SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CITIZENS COMMUNICATIONS COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 06-0619596
(State of Incorporation or organization) (I.R.S. Employer
Identification No.)
3 High Ridge Park, Stamford, Connecticut 06905
(Address of principal executive offices) (zip code)
If this form relates to the registration If this form relates to the registration
of a class of securities pursuant to Section of a class of securities pursuant to Section
12(b) of the Exchange Act and is effective 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(c), check pursuant to General Instruction A.(d), check
the following box. the following box.
( X ) ( )
Securities Act registration statement file number to which this form relates: N/A
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None
I. Description of Registrant's Securities to be Registered
On March 6, 2002, the Board of Directors of Citizens
Communications Company (the "Company") declared a dividend distribution of
one Right for each outstanding share of Company Common Stock to
shareholders of record at the close of business on March 26, 2002 (the
"Record Date"). Each Right entitles the registered holder to purchase from
the Company a unit consisting of one one-thousandth of a share (a "Unit")
of Series A Participating Preferred Stock, $0.01 par value (the "Series A
Preferred Stock"), at a purchase price of $47 per Unit, subject to
adjustment. The description and terms of the Rights are set forth in a
Rights Agreement (the "Rights Agreement"), dated as of March 6, 2002,
between the Company and Mellon Investor Services LLC as Rights Agent.
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. Subject to certain exceptions specified
in the Rights Agreement, the Rights will separate from the Common Stock and
a Distribution Date will occur upon the earliest to occur of (i) the tenth
business day following the date (the "Stock Acquisition Date") of the first
public announcement by the Company that any person or group has become the
beneficial owner of 15% or more of the Common Stock then outstanding (other
than the Company, any subsidiary of the Company, any employee benefit plan
of the Company or any subsidiary, certain persons who inadvertently
beneficially own more than 15% of the Common Stock, and stockholders who
cross the 15% ownership threshold as a result of repurchases of Common
Stock by the Company), (ii) the tenth business day following the
commencement of a tender or exchange offer if, upon its consummation, the
offeror would become the beneficial owner of 15% or more of the Common
Stock then outstanding, or (iii) a merger or other business combination
transaction involving the Company. Until the Distribution Date, (i) the
Rights will be evidenced by the Common Stock certificates and will be
transferred with and only with such Common Stock certificates, (ii) new
Common Stock certificates issued after the Record Date will contain a
notation incorporating the Rights Agreement by reference and (iii) the
surrender for transfer of any certificates for Common Stock outstanding
will also constitute the transfer of the Rights associated with the Common
Stock represented by such certificate. Pursuant to the Rights Agreement,
the Company reserves the right to require prior to the occurrence of a
Triggering Event (as defined below) that, upon any exercise of Rights, a
number of Rights be exercised so that only whole shares of Preferred Stock
will be issued.
The Rights are not exercisable until the Distribution Date and
will expire at 5:00 P.M. (New York time) on March 6, 2012, unless earlier
redeemed, exchanged, extended or terminated by the Company as described
below. At no time will the Rights have any voting power.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of
the close of business on the Distribution Date and, thereafter, the
separate Rights Certificates alone will represent the Rights. Except as
otherwise determined by the Board of Directors, only shares of Common Stock
issued prior to the Distribution Date will be issued with Rights.
In the event that a Person becomes an Acquiring Person, except
pursuant to an offer for all outstanding shares of Common Stock which the
majority of the directors who are not affiliated with the offeror determine
to be fair and not inadequate to and to otherwise be in the best interests
of the Company and its shareholders, after receiving advice from one or
more investment banking firms (a "Qualifying Offer"), each holder of a
Right will thereafter have the right to receive, upon exercise, Common
Stock (or, in certain circumstances, cash, property or other securities of
the Company) having a value equal to two times the exercise price of the
Right. Notwithstanding any of the foregoing, following the occurrence of
the event set forth in this paragraph, all Rights that are, or (under
certain circumstances specified in the Rights Agreement) were, beneficially
owned by any Acquiring Person will be null and void. However, Rights are
not exercisable following the occurrence of the event set forth above until
such time as the Rights are no longer redeemable by the Company as set
forth below.
For example, at an exercise price of $50 per Right, each Right not
owned by an Acquiring Person (or by certain related parties) following an
event set forth in the preceding paragraph would entitle its holder to
purchase $100 worth of Common Stock (or other consideration, as noted
above) for $50. Assuming that the Common Stock had a per share value of $20
at such time, the holder of each valid Right would be entitled to purchase
five (5) shares of Common Stock for $50.
In the event that (i) the Company is acquired in a merger (other
than a "clean-up" merger which follows a Qualifying Offer) or other
business combination transaction (x) in which the Company is not the
surviving entity, (y) in which the Company is the surviving entity and the
Common Stock is changed or exchanged or the Common Stock remains
outstanding but constitutes less than 50% of the shares outstanding
immediately following the merger, or (ii) 50% or more of the Company's
assets or earning power is transferred, each holder of a Right (except
Rights which have previously been voided as set forth above) shall
thereafter have the right to receive, upon exercise, common stock of the
acquiring company having a value equal to two times the exercise price of
the Right. The events set forth in this paragraph and in the second
preceding paragraph are referred to as the "Triggering Events."
At any time after a person becomes an Acquiring Person and prior
to the acquisition by such person or group of fifty percent (50%) or more
of the outstanding Common Stock, the Board may exchange the Rights (other
than Rights owned by such person or group which have become void), in whole
or in part, at an exchange ratio of one share of Common Stock, or one
one-thousandth of a share of Preferred Stock (or of a share of a class or
series of the Company's preferred stock having equivalent rights,
preferences and privileges), per Right (subject to adjustment).
At any time until ten business days following the Stock
Acquisition Date, the Company may redeem the Rights in whole, but not in
part, at a price of $0.01 per Right (payable in cash, Common Stock or other
consideration deemed appropriate by the Board of Directors). Immediately
upon the action of the Board of Directors ordering redemption of the
Rights, the Rights will terminate and the only right of the holders of
Rights will be to receive the $0.01 redemption price.
Until a Right is exercised, the holder thereof, as such, will have
no rights as a shareholder of the Company, including, without limitation,
the right to vote or to receive dividends. While the distribution of the
Rights will not be taxable to shareholders or to the Company, shareholders
may, depending upon the circumstances, recognize taxable income in the
event that the Rights become exercisable for Common Stock (or other
consideration) of the Company or for common stock of the acquiring company
or in the event of the redemption of the Rights as set forth above.
Any of the provisions of the Rights Agreement may be amended by
the Board of Directors of the Company prior to the Distribution Date. After
the Distribution Date, the provisions of the Rights Agreement may be
amended by the Board in order to cure any ambiguity, to make changes which
do not adversely affect the interests of holders of Rights, or to shorten
or lengthen any time period under the Rights Agreement. The foregoing
notwithstanding, no amendment may be made at such time as the Rights are
not redeemable.
A copy of the Rights Agreement is being filed with the Securities
and Exchange Commission as an Exhibit to this Registration Statement on
Form 8-A. A copy of the Rights Agreement is available free of charge from
the Company. This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights
Agreement, which is incorporated herein by reference.
As of March 18, 2002, there were 281,586,466 shares of Common Stock
of the Company issued and outstanding and 11,555,868 shares of Common Stock of
the Company in the treasury. As of March 21, 2002, options to purchase
18,522,466 shares of Common Stock were outstanding. Each share of Common
Stock of the Company outstanding at the close of business on March 26, 2002
will receive one Right. So long as the Rights are attached to the Common
Stock, one additional Right (as such number may be adjusted pursuant to the
provisions of the Rights Agreement) shall be deemed to be delivered for
each share of Common Stock issued or transferred by the Company in the
future. In addition, following the Distribution Date and prior to the
expiration or redemption of the Rights, the Company may issue Rights when
it issues Common Stock only if the Board deems it to be necessary or
appropriate, or in connection with the issuance of shares of Common Stock
pursuant to the exercise of stock options or under employee plans or upon
the exercise, conversion or exchange of certain securities of the Company.
400,000 shares of Preferred Stock are initially reserved for issuance upon
exercise of the Rights.
The Rights may have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire
the Company in a manner which causes the Rights to become discount rights
unless the offer is conditional on a substantial number of Rights being
acquired. The Rights, however, should not affect any prospective offeror
willing to make an offer at a price that is fair and not inadequate and
otherwise in the best interests of the Company and its shareholders. The
Rights should not interfere with any merger or other business combination
approved by the Board since the Board may, at its option at any time until
ten (10) business days following the Stock Acquisition Date, redeem all but
not less than all of the then outstanding Rights at the Redemption Price.
Item 2: Exhibits
1. Rights Agreement, dated as of March 6, 2002,
between Citizens Communications Company and
Mellon Investor Services LLC, including the form
of Certificate of Designation, Preferences and
Rights as Exhibit A, the form of Rights
Certificates as Exhibit B and the Summary of
Rights as Exhibit C. Pursuant to the Rights
Agreement, printed Rights Certificates will not
be mailed until after the Distribution Date (as
such term is defined in the Rights Agreement).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Act
of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Date: March 21, 2002
CITIZENS COMMUNICATIONS COMPANY
By: /s/ L. Russell Mitten
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Name: L. Russell Mitten
Title: Vice President
EXHIBIT INDEX
Exhibit No. Exhibit
1. Rights Agreement, dated as of March 6, 2002,
between Citizens Communications Company and Mellon
Investor Services LLC, including the form of
Certificate of Designation, Preferences and Rights
as Exhibit A, the form of Rights Certificates as
Exhibit B and the Summary of Rights as Exhibit C.
Pursuant to the Rights Agreement, printed Rights
Certificates will not be mailed until after the
Distribution Date (as such term is defined in the
Rights Agreement).