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): August 9, 2002
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
Stamford, Connecticut 06905
(Address of Principal Executive Offices)
(203) 614-5600
(Registrant's Telephone Number, Including Area Code)
No Change Since Last Report
---------------------------
(Former name or former address, if changed since last report)
ITEM 9. Regulation FD Disclosure
On August 9, 2002, in accordance with Order No. 4-460 and pursuant to Section
21(a)(1) of the Securities Exchange Act of 1934, sworn statements were filed
with the Securities and Exchange Commission by the principal executive officer
and the principal financial officer of Citizens Communications Company. Copies
of each sworn statement are furnished as Exhibits 99.1 and 99.2 to this report.
On August 8, 2002, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, the Quarterly Report on Form 10-Q
filed by Citizens Communications Company for the Quarter ended June 30, 2002 was
accompanied by certifications of the Principal Executive Officer and Principal
Financial Officer with the Securities and Exchange Commission. Copies of each
certification are furnished as Exhibits 99.3 and 99.4 to this report.
SIGNATURE
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
(Registrant)
By: /s/ Robert J. Larson
--------------------------------
Robert J. Larson
Vice President and Chief Accounting Officer
Date: August 9, 2002
INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
99.1 Statement Under Oath of Principal Executive Officer
Regarding Facts and Circumstances Relating to Exchange
Act Filings
99.2 Statement Under Oath of Principal Financial Officer
Regarding Facts and Circumstances Relating to Exchange
Act Filings
99.3 Certification of Principal Executive Officer Pursuant
to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
99.4 Certification of Principal Financial Officer Pursuant
to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 99.1
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Statement Under Oath of Principal Executive Officer Regarding Facts and
Circumstances Relating to Exchange Act Filings
I, Leonard Tow, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered
reports of Citizens Communications Company, and, except as corrected
or supplemented in a subsequent covered report:
* No covered report contained an untrue statement of a material
fact as of the end of the period covered by such report (or in
the case of a report on Form 8-K or definitive proxy materials,
as of the date on which it was filed); and
* No covered report omitted to state a material fact necessary to
make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of
the end of the period covered by such report (or in the case of a
report on Form 8-K or definitive proxy materials, as of the date
on which it was filed).
(2) I have reviewed the contents of this statement with Citizens
Communications Company's audit committee.
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
* Annual Report on Form 10-K filed with the Commission on March 12,
2002 of Citizens Communications Company.
* All reports on Form 10-Q, all reports on Form 8-K and all
definitive proxy materials of Citizens Communications Company
filed with the Commission subsequent to the filing of the Form
10-K identified above; and
* Any amendments to any of the foregoing.
/s/ Leonard Tow Subscribed and sworn to
Leonard Tow before me this 7th day of
Chief Executive Officer and August, 2002.
Chairman of the Board of Directors
(Principal Executive Officer)
August 7, 2002 /s/ Lisa M. Lombardo
------------------------
Notary Public
My Commission Expires:
10/31/06
-----------------------
Exhibit 99.2
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Statement Under Oath of Principal Financial Officer Regarding Facts and
Circumstances Relating to Exchange Act Filings
I, Jerry Elliott, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered
reports of Citizens Communications Company, and, except as corrected
or supplemented in a subsequent covered report:
* No covered report contained an untrue statement of a material
fact as of the end of the period covered by such report (or in
the case of a report on Form 8-K or definitive proxy materials,
as of the date on which it was filed); and
* No covered report omitted to state a material fact necessary to
make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of
the end of the period covered by such report (or in the case of a
report on Form 8-K or definitive proxy materials, as of the date
on which it was filed).
(2) I have reviewed the contents of this statement with Citizens
Communications Company's audit committee.
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
* Annual Report on Form 10-K filed with the Commission on March 12,
2002 of Citizens Communications Company.
* All reports on Form 10-Q, all reports on Form 8-K and all
definitive proxy materials of Citizens Communications Company
filed with the Commission subsequent to the filing of the Form
10-K identified above; and
* Any amendments to any of the foregoing.
/s/ Jerry Elliott Subscribed and sworn to
Jerry Elliott before me this 7th day of
Chief Financial Officer August, 2002.
(Principal Financial Officer)
August 7, 2002 /s/ Lisa M. Lombardo
------------------------
Notary Public
My Commission Expires:
10/31/06
------------------------
Exhibit 99.3
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CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350.
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Citizens Communications Company (the
"Company") on Form 10-Q for the period ending June 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Leonard
Tow, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss.
1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of
the Company.
/s/ Leonard Tow
---------------
Leonard Tow
Chief Executive Officer
August 7, 2002
This certifcation is made solely for purpose of 18 U.S.C. Section 1350, subject
to the knowledge standard contained therein, and not for any other purpose.
Exhibit 99.4
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CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350.
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Citizens Communications Company (the
"Company") on Form 10-Q for the period ending June 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Jerry
Elliott, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.
ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002,
that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of
the Company.
/s/ Jerry Elliott
------------------
Jerry Elliott
Chief Financial Officer
August 7, 2002
This certifcation is made solely for purpose of 18 U.S.C. Section 1350, subject
to the knowledge standard contained therein, and not for any other purpose.