-----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, TlRYV1U7CcxkihS4Wi884D1ZHUmnP4b1sA+yKdk2aXeVsgHhiToopZYgPSlJUDHF ZkGYnsR1/zWcXGFdsXh+9Q== 0000020520-05-000027.txt : 20050611 0000020520-05-000027.hdr.sgml : 20050611 20050527133809 ACCESSION NUMBER: 0000020520-05-000027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050527 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050527 DATE AS OF CHANGE: 20050527 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: 05862936 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 bodelection8k.txt NEW BOARD ELECTION 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 26, 2005 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) 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 5.02 Departure of Directors or Principal Officers; Election of Directors; -------------------------------------------------------------------- Appointment of Principal Officers --------------------------------- (d) On May 26, 2005, Leroy T. Barnes, Jr. was elected as a director to fill a vacancy on the board. Mr. Barnes will serve on the Audit Committee. ITEM 8.01 Other Events ------------ On May 26, 2005, Citizens Communications Company announced that its Board of Directors authorized a stock repurchase program and declared its regular quarterly cash dividend. Additionally, the Company announced its debt retirement plans for notes coming due in 2006. ITEM 9.01 Financial Statements and Exhibits --------------------------------- (c) Exhibits: 99.1 Press Release of Citizens Communications Company released May 26, 2005. 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 Senior Vice President and Chief Accounting Officer Date: May 27, 2005 EX-99.1 2 mayexhibit99-1.txt MAY PRESS RELEASE Exhibit 99.1 Citizens Communications 3 High Ridge Park Stamford, CT 06905 203.614.5600 Web site: www.czn.net FOR IMMEDIATE RELEASE Contacts: Brigid Smith Michael Zarrella Assistant Vice President Vice President Corporate Communications Corporate Development 203.614.5042 203.614.5179 bsmith@czn.com mzarrell@czn.com CITIZENS COMMUNICATIONS ANNOUNCES STOCK REPURCHASE PROGRAM ---------------------------------- Quarterly dividend declared Stamford, Conn., May 26, 2005 - Citizens Communications Company (NYSE: CZN) today announced that its Board of Directors has authorized the repurchase of up to $250 million worth of the Company's outstanding shares of common stock over the next 12 months. Shares may be purchased in the open market or in negotiated transactions from time to time at the discretion of the Company's management. This authorization amounts to approximately 5.6 percent of the Company's current shares of common stock outstanding based on yesterday's closing pricing. Additionally, the Company announced today that it will retire at or prior to maturity all $228 million in aggregate principal amount of its outstanding 6.75 percent notes due August 2006 and 7.60 percent senior notes due June 2006 from cash on hand. In other business, the Company today announced that the Board of Directors voted to declare its regular quarterly cash dividend of $0.25 per share, payable on June 30, 2005, to shareholders of record on June 9, 2005. About Citizens Communications 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. 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. ### -----END PRIVACY-ENHANCED MESSAGE-----