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): July 20, 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 that it delivered a notice
of termination of its pending Acquisition agreements with Qwest
Communications International, Inc.
Item 7. Financial Statements, Exhibits
(c) Exhibits
99.1 Press Release of Citizens Communications Company released
July 20, 2001.
99.2 Press release of Citizens Communications COmpany released
July 23, 2001.
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: July 24, 2001 By: /s/Scott Schneider
-------------------------------
Name: Scott Schneider
Title: Vice Chairman
Citizens Communications
3 High Ridge Park
Stamford, CT 06905
203.614.5600
Web site: www.czn.net
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FOR IMMEDIATE RELEASE
Contact: Brigid Smith
A.V.P., Corporate Communications
Citizens Communications
203.614.5042
bsmith@czn.com
Citizens Communications Company
Terminates Acquisition
STAMFORD, Conn., July 20, 2001 -- Citizens Communications Company (NYSE: CZN,
CZB) announced today that it delivered a notice of termination of its pending
acquisition agreements with Qwest Communications International Inc., effective
immediately. Pursuant to the transactions, Citizens Communications was to
acquire approximately 540,000 access lines from Qwest in nine states for
approximately $1.6 billion.
About Citizens Communications
Citizens Communications serves 2.5 million access lines in 24 states. 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 expend 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.
Citizens Communications
3 High Ridge Park
Stamford, CT 06905
203.614.5600
Web site: www.czn.net
-------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE
Contact: Brigid Smith
A.V.P., Corporate Communications
Citizens Communications
203.614.5042
bsmith@czn.com
Citizens Communications Company Terminates Qwest Agreements
Material Breaches Cited
Stamford, CT, July 23, 2001 -- Citizens Communications Company announced on
Friday, July 20, 2001, its decision to terminate all pending acquisition
agreements with Qwest Communications International, Inc., and today advised
state utility regulatory commissions in nine states of that decision. Citizens
and Qwest had entered into a series of agreements in June 1999 covering
Citizens' acquisition of approximately 540,000 access lines in nine states for
$1.7 billion.
Citizens told regulators that it terminated the agreements because Qwest
materially breached certain representations and warranties with respect to the
telephone exchanges Citizens was to acquire. Specifically, Citizens discovered
that there is a material shortfall in the actual revenue coming from the
exchanges it planned to acquire versus what Qwest had contractually represented.
Citizens became aware of this shortfall through its acquisition from Qwest of
approximately 17,000 access lines in North Dakota during the fourth quarter of
2000. While Citizens has negotiated with Qwest for some months to adjust the
terms of the agreements to accommodate the revenue shortfall, no agreement was
reached.
Citizens intends to seek all appropriate remedies available to it with respect
to Qwest's breach of the terminated agreements, as well as remedies for claims
arising out of the North Dakota acquisition that was closed last year.
About Citizens Communications
Citizens Communications serves 2.5 million access lines in 24 states. 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 expend 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.