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:
August 24, 2001
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(Date of earliest event reported)
Electric Lightwave, Inc.
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(Exact name of Registrant as specified in charter)
Delaware 0-23393 93-1035711
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
3 High Ridge Park, Stamford, CT 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 address, if changed since last report)
Item 5. Other Events.
We filed an application for listing our Class A Common Stock on
the Nasdaq SmallCap Market because it no longer meets the
criteria for inclusion on the Nasdaq National Market System. As
part of that application process Citizens Communications
converted 25,283,688 shares of our Class B Common Stock that it
owned into the same number of shares of our Class A Common Stock.
As of August 24, 2001, Citizens Communications is the direct
beneficial owner of 27,571,332 shares of Class A Common Stock,
which in the aggregate constitute approximately 78.78% of the
outstanding shares of the Class A Common Stock. Citizens
Communications continues to hold 15,881,312 shares of our Class B
Common Stock. Together Citizens Communications owns shares with
voting rights equal to 96.17% of the vote.
Item 7. Financial Statements, Exhibits
(c) Exhibits
99.1 Press Release of Electric Lightwave, Inc. released August
27, 2001 announcing Citizens Communications' conversion of
25,283,688 shares of our Class B Common Stock into Class A Common
Stock on a one for one basis.
Contact:
Brigid M. Smith, Assistant Vice President
Corporate Communications
(203) 614-5042
bsmith@czn.com
ELECTRIC LIGHTWAVE, INC. REPORTS
CONVERSION OF ITS CLASS B COMMON STOCK
Stamford, Conn., August 27, 2001 - Electric Lightwave, Inc. (NASDAQ:ELIX) today
reported the conversion by Citizens Communications Company of 25.3 million
shares of its Class B Common Stock into the same number of shares of its Class A
Common Stock.
ELI has filed an application for its listing to be transferred to the Nasdaq
SmallCap Market. As part of the application process, Citizens Communications
converted approximately 25.3 million shares of ELI's Class B Common Stock into
the same number of shares of ELI's Class A Common Stock. Listing on Nasdaq's
SmallCap Market requires that the market capitalization of ELI's Class A Common
Stock be at least $35 million.
About Electric Lightwave, Inc.
Electric Lightwave, Inc. is a facilities-based competitive local exchange
carrier providing Internet, data, voice and dedicated access services to
communications-intensive businesses and the e-commerce market. The company owns
and operates high-speed fiber-optic networks that interconnect major markets in
the West and operates a leading national Internet and data network. The company
is 85 percent owned by Citizens Communications (NYSE:CZN, CZB). More information
about Electric Lightwave, Inc. may be found at www.eli.net.
This press release 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. All forward-looking statements are
only predictions or statements of current plans, which are constantly under
review by Electric Lightwave (the company). All forward-looking statements may
differ from actual future results due to, but not limited to, changes in the
local and overall economy, 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 and regulatory policy, relations with
Incumbent Local Exchange Carriers (ILECs) and their ability to provide delivery
of services including interoffice trunking, implementation of back office
service delivery systems, the company's ability to identify future markets and
successfully expand existing ones and the mix of products and services offered
in the company's target markets. Readers should consider these important factors
in evaluating any statement contained herein and/or made by the company or on
its behalf. The company has no obligation to update or revise 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.
ELECTRIC LIGHTWAVE, INC.
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(Registrant)
By: /s/ Robert J. Larson
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Robert J. Larson
Vice President and Chief Accounting Officer
Date: August 28, 2001