-----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, GTx1NDEAJS8if867O+LdZLF63tIO7f5XXRP7TQUtvtMvtQWXrt1Nf4+SJAPSLyJQ zk8slp996uliPeGly/7nmg== 0000020520-05-000026.txt : 20050611 0000020520-05-000026.hdr.sgml : 20050611 20050526160641 ACCESSION NUMBER: 0000020520-05-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050526 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050526 DATE AS OF CHANGE: 20050526 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: 05860303 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 savingsplan8k.txt 401(K) SAVINGS PLAN 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): May 23, 2005 Citizens 401(k) Savings Plan (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) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 4.01 Changes in Registrant's Certifying Accountant. ---------------------------------------------- (a) former independent registered public accounting firm ---------------------------------------------------- On May 23, 2005, the Citizens 401(k) Savings Plan (the "Plan") dismissed KPMG LLP as the independent registered public accounting firm for the Plan. The decision to change accountants was approved by the Citizens Communications Company's audit committee on May 25, 2005. The audit report of KPMG LLP on the financial statements of the Plan for the years ended December 31, 2003 and 2002 contained no adverse opinion or disclaimer of opinion, and such report was not qualified or modified as to uncertainty, audit scope or accounting principle. During the years ended December 31, 2003 and 2002 and through May 23, 2005, there were no disagreements with KPMG LLP on any accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG LLP, would have caused it to make reference thereto in connection with its report on the Plan's financial statements for such years. No reportable event as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K has occurred with regard to the Plan during the years ended December 31, 2003 and 2002 and through May 23, 2005. Citizens 401(k) Savings Plan requested that KPMG LLP furnish it with a letter addressed to the United States Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of such letter, dated May 26, 2005, is filed as Exhibit 16 to this Form 8-K. (b) new independent registered public accounting firm ------------------------------------------------- On May 23, 2005, the Plan engaged Insero, Kasperski, Ciaccia & Co., P.C. as the independent registered public accounting firm of the Plan for the year ended December 31, 2004. The Plan did not consult with Insero, Kasperski, Ciaccia & Co., P.C during the years ended December 31, 2003 and 2002, and through May 23, 2005, on any disagreement or any reportable event as defined in Regulation S-K Item 304(a)(1)(iv) and (v), respectively, as set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K or on the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Plan's financial statements, relating to which either a written report was provided to the Plan or oral advise was provided that Insero, Kasperski, Ciaccia & Co., P.C. concluded was an important factor considered by the Plan in reaching a decision as to the accounting, auditing or financial reporting issue. ITEM 9.01 Financial Statements and Exhibits --------------------------------- (c) Exhibit Exhibit 16: Letter from KPMG LLP dated May 26, 2005. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan administrators have duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Citizens 401(k) Savings Plan (Registrant) By: /s/ Robert J. Larson -------------------------- Robert J. Larson Senior Vice President and Chief Accounting Officer Date: May 26, 2005 EX-16 2 exhibit16.txt KPMG LETTER Exhibit 16 May 26, 2005 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Ladies and Gentlemen: We were previously principal accountants for Citizens 401(k) Savings Plan (the "Plan") and, under the date of June 28, 2004, we reported on the financial statements of the Plan as of December 31, 2003 and 2002, and for the year ended December 31, 2003. On May 23, 2005, we were informed by management of Citizens Communications Company that our appointment as principal accountants for the Plan was terminated. We have read the Plan's statements included under Item 4.01 of its Form 8-K dated May 26, 2005, and we agree with such statements, except that we are not in a position to agree or disagree with its statements under (b). Very truly yours, /s/ KPMG LLP -----END PRIVACY-ENHANCED MESSAGE-----