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 1, 2001
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, P.O. Box 3801
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 on June 1, 2001 that it
plans two concurrent public offerings of equity securities. One
offering will consist of 17.5 million shares of the Company's
common stock. The second offering will be $400 million of equity
units.
Item 7. Financial Statements, Exhibits
(c) Exhibits
99.1 Press Release of Citizens Communications Company released
June 1, 2001 announcing that it plans two concurrent public
offerings of equity securities.
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.
Dated: June 4, 2001 By: /s/ Robert J. Larson
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Name: Robert J. Larson
Title: Vice President and
Chief Accounting Officer
Citizens Communications
3 High Ridge Park
Stamford, CT 06905
203.614.5600
Web site: www.czn.net
FOR IMMEDIATE RELEASE
Contact:
Don Armour
Vice President, Finance
203.614.5124
darmour@czn.com
Citizens Communications Plans Public Offering
Stamford, Conn., June 1, 2001-- Citizens Communications (NYSE:CZN) announced
today that it plans two concurrent public offerings of equity securities. One
offering will consist of 17.5 million shares of the Company's common stock. The
second offering will be $400 million of equity units. Each equity unit will
initially consist of a senior note of the Company and a purchase contract for
the Company's common stock. The price for the common stock under the purchase
contract will be based upon the average trading price of the stock at the time
the contract is exercised. The joint book running managers for both of the
offerings will be J.P. Morgan and Morgan Stanley Dean Witter. The joint lead
managers of the offerings are Bank of America Securities LLC and Salomon Smith
Barney.
The offering will be made under the Company's existing shelf registration
statement. The Company expects to issue the securities in mid-June.
About Citizens Communications
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Citizens Communications serves 1.4 million access lines in 17 states and is
acquiring an additional 1.7 million access lines. Citizens owns 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 throughout the United States. More
information about Citizens can 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 by 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.