Exhibit 12(a)(4)
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF CLASS A COMMON STOCK
of
ELECTRIC LIGHTWAVE, INC.
at
$0.70 NET PER SHARE
by
ELI ACQUISITION, INC.
a wholly-owned subsidiary of
CITIZENS COMMUNICATIONS COMPANY
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON MONDAY JUNE 17, 2002, UNLESS THE OFFER IS EXTENDED.
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May 20, 2002
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We have been appointed by ELI Acquisition, Inc., a Delaware corporation
(the "Purchaser") and a wholly-owned subsidiary of Citizens Communications
Company, a Delaware corporation ("Citizens"), to act as Information Agent in
connection with the Purchaser's offer to purchase all outstanding shares of
Class A common stock, par value $0.01 per share (the "Shares"), of Electric
Lightwave, Inc., a Delaware corporation ("ELI"), at a purchase price of $0.70
per Share, net to the seller in cash, without interest thereon, upon the terms
and subject to the conditions set forth in the Offer to Purchase dated May 20,
2002 (the "Offer to Purchase") and in the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer") enclosed herewith.
The Offer is conditioned upon, among other things described in the Offer to
Purchase, there being validly tendered and not withdrawn prior to the expiration
of the Offer a majority of the Shares currently owned by stockholders of ELI
other than Citizens or its subsidiaries. The Offer is also subject to other
important terms and conditions contained in the Offer to Purchase.
Enclosed for your information and for forwarding to your clients for whose
accounts you hold Shares registered in your name or in the name of your nominees
are copies of the following documents:
1. The Offer to Purchase dated May 20, 2002.
2. The Letter of Transmittal to tender Shares (for your use and for the
information of your clients).
3. The Notice of Guaranteed Delivery for Shares (to be used to accept the
Offer if certificates evidencing Shares ("Share Certificates") are not
immediately available or if such Share Certificates and all other
required documents cannot be delivered to Illinois Stock Transfer
Company (the "Depositary") prior to the Expiration Date or if the
procedures for book-entry transfer cannot be completed on a timely
basis).
4. A printed form of letter which may be sent to your clients for whose
accounts you hold Shares registered in your name or in the name of
your nominees, with space provided for obtaining such clients'
instructions with regard to the Offer.
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
6. A return envelope addressed to the Depositary.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, JUNE 17, 2002, UNLESS
THE OFFER IS EXTENDED.
In all cases, payment for Shares tendered and accepted for payment pursuant
to the Offer will be made only after timely receipt by the Depositary of (i)
certificates evidencing Shares ("Share Certificates") or timely confirmation of
a book-entry transfer of such Shares into the Depositary's account at the
Book-Entry Transfer Facility (as defined in the section of the Offer to Purchase
captioned "The Tender Offer--Acceptance For Payment And Payment For Shares")
pursuant to the procedures set forth in the section of the Offer to Purchase
captioned "The Tender Offer--Procedures For Accepting The Offer And Tendering
Shares," (ii) the Letter of Transmittal, properly completed and duly executed,
with any required signature guarantees, or an Agent's Message (as defined in the
section of the Offer to Purchase captioned "The Tender Offer--Acceptance For
Payment And Payment For Shares") in connection with a book-entry transfer, and
(iii) any other documents required by the Letter of Transmittal.
If a stockholder desires to tender Shares pursuant to the Offer and such
stockholder's Share Certificates are not immediately available or such
stockholder cannot deliver the Share Certificates and all other required
documents to reach the Depositary prior to the Expiration Date, or such
stockholder cannot complete the procedure for delivery by book-entry transfer on
a timely basis, such Shares may nevertheless be tendered by following the
guaranteed delivery procedures specified in the section of the Offer to Purchase
captioned "The Tender Offer--Procedures For Accepting The Offer And Tendering
Shares."
No fees or commissions will be paid to brokers, dealers or any other
persons (other than to the Information Agent, as described in the Offer to
Purchase) for soliciting tenders of Shares pursuant to the Offer. The Purchaser
will, however, upon request, reimburse you for customary mailing and handling
expenses incurred by you in forwarding any of the enclosed materials to your
clients.
The Purchaser will pay or cause to be paid any transfer taxes payable on
the purchase of Shares by the Purchaser pursuant to the Offer, except as
otherwise provided in the Letter of Transmittal.
Questions and requests for assistance or for additional copies of the
enclosed materials may be directed to the Information Agent, at the address and
telephone number set forth on the back cover of the Offer to Purchase.
Very truly yours,
D. F. King & Co., Inc.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON THE AGENT OF CITIZENS COMMUNICATIONS COMPANY OR ANY OF ITS
SUBSIDIARIES (INCLUDING WITHOUT LIMITATION THE PURCHASER), ELI, THE DEPOSITARY
OR THE INFORMATION AGENT, OR ANY AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR
ANY OTHER PERSON TO MAKE ANY STATEMENT OR USE ANY DOCUMENT ON BEHALF OF ANY OF
THEM IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE
STATEMENTS CONTAINED THEREIN.