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:
June 13, 2001
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(Date of earliest event reported)
CITIZENS COMMUNICATIONS COMPANY
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(Exact name of registrant as specified in charter)
Delaware 001-11001 06-0619596
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
3 High Ridge Park, P.O. Box 3801, Stamford, Connecticut 06905
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(Address of principal executive offices) (Zip code)
(203) 614-5600
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(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
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Citizens Communications Company announced on June 13, 2001 that it
priced its previously announced concurrent offerings of equity units
and common stock. The closings of these offerings are expected to
occur on June 19, 2001.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits
99.1 Press release of Citizens Communications Company released
June 13, 2001 announcing pricing of equity units and
common stock offering.
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 Prices Equity Units and Common Stock Offering
STAMFORD, Conn., June 13, 2001 -- Citizens Communications (NYSE:CZN) announced
today that it priced its previously announced concurrent offerings of equity
units and common stock. The closings of these offerings are expected to occur on
June 19, 2001.
In connection with these offerings, Citizens Communications expects to issue
$400 million of equity units and 21.875 million shares of its common stock. The
equity units, which will trade on the New York Stock Exchange under the symbol
"CZB," will each initially consist of a warrant (or purchase contract) for
Citizens Communications common stock and a $25 in principal amount senior note
issued by Citizens Communications. The equity units will mature on August 17,
2004 and will have a yield of 6.75 percent and a conversion premium of 20
percent. The offering of Citizens Communications common stock was priced at
$12.10 per share, the closing price of June 13, 2001 on the New York Stock
Exchange.
The joint book running managers for both of the offerings are 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.
About Citizens Communications
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.
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
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(Registrant)
By: /s/ Robert J. Larson
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Robert J. Larson
Vice President and Chief Accounting Officer
Date: June 14, 2001