1999 to 2002. Before that, he was
Director, President and Chief Operating Officer of Centennial Cellular Corp.
Ms. Wilderotter is joining Citizens from Microsoft Corp., where she was most
recently Senior Vice President, Worldwide Public Sector, responsible for its
government and education markets globally. Before that, she was Microsoft's
Senior Vice President, Worldwide Business Strategy. Prior to joining Microsoft,
Ms. Wilderotter was President and Chief Executive Officer of Wink
Communications. Before that, she held senior positions with AT&T Wireless, McCaw
Cellular, and U.S. Computer Services, Inc./Cable Data. From 1997 to 2002, she
was a Director of Electric Lightwave, Inc.
Mr. Elliott joined Citizens Communications in March 2002 as Chief Financial
Officer. He was promoted to Senior Vice President and Chief Financial Officer in
December 2002, and to Executive Vice President and Chief Financial Officer in
July 2004. Before joining the company, he was Managing Director of Morgan
Stanley's Communications Investment Banking Group from July 1998 to March 2002.
Prior to that, he was a partner with the law firm of Shearman & Sterling.
More information on Citizens can be found at www.czn.net.
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