-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Te1t8SFlqQP8DPUjUwNP1eAFQO3FzyIGH19aBjLOhs/UzHThBJKwZqUXcHr3baX2 AdTgLIW6QL82XOTTJQF2gA== 0000020520-04-000023.txt : 20040708 0000020520-04-000023.hdr.sgml : 20040708 20040708160301 ACCESSION NUMBER: 0000020520-04-000023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040708 ITEM INFORMATION: FILED AS OF DATE: 20040708 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIZENS COMMUNICATIONS CO CENTRAL INDEX KEY: 0000020520 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 060619596 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11001 FILM NUMBER: 04906191 BUSINESS ADDRESS: STREET 1: HIGH RIDGE PK BLDG 3 CITY: STAMFORD STATE: CT ZIP: 06905 BUSINESS PHONE: 2036145600 MAIL ADDRESS: STREET 1: THREE HIGH RIDGE PARK CITY: STAMFORD STATE: CT ZIP: 06905 FORMER COMPANY: FORMER CONFORMED NAME: CITIZENS UTILITIES CO DATE OF NAME CHANGE: 19920703 8-K 1 trading8-k.txt SUSPENSION OF TRADING 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 8, 2004 CITIZENS COMMUNICATIONS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-11001 06-0619596 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) 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 11. Temporary Suspension of Trading Under Registrant's Employee Benefit ------------------------------------------------------------------- Plan ---- Citizens Communications Company (the "Company") has elected to change the record keeper for the Citizens 401(k) Savings Plan (the "Plan"). As a result of this change, there will be a blackout period in which Plan participants temporarily will be unable to engage in transactions involving the Company's common stock, $0.25 par value per share ("Common Stock"), or associated derivative securities held in their individual accounts. During the blackout period, Plan participants will not be able to exercise any rights otherwise available under the Plan, which rights include: (1) directing or diversify the assets held in their Plan accounts, (2) obtaining a loan under the Plan, or (3) obtaining a distribution from the Plan. The blackout period is expected to begin on July 23, 2004, and is expected to end on August 4, 2004. Pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104(b)(2)(i)(B) of the Securities and Exchange Commission's Regulation BTR, and concurrently with the filing of this Current Report on Form 8-K, the Company transmitted a written notice of the impending blackout period to the members of its Board of Directors and executive officers notifying them that during the blackout period, they may not, directly or indirectly, purchase, sell or otherwise acquire or transfer any shares of Common Stock or associated derivative securities if those securities were acquired in connection with their service or employment as a director or executive officer. A copy of the notice is attached as Exhibit 99.1 to this Current Report on Form 8-K, and incorporated herein by reference. The person designated by the Company to respond to inquiries about the blackout period is Russ Mitten, Citizens Communications Company, 3 High Ridge Park, Stamford, Connecticut 06905, (203) 614-5047. 2 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) Date: July 8, 2004 By: /s/ Jerry Elliott -------------------------- Jerry Elliott Senior Vice President and Chief Financial Officer INDEX TO EXHIBITS ----------------- Exhibit - ------- 99.1 Notice to Directors and Executive Officers of Citizens Communications Company dated July 8, 2004 EX-99.I 2 exhibit99-1.txt MEMO Exhibit 99.1 TO: Members of the Board of Directors and Executive Officers FROM: Citizens Communications Company DATE: July 8, 2004 SUBJECT: Citizens 401(k) Savings Plan Blackout Period As a director or executive officer of Citizens Communications Company (the "Company") you are subject to Section 306(a) of the Sarbanes-Oxley Act of 2002 and the Securities and Exchange Commission's Regulation BTR, which prohibit certain securities transactions during pension plan blackout periods. This memorandum is to notify you of an impending blackout period in connection with a planned change in the record keeper for the Citizens 401(k) Savings Plan (the "Plan"). As a result of this change, there will be a blackout period in which Plan participants temporarily will be unable to engage in transactions involving the Company's common stock, $0.25 par value per share (the "Common Stock"), or associated derivative securities held in their individual accounts. During the blackout period, Plan participants will not be able to exercise any rights otherwise available under the Plan, which rights include: (1) directing or diversifying assets held in their Plan accounts, (2) obtaining a loan under the Plan, or (3) obtaining a distribution from the Plan. The blackout period is expected to begin on July 23, 2004, and is expected to end on August 4, 2004. DURING THE BLACKOUT PERIOD, YOU MAY NOT, DIRECTLY OR INDIRECTLY, PURCHASE, SELL, OR OTHERWISE ACQUIRE OR TRANSFER ANY SHARES OF COMMON STOCK OR ASSOCIATED DERIVATIVE SECURITIES, INCLUDING STOCK OPTIONS, IF THOSE SECURITIES WERE ACQUIRED IN CONNECTION WITH YOUR SERVICE OR EMPLOYMENT AS A DIRECTOR OR EXECUTIVE OFFICER.1 THIS PROHIBITION APPLIES TO ANY DIRECT OR INDIRECT PECUNIARY INTEREST YOU MAY HAVE IN SUCH SECURITIES, SUCH AS THE COMMON STOCK HELD BY IMMEDIATE FAMILY MEMBERS LIVING WITH YOU, IN TRUST, OR BY CONTROLLED PARTNERSHIPS OR CORPORATIONS. THIS PROHIBITION ALSO APPLIES WITHOUT REGARD TO WHETHER YOU PARTICIPATE IN THE PLAN OR YOUR TRANSACTIONS ARE INSIDE THE PLAN. Upon termination of the blackout period, you will be permitted to resume transactions in such securities subject to the Company's insider trading policy ("the Policy"). Please be advised that you are still subject to regular blackout periods as imposed under the Policy in correlation with earnings releases, as well as "special" blackout periods imposed periodically, as appropriate. - -------- (1) There are limited exceptions to the prohibition, including: bona fide gift transactions and purchases and sales under qualified Rule 10b5-1 trading plans. IT IS STRONGLY RECOMMENDED THAT YOU CONSULT WITH RUSS MITTEN PRIOR TO ENTERING INTO A TRANSACTION BASED ON ANY EXCEPTION. If you have questions regarding this notice or the blackout period, please contact Russ Mitten at (203) 614-5047 or in writing at Citizens Communications Company, Attention: Russ Mitten, 3 High Ridge Park, Stamford, CT 06905. 2 -----END PRIVACY-ENHANCED MESSAGE-----