-----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, APh4ZDZTH3iy3EugzlyTj/yEp27i8m4POYzAIR7bMrLV2GJhQXVqFlY0BWwLpLMp KTj25/jlYpVU365FA+vltg== 0000020520-06-000014.txt : 20060322 0000020520-06-000014.hdr.sgml : 20060322 20060322155552 ACCESSION NUMBER: 0000020520-06-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060322 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060322 DATE AS OF CHANGE: 20060322 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: 06703806 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 shassianpr.txt NEW CFO PRESS RELEASE UNITED STATES 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): March 22, 2006 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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] 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 1.01. Entry into a Material Definitive Agreement. ------------------------------------------- On March 8, 2006, Citizens Communications Company (the "Company") entered into an employment arrangement with Donald Shassian pursuant to which he will serve as Chief Financial Officer of the Company. Pursuant to the arrangement, Mr. Shassian will receive an annual base salary of $425,000, an annual incentive target of 100% of base salary and long-term incentive compensation in the form of an annual award of restricted shares in an amount determined each year by the Compensation Committee of the Board of Directors. In addition, Mr. Shassian will receive a sign-on grant of 50,000 restricted shares and sign-on bonuses totaling $75,000. In the event of an actual or constructive termination of Mr. Shassian's employment other than for cause within a year following a "change of control", Mr. Shassian shall be paid two years' salary and target bonus. Item 5.02. Departure of Directors or Principal Officers; Election of Directors; -------------------------------------------------------------------- Appointment of Principal Officers. ---------------------------------- In connection with the appointment of Donald Shassian as Chief Financial Officer of the Company, Jerry Elliott will resign his position as Acting Chief Financial Officer, effective April 17, 2006. Mr. Elliott will remain as the Company's President. Mr. Donald Shassian was appointed to the position of Chief Financial Officer of the Company, effective April 17, 2006. A copy of the press release, dated March 22, 2006, announcing Mr. Shassian's appointment is attached hereto and incorporated herein by reference. Mr. Shassian, 50, has been an independent consultant since 2001 providing M&A advisory services to several organizations primarily in the communications industry. In his role as independent consultant, Mr. Shassian acted as interim chief financial officer of the Northeast region of Health Net, Inc., a managed health care company and assisted in the evaluation of acquisition, disposition and capital raising opportunities for several other companies. From January 1999 to July 2000, Mr. Shassian was Executive Vice President and Chief Financial Officer (January 1999 through July 1999) and Chief Operating Officer (August 1999 through July 2000) of RSL Communications, Inc., an organization engaged in offering voice products to customers in the United States and Europe with revenues of approximately $1.6 billion. Mr. Shassian is a certified public accountant, having served more than 16 years at Arthur Andersen. Mr. Shassian has no family relationship to any other director or executive officer of the Company. Item 9.01. Financial Statements and Exhibits. ---------------------------------- (d) Exhibits 99.1 - Press release dated March 22, 2006, announcing appointment of Donald Shassian as Chief Financial Officer of the Company. SIGNATURES 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 hereunto duly authorized. CITIZENS COMMUNICATIONS COMPANY Date: March 22, 2006 By: /s/ Robert J. Larson -------------------------- Robert J. Larson Senior Vice President and Chief Accounting Officer EXHIBIT INDEX ------------- Exhibit No. Description - ----------- ----------- 99.1 Press release dated March 22, 2006, announcing appointment of Donald Shassian as Chief Financial Officer of the Company. EX-99.1 2 ex99-1shassian.txt SHASSIAN 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 Contact: Michael Bromley Investor Relations 203.614.5218 MBromley@czn.com CITIZENS COMMUNICATIONS APPOINTS NEW CFO Stamford, Conn., March 22, 2006: Citizens Communications Company (NYSE: CZN) is pleased to announce that Donald R. Shassian will join the company on April 17, 2006 as Chief Financial Officer. He succeeds Jerry Elliott, who was appointed President of Citizens Communications Company in December 2005. Since 2001, Mr. Shassian has been providing M&A consulting to several communications companies including AT&T Inc. (formerly SBC Communications) and Consolidated Communications Inc., and most recently served as the CFO for the Northeast region of Health Net, Inc., a managed healthcare company. In 1999 and 2000, Mr. Shassian was with RSL Communications, Ltd., a $1.6 billion international voice and data communications provider in 22 countries. He joined RSL in 1999 as the Executive Vice President and Chief Financial Officer and was later promoted to Chief Operating Officer. Prior to 1999, Mr. Shassian was the Senior Vice President and Chief Financial Officer for Southern New England Telecommunications Corp. (SNET), which was a provider of communications, information and entertainment services in southern New England with more than $2 billion in revenues and 10,000 employees. He was responsible for the successful negotiation, sale and integration of SNET into SBC Communications in 1998. Prior to joining SNET in December 1993, Mr. Shassian was with Arthur Andersen for more than 16 years. His last position there was as the Partner-in-Charge of the Telecommunications Industry Practice in North America. A graduate of Bucknell University with a B.S. in Business Administration, Mr. Shassian is also a C.P.A. He will report to Maggie Wilderotter, Chairman and CEO. Ms. Wilderotter remarked, "I am delighted to welcome Don to Citizens. We value his experience in the communications industry, his integrity and his track record as a results-driven decision maker who offers sound business and financial solutions. I look forward to working closely with him and to his joining our Senior Leadership Team." About Citizens Communications As of December 31, 2005, the company had 2.5 million revenue generating units (RGUs), which consist of access lines plus high-speed Internet subscribers. The company operates in 23 states under the brand name of Frontier. The company also offers television in partnership with EchoStar's DISH Network, ESPN360 streaming video, security solutions and other communications services and products including bundled services for families, small businesses or home offices and more. For more information, visit www.czn.net and www.frontier.myway.com 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-----