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): December 19, 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 5. Other Events.
Citizens Communications Company announced today that it has entered into a
definitive agreement to sell its Hawaiian gas division ("The Gas Company of
Hawaii") to K-1 USA Ventures, Inc. for $115 million in cash, subject to
adjustments under the terms of the agreement. The transaction is expected to
close during the fourth quarter of 2003 and is subject to regulatory and other
customary approvals. The sales price approximates the book value of The Gas
Company. Separately, the Company has concluded its internal investigation of the
theft by two former officers of the Company.
ITEM 7. Financial Statements, Exhibits.
(c) Exhibits
99.1 Press Release of Citizens Communications Company released
December 19, 2002 announcing Sale of Gas Company and Completion
of Investigation.
Exhibit 99.1
Citizens Communications
3 High Ridge Park
Stamford, CT 06905
203.614.5600
Web site: www.czn.net
FOR IMMEDIATE RELEASE
Contacts:
Michael A. Zarrella Brigid M. Smith
Vice President Assistant Vice President
Corporate Development Corporate Communications
203.614.5179 mzarrell@czn.com 203.614.5042 bsmith@czn.com
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Citizens Communications Announces
Sale of Gas Company and Completion of Investigation
Stamford, Conn., Dec. 19, 2002 -- Citizens Communications Company (NYSE:CZN,
CZB) announced today that it has entered into a definitive agreement to sell its
Hawaiian gas division ("The Gas Company of Hawaii") to K-1 USA Ventures, Inc.
for $115 million in cash, subject to adjustments under the terms of the
agreement. The transaction is expected to close during the fourth quarter of
2003 and is subject to regulatory and other customary approvals. The sales price
approximates the book value of The Gas Company.
Citizens will have generated $1.9 billion of proceeds from its utility sales
after the closing of The Gas Company of Hawaii sale and its previously announced
Arizona Electric and Gas sales, which exceeds the company's original estimate of
$1.8 billion for total proceeds from the divestiture of all of its utility
divisions, with its Vermont Electric division still remaining to be sold.
Citizens will apply the net cash proceeds from the sales of Arizona Electric and
Gas and The Gas Company of Hawaii to its ongoing program of debt reduction.
Citizens has retired approximately $1.062 billion, or 16.4 percent, of its debt
during 2002.
Separately, the company has concluded its internal investigation of the theft by
two former officers of the company. The previously reported amount of the theft
of $7.8 million has not changed. The company continues to believe that
substantially all of the cash will be recovered from the former officers and
from insurance. The theft does not affect the company's previously completed
sales of utility properties and does not relate to the company's current
operations in Arizona, Hawaii or Vermont. The company continues to cooperate
fully with the Office of the U.S. Attorney for the Southern District of New York
and with the New York office of the Securities and Exchange Commission.
K-1 USA Ventures, Inc. is a subsidiary of k1 Ventures Limited. K1 Ventures
Limited is domiciled and incorporated in the Republic of Singapore, invests in a
wide range of investments across diverse sectors including energy, consumer
products, technology and healthcare, and is listed on the Singapore Exchange
Securities Trading Limited (the Singapore Stock Exchange).
More information about Citizens can be found at www.czn.net.
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: December 20, 2002