SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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ELECTRIC LIGHTWAVE, INC.
(NAME OF SUBJECT COMPANY) (ISSUER)
ELI ACQUISITION, INC.
(NAME OF FILING PERSON) (OFFEROR)
CITIZENS COMMUNICATIONS COMPANY
(NAME OF FILING PERSON) (OFFEROR)
COMMON STOCK, CLASS A, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
CUSIP 284895109
(CUSIP NUMBER OF CLASS OF SECURITIES)
JERRY ELLIOTT
CITIZENS COMMUNICATIONS COMPANY
3 HIGH RIDGE PARK
STAMFORD, CONNECTICUT, 06905
(203) 614-5600
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)
WITH A COPY TO:
DAVID KROENLEIN, ESQ.
WINSTON & STRAWN
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 294-6700
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/X/ Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer. Check
the appropriate boxes below to designate any transactions to which the
statement relates:
/ / third-party tender offer subject to Rule 14d-1.
/X/ issuer tender offer subject to Rule 13e-4.
/X/ going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: / /
CITIZENS COMMUNICATIONS ANNOUNCES INTENT TO ACQUIRE OUTSTANDING SHARES OF
ELECTRIC LIGHTWAVE, INC.
STAMFORD, Conn., May 16, 2002 -- Citizens Communications Company (NYSE: CZN)
today announced that it intends to make a cash tender offer for all of the
outstanding publicly-held Class A common shares of Electric Lightwave, Inc.
(NASDAQ: ELIX) that Citizens does not own. Citizens currently has an
approximately 85-percent ownership stake in Electric Lightwave, including
ownership of 100 percent of Electric Lightwave's Class B common stock.
Citizens intends to offer 70 cents per share to acquire the balance of Electric
Lightwave's Class A common stock (approximately 7.8 million shares). If all of
the ELI shares not owned by Citizens are tendered the total cost of the tender
offer would be $5.5 million.
Citizens anticipates acquiring any shares not purchased in the tender offer
through a "short-form" merger at the same cash price per share as the tender
offer.
The company expects to commence the tender offer on May 20, 2002. The tender
offer is scheduled to expire on June 17, 2002.
Citizens and ELI are currently conducting an ongoing review of ELI's operations
which is expected to result in a lower cost structure, a significant reduction
in the requirement for capital expenditures and a substantial reduction in
incremental funding required from Citizens to support ELI's operations. These
changes are not expected to impact ELI's existing customer base, the quality of
its network and the ability to provide the highest level of customer service.
About Citizens Communications Company
Citizens Communications provides wireline communications services to 2.48
million telephone access lines in 24 states. It was the seventh largest local
access telephone provider in the United States as of December 31, 2001. The
company also provides competitive local exchange services in the West through
Electric Lightwave, Inc. In addition, the company provides natural gas
transmission and distribution and electric transmission and distribution to
customers in Arizona, Hawaii and Vermont. The company plans to divest these
utility operations to focus upon telecommunications. More information about
Citizens can be found at www.czn.net.
Notice for Electric Lightwave, Inc. Stockholders and Interested Parties
Investors, Electric Lightwave stockholders, and other interested parties are
urged to read the tender offer documents that will be filed with the Securities
and Exchange Commission by Citizens because they will contain important
information. Tender offer documents will be sent to Electric Lightwave
stockholders commencing on Monday, May 20, 2002. In addition, investors will be
able to receive such documents free of charge at the SEC's web site,
www.sec.gov, or by contacting D.F. King & Co., Inc., the Information Agent for
the tender offer, at 77 Water Street, New York, N.Y. 10005 or by telephone at
(212) 269-5550.
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.